AXS-One Enters Into Agreement for $6.75 Million Investment With Institutional Investors, Management and Board Members
June 17 2005 - 2:56PM
PR Newswire (US)
AXS-One Enters Into Agreement for $6.75 Million Investment With
Institutional Investors, Management and Board Members Potomac
Capital Leads Round and RIT Capital Partners is Largest Investor
RUTHERFORD, N.J., June 17 /PRNewswire-FirstCall/ -- AXS-One Inc.
(AMEX:AXO), a leading provider of high performance records
compliance management software solutions, today announced that it
has entered into a definitive agreement with a number of investors
including Potomac Capital and RIT Capital Partners plc, as well as
AXS-One Management and Board members to sell shares of its common
stock for $1.49 per share. In connection with the sale of common
stock, the Company will also issue to the investors three-year
warrants to purchase 20% of the number of shares of common stock
issued in connection with the offering, with the warrants being
priced at $1.90 and $2.15 in two equal tranches. This transaction,
which is subject to American Stock Exchange approval and other
customary closing conditions, will result in gross proceeds of
approximately $6.75 million (with net proceeds of approximately
$6.45 million after transaction expenses). UK based RIT Capital
Partners plc, the publicly listed UK investment trust chaired by
Lord Rothschild, is the largest investor in the offering which is
being led by New York City based Potomac Capital, an existing
shareholder. AXS-One Management and Board together represent 10% of
the investment. The closing with respect to the shares being
offered to the company's Management and Board of Directors will be
subject to shareholder approval. Kaufman Bros., L.P. served as the
placement agent in this transaction. Following the close of the
private placement, Anthony H. Bloom will be appointed to the
Company's Board of Directors, replacing Edwin T. Brondo. The Board
will remain with eight directors. Mr. Bloom, a professional
investor, was previously Chairman and CEO of The Premier Group, one
of South Africa's largest diversified industrial enterprises. He is
currently Chairman of Cineworld UK Ltd and has been a director of a
number of other companies including RIT Capital Partners plc. "We
are pleased that several notable institutions have committed
investment capital in AXS-One, and we welcome Tony Bloom to our
Board. Tony is an accomplished business executive with
relationships across the world. His knowledge of the law, finance
and compliance will be an invaluable help in leveraging our
success. Both actions represent a direct endorsement of our
opportunities in Records Compliance Management, and the potential
of the market itself," commented Bill Lyons, CEO of AXS-One. "I
would also thank Ed Brondo for his untiring service over the past 8
years. Ed's expertise as a long-standing customer of AXS-One's
products as well as his accounting background has provided the
Board with valuable insights over the years." The shares of common
stock issuable in the private placement and issuable upon exercise
of the warrants have not been registered under the Securities Act
of 1933 and may not be subsequently offered or sold by the
investors absent registration or an applicable exemption from the
registration requirements. AXS-One has agreed to file a
registration statement covering the resale of the securities issued
in this transaction and issuable upon exercise of the warrants. For
additional information, please refer to AXS-One's current report on
Form 8-K to be filed with the Securities and Exchange Commission
with respect to this transaction. Special Note Regarding
Forward-Looking Statements: A number of statements contained in
this release are forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995 that involve
risks and uncertainties that could cause actual results to differ
materially from those expressed or implied in the applicable
statements. These risks and uncertainties include, but are not
limited to: the inability to satisfy closing conditions for the
contemplated financing; our ability to grow license and service
revenue; potential vulnerability to technological obsolescence; the
risks that its current and future products may contain errors or
defects that would be difficult and costly to detect and correct;
potential difficulties in managing growth; dependence on key
personnel; the possible impact of competitive products and pricing;
and other risks described in more detail in AXS-One's Securities
and Exchange Commission filings. About AXS-One Inc. AXS-One Inc.
(AMEX:AXO) is a leading provider of high performance Records
Compliance Management solutions. The AXS-One Compliance Platform
enables organizations to implement secure, scalable and enforceable
policies that address records management for corporate governance,
legal discovery and industry regulations such as SEC17a-4, NASD
3010, Sarbanes-Oxley, HIPAA, The Patriot Act and Gramm-Leach
Bliley. AXS-One's award-winning technology has been critically
acclaimed as best of class and delivers digital archiving, business
process management, electronic document delivery and integrated
records disposition and discovery for e-mail, instant messaging,
images, SAP and other corporate records. Founded in 1979, and
headquartered in Rutherford, NJ, AXS-One has offices worldwide
including in the United States, Australia, Singapore, United
Kingdom and South Africa. For further information, visit the
AXS-One web site at http://www.axsone.com/. AXS-One, the AXS-One
logo, "Access Tomorrow Today," AXSPoint, and TransAXS are
registered trademarks of, and AXS-One Compliance Platform, AXS-One
Rapid-AXS, AXS-One Retention Manager, "The Records Compliance
Management Company," e-Cellerator, AXS Desk, "AXS-One Collaboration
FrameWorks," SMART, AXS-Link and Tivity are trademarks of, AXS-One
Inc., in the U.S. All other company and product names are
trademarks or registered trademarks of their respective companies.
Company Contact: IR Contact: Joseph Dwyer Matthew Hayden AXS-One
Inc. Hayden Communications (201) 935-3400 (858) 704-5065
DATASOURCE: AXS-One Inc. CONTACT: Joseph Dwyer of AXS-One Inc.,
+1-201-935-3400, ; or IR, Matthew Hayden of Hayden Communications,
+1-858-704-5065, , for AXS-One Inc. Web site:
http://www.axsone.com/
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