Tuesday September 26, 4:15 pm ET
Board Approves One-For-Ten Reverse Split
PENNSAUKEN, N.J., Sept. 26 /PRNewswire-FirstCall/ -- Science Dynamics Corporation (OTC Bulletin Board: SIDY - News), a provider of advanced technological solutions to key government agencies and enterprise customers, announced today that it has acquired all of the issued and outstanding shares of the common stock of Ricciardi Technologies, Inc. in a cash and stock transaction. Headquartered in Manassas, Va., Ricciardi is a provider of advanced software and systems development services.
The transaction was financed through a private placement with Barron Partners LP, a private investment partnership based in New York. Science Dynamics sold Barron a convertible subordinated promissory note in the principal amount of $4.5 million, a warrant to purchase up to 125 million shares of the company's common stock at an exercise price of $0.05 per share and a warrant to purchase up to 125 million shares of the company's common stock at an exercise price of $0.125 per share.
As a result of the transaction, Science Dynamics substantially reduced its indebtedness to Laurus Master Fund. Science Dynamics' board also approved a restated certificate, which effects a 1-for-10 reverse split in the company's common stock, among other provisions. The company will submit the restated certificate of incorporation to its shareholders for their approval.
CEO Paul Burgess said, "This is a major step forward for our company. RTI adds important management expertise to our company and will enhance our presence in the federal government market place."
Upon the filing of the restated certificate of incorporation with the state of Delaware, principal and interest due on the note will be automatically converted into common stock based on a conversion price of $0.575. Prior to the filing, the note is convertible at the conversion price at the option of the holder.
Each share of Series A Preferred Stock is convertible into 25 shares of common stock subject to adjustment in certain instances, including the issuance by the company of common stock at a price, which is less than the conversion price applicable to the Series A Preferred Stock, which is initially $0.023 per share, subject to adjustment. Upon the effectiveness of the reverse split, the Series A Preferred Stock will be convertible into two and a half shares of common stock. If fully converted, the Series A Preferred Stock would be convertible into 19,565,217 shares of common stock after giving effect to the proposed reverse split.
Pursuant to the RTI agreement, the consideration for RTI stock consisted of $3.5 million, which was paid from the proceeds of the sale of the note and warrants to Barron; 50 million shares of the company's common stock; a $500,000 promissory note due not later than September 19, 2007; and 1 million shares of the company's Series B Convertible Preferred Stock.
Each share of Series B Preferred Stock that is not redeemed at a price of $0.50 per share will automatically convert into common stock on September 18, 2007, at the conversion rate of 8 1/3 shares of common stock, subject to adjustment in the event of stock dividends, splits and other distributions, combinations of shares or reverse splits or other recapitalizations.
This press release does not constitute an offer to sell, or the solicitation of an offer to buy, any securities, nor shall there be any sale of the securities in any jurisdiction in which such offering would be unlawful.
About Barron Partners, LP
Barron Partners, LP is a New York-based private investment partnership that specializes in investing in micro-cap public companies. For more information, visit http://www.barronpartners.com.
About RTI, Inc.
Ricciardi Technologies, Inc. (RTI) is a provider of advanced software and systems development services. RTI was formed in 1992 to provide cost-effective systems development for public and private sector customers to meet the growing demand for dependable embedded and distributed technological solutions. RTI has a rich product suite and a proven track record of providing turn-key solutions, IT consulting and engineering support. For more information, visit http://www.rti-world.com.
About Science Dynamics Corporation
Science Dynamics Corporation (SciDyn) is a provider of advanced information and communications technology to the government and commercial markets. The company's technology services division designs, deploys and manages advanced technological solutions at key government agencies and mid- to large-sized enterprises. SciDyn's technology products division consists of several core proprietary platforms used to develop customized software applications with military grade security in multiple vertical markets. For more information, visit http://www.scidyn.com.
An investment profile about Science Dynamics may be found at
http://www.hawkassociates.com/sidyprofile.aspx.
For investor relations information regarding Science Dynamics, contact Frank Hawkins or Julie Marshall, Hawk Associates, at (305) 451-1888, e-mail: info@hawkassociates.com. An online investor relations kit including copies of press releases, current price quotes, stock charts and other valuable information for investors may be found at http://www.hawkassociates.com and http://www.americanmicrocaps.com.
Forward-Looking Statements: Certain statements made in this press release by Science Dynamics Corporation are forward-looking statements. Although such statements are based on current expectations, they are subject to a number of future uncertainties and risks, and actual results may differ materially. Any forward-looking statements are made pursuant to the Private Securities Litigation Reform Act of 1995 and, as such, speak only as of the date made. Statements made in this document that are not purely historical are forward- looking statements, including any statements as to beliefs, plans, expectations, anticipations or intentions regarding the future. Science Dynamics Corporation assumes no obligation to update information concerning the forward-looking statements contained herein.
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Source: Science Dynamics Corporation