American Defense Systems Reaches Agreement to Eliminate $16.5 Million Series A Preferred Stock Obligation
26 2월 2011 - 1:04AM
Marketwired
American Defense Systems, Inc. (ADSI or the "Company") (NYSE Amex:
EAG), a leading provider of advanced transparent and opaque armor,
architectural hardening and security products for Defense and
Homeland Security, announced today that it has signed a letter of
intent with its Series A Preferred Stockholders to cancel 100% of
the Company's preferred stock obligations.
Under the terms of the agreement, the Company will sell its
American Physical Security Group, LLC (APSG) subsidiary to West
Coast Opportunity Fund, LLC (WCOF) and Centaur Value Fund, LP
(CVF). In return, WCOF and CVF will surrender their shares of
Series A Preferred Stock having an aggregate stated value of
$15,000,000 and pay or cause ADSI to be paid $1,000,000 in cash. In
addition, WCOF and CVF will convert their $1,500,000 redemption
premium related to the Series A Preferred Stock into 3,000,000
shares of ADSI common stock based on a conversion price of $0.50
per share. ADSI will retain a six month option to repurchase APSG
for cash in the amount equal to the sum of $15.5 million plus the
amount of any net investment made in APSG concurrently with or
following the close of the transactions outlined herein. In
addition, WCOF will execute a restriction agreement related to open
market sales of ADSI common stock. The letter of intent is
non-binding and contingent upon due diligence, regulatory issues
and corporate compliance.
The deal is expected to be completed by March 31, 2011.
ADSI CEO Anthony J. Piscitelli commented, "We are excited to
have finally reached this agreement with our Series A preferred
stockholders. The cancellation of our preferred stock obligations
removes a large overhang that has, at times, been a hindrance to
attracting new retail and institutional investors to ADSI. Although
our top-line revenue numbers will be reduced with the departure of
APSG, we are confident in our ability to secure new major contracts
to more than make up for the lost APSG revenue. I know that our
stockholders have been waiting for this for some time and we are
certain that they share in our excitement regarding this
announcement which could potentially represent a substantial gain
for all of our stockholders."
About American Defense Systems, Inc.
American Defense Systems, Inc. (ADSI) (NYSE Amex: EAG) offers
advanced solutions in the design, fabrication, and installation of
transparent and opaque armor, security doors, windows and curtain
wall systems for use by military, law enforcement, homeland defense
and corporate customers. ADSI engineers also specialize in
developing innovative, functional and aesthetically pleasing
security applications for the mobile and fixed infrastructure
physical security industry. For more information about American
Defense Systems, go to www.adsiarmor.com.
Company Contacts: Roger Ward V.P. of Marketing &
Investor Relations American Defense Systems, Inc. Tel 516-390-5300,
x326 Email Contact
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