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Seamless Technology Completes Recapitalization Through Debt Conversion 4/4/2006 9:00:16 AM Conversion of $2.1 Million of Debt Into Equity Improves Balance Sheet and Reflects Confidence of Major Shareholders in Company's Future
MIAMI, FL, Apr 04, 2006 (MARKET WIRE via COMTEX) -- Seamless Technology Inc. ( SLSX ) ( www.seamlesstech.com) -- a leading technology provider of e-business solutions -- announced today that it had completed the conversion of approximately $2.1 Million of its outstanding debt held by Borys Rafalowicz and Nick Nishiwacki, the Company's largest shareholders, into equity. The debt was converted into 2,260,000 shares of restricted common stock, warrants for 780,000 shares of common stock exercisable at $2.00 per share for two years, and 400 shares of Series A Convertible Preferred Stock (the "Preferred Shares") covering $400,000 of the outstanding debt. The Preferred Shares are convertible into 400,000 shares of the Company's common stock. The conversion will reduce the company's interest expense by $189,000 per year. In addition, the conversion will increase the stockholder's equity by $2.1 million. The Preferred Shares accrue a dividend of 9% per annum, payable on a quarterly basis in cash or common stock. The debt conversion is effective December 30, 2005.
"The conversion of the $2.1 million of debt into equity significantly strengthens our balance sheet and as of December 31, 2005 the Company is debt free," stated David C. Langle, CFO of Seamless Technology. "The stronger balance sheet not only assists the Company in attracting new prospective customers and attract further institutional investment, but it also eliminates uncertainty from the investment community due to the large amount of debt previously on the Company's balance sheet which was due in 2010. In addition, the conversion of the debt by Seamless Technology into Common and Preferred Shares, confirms the major shareholders confidence in the future prospects of the Company." The Company has approximately 23 million shares of common stock outstanding after the completion of the debt conversion.
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Seamless Technology is a public holding company for Internet-based technology companies. It presently owns two established technology companies with excellent industry name recognition and reputations. The Company has located other synergistic businesses that it intends to acquire prior to the end of 2006.
Safe Harbor Disclosure:
This press release includes "forward-looking statements" within the meaning of the federal securities laws, commonly identified by such terms as "believes," "looking ahead," "anticipates," "estimates" and other terms with similar meaning. Although the Company believes that the assumptions upon which its forward-looking statements are based are reasonable, it can give no assurance that these assumptions will prove to be correct. Important factors that could cause actual results to differ materially from the Company's projections and expectations are disclosed in the Company's filings with the Securities and Exchange Commission. All forward-looking statements in this press release are expressly qualified by such cautionary statements and by reference to the underlying assumptions.
Contact: Seamless Technology Inc. 3155 NW 82nd Avenue Suite 200 Miami, Florida 33122 Phone: 305-477-8177 http://www.seamlesstech.comhttp://www.pinneast.comhttp://www.MerchandiZer.com Seamless Technology Inc., Miami Borys Rafalowicz CEO 305-477-8177 borys*seamlesstech.com Investor Relations Contact: For more information on Seamless Technology, please contact: Gerald Kieft or Ryan Audin Wall Street Resources, Inc. 2646 SW Mapp Road, Suite 303 Palm City, Florida 34990 772-219-7525 www.wallstreetresources.net
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