Elcom International, Inc. Files Annual Report on Form 10-K
March 30 2004 - 11:15AM
PR Newswire (US)
Elcom International, Inc. Files Annual Report on Form 10-K Schedule
One Filed Today with the AIM/London Stock Exchange to Propose to
List New Shares NORWOOD, Mass., March 30 /PRNewswire-FirstCall/ --
Elcom International, Inc. (BULLETIN BOARD: ELCO), a leading
international provider of remotely- hosted eProcurement and
Marketplace solutions (the "Company"), today announced that it
filed its Annual Report on Form 10-K yesterday, March 29, 2004. The
Company also announced that its nominated advisor in the U.K. has
filed a Schedule One with the London Stock Exchange associated with
the Company's proposed admission to trading on the Alternative
Investment Market (the "AIM Listing"). Under the rules of AIM, any
company applying to have its shares admitted to AIM must inter alia
file a Schedule One (as set out in the AIM rules) which contains
summary information on the company, the shares to be admitted and
the major shareholders in the company. The Schedule One is required
to be filed at least ten business days before the expected date of
admission to AIM and is updated with final information, usually
three days prior to the date of admission. The Company has now
filed a Schedule One with the London Stock Exchange and intends to
file an updated Schedule One when the details of the placing are
finalised. The Company intends to agree to issue and sell common
shares to investors in the U.K. during early April 2004, subject to
the AIM Listing becoming effective. The new Elcom shares of common
stock would be issued in reliance on the exemption from
registration under Regulation S under the Securities Act of 1933
for offshore private or public placements. Under Regulation S, the
new shares would not be able to be resold to U.S. persons or to
other persons located in the U.S., but may otherwise be traded in
the United Kingdom and offshore without other restrictions. The
shares proposed to be traded on the AIM exchange will not commingle
with the Company's stock traded on the OTCBB until and unless the
Company registers the shares listed on AIM, via an S-1 Registration
Statement with the SEC. The funds to be derived from such proposed
sale of common shares would be used to support the Company's
working capital requirements until the Company achieves positive
cash flow, which management expects to occur in 2005. The Company
is seeking to raise approximately �1.6 million to �2.0 million
(approximately $2.9 million to $3.6 million) via this issuance and
sale of common shares in the U.K. As of this date, the Company's
nominated advisor in the U.K. has received written indications of
interest for the sale of its common shares in the U.K. of over �1.7
million (approximately $3.1 million), which is above the minimum
range desired by the Company, at a price equal to the conversion
rate of the Company's recent placement(s) of Convertible Debentures
of $0.1246 per share. See "Recent Sales of Unregistered Securities
- Convertible Debentures" in the Company's Form-10K. The agreement
to purchase and pricing of this sale of common shares occurs
several days prior to the AIM Listing and the pricing thereof is
not necessarily indicative of the price at which the shares will
trade on the AIM. There can be no assurance that the sale of
anycommon shares in the U.K. or the AIM Listing associated
therewith, will be consummated. In the event common shares are not
sold and/or the AIM Listing is not consummated, the Company would
be forced to seek other alternative financing. There can no
assurance that any such financing could be realized by the Company,
if at all, and on what terms. If the Company is unable to
consummate any financing or receive loaned monies to provide
sufficient working capital, the Company would be forced to seek
protection under bankruptcy laws. The Company expects certain Elcom
stockholders, which may include the Chairman and CEO and Vice
Chairman and Director, to provide bridge loans to the Company for
funds during the period leading up to the proposed AIM Listing. The
above referenced shares of common stock of Elcom have not been
registered under the Securities Act of 1933 and may not be offered
or sold in the United States (or to a U.S. person) absent
registration or an applicable exemption from the registration
requirements. Robert J. Crowell, Elcom International's Chairman and
CEO, said, "We are pleased at the prospect of being listed on the
London Stock Exchange's AIM. We believe this listing on the AIM
exchange, if consummated as anticipated, is expected to allow the
Company to raise sufficient funds to allow it to support its growth
and expansion. In addition, the Company anticipates that it will be
the recipient of future research in the U.K., which will raise the
awareness of the Company to U.K. potential investors. Further, once
the Company receives funding from the proposed sale of shares, we
anticipate filing an amended Form 10-K which would contain an
unqualified opinion as to the Company's ability to continue as a
going concern. It is interesting to note that while the capital
markets in the United States are severely constrained, especially
for smaller capitalized companies, capital is available for growing
companies through the London Stock Exchange's AIM. We believe the
AIM Listing will allow Elcom to create a new foundation for the
Company." Elcom Product Offerings For detailed information on our
PECOS(TM) technology and optional Dynamic Trading functionality,
please visit our website at
http://www.elcominternational.com/products.htm About Elcom
International, Inc. Elcom International, Inc. (OTC:ELCO) (BULLETIN
BOARD: ELCO) is a leading international provider of remotely-hosted
eProcurement and private eMarketplace solutions. Elcom's innovative
remotely-hosted technology establishes the next standard of value
and enables enterprises of all sizes to realize the many benefits
of eProcurement without the burden of significant infrastructure
investment and ongoing content and system management. PECOS
Internet Procurement Manager, elcom, inc.'s remotely-hosted
eProcurement and eMarketplace enabling platform was the first
"live" remotely-hosted eProcurement system in the world. Additional
information can be found at http://www.elcominternational.com/
Information Associated with Fairness Disclosure Regulation
(Regulation FD) To view the Schedule One filing at the AIM, go to
http://www.londonstockexchange.com/, then click in the upper right
hand corner on RNS News, then in the search box entitled "Company
Name" insert the letters "aim" and click on the red "Go" button.
Then tick the box next to "AIM" and then click on the red button
"View Announcements". If you then view the Search Results you will
see that Elcom International is listed with a date of 30 March
2004. STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT
Except for the historical information contained herein, the matters
discussed in this press release could include forward-looking
statements or information. All statements, other than statements of
historical fact, including, without limitation, those with respect
to the Company's objectives, plans and strategies set forth herein
and those preceded by or that include the words "believes,"
"expects," "targets," "intends," "anticipates," "plans," or similar
expressions, are forward-looking statements. Although the Company
believes that such forward-looking statements are reasonable, it
can give no assurance that the Company's expectations are, or will
be, correct. These forward-looking statements involve a number of
risks and uncertainties which could cause the Company's future
results to differ materially from those anticipated, including: (i)
availability and terms of appropriate working capital and/or other
financing to keep theCompany operating, particularly in light of
the audit opinion from the Company's independent accountants in
this Annual Report on Form 10-K as to the Company's necessity to
raise capital to continue as a going concern past April 2004, the
Company's $515,000 in cash and cash equivalents at December 31,
2003 and its history of ongoing operating losses; (ii) the overall
marketplace and client's acceptance and usage of eCommerce software
systems, including corporate demand therefor, the impact of
competitive technologies, products and pricing, particularly given
the subsequently larger size and scale of certain competitors and
potential competitors, and control of expenses, revenue growth,
corporate demand for eProcurement and eMarketplace solutions; (iii)
the consequent results of operations given the aforementioned
factors; and (iv) the necessity of the Company to raise additional
working capital to fund operations during April 2004 and the
availability of any such funding to the Company and other risks
detailed from time to time in the Company's Annual Report on Form
10-K filed on March 29, 2004 and in its other SEC reports and
statements. In the event the Company is unable to raise additional
working capital from additional implementation, professional
services fees, and monthly license and other fees, or by the sale
of assets or by other means, including the proposed AIM Listing,
the Company would be forced to seek protection under U.S.
bankruptcy laws. The Company assumes no obligation toupdate any of
the information contained or referenced in this press release.
DATASOURCE: Elcom International, Inc. CONTACT: Investor Relations
of Elcom International, Inc., Web site: http://www.elcom.com/
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