Archive for 'Securities Act of 1933'

Pole Perfect Studios, Inc. (OTC Bulletin Board: PPFT) announced that it has effected a 4 for 1 forward split of its shares of common stock outstanding.  All owners of record at the close of business on December 10, 2010 (record date) will receive three additional shares for every one share they currently own.  Payment of the additional shares will be made on the Payment Date which is December 14, 2010.  Under FINRA rules, the ticker symbol will change to “PPFTD” for a period of 20 business days in order to reflect the split of the shares.  After 20 business days, the symbol will revert back to “PPFT.”  If you are an owner of shares of Pole Perfect Studios, Inc., you do not need to surrender your shares.  The additional shares will be mailed to the address on record with the transfer agent or directly to your broker.

About Pole Perfect Studios, Inc.

Pole Perfect, through its operating subsidiary Torchlight Energy, Inc., is an exploration stage energy company, incorporated under the laws of Nevada.  It is engaged in the acquisition, exploration, exploitation and/or development of oil and natural gas properties in the United States.  In November 2010, Pole Perfect entered into a share exchange agreement, whereby Torchlight Energy, Inc. became a wholly owned subsidiary and the shareholders of Torchlight received stock in Pole Perfect in exchange for their stock in Torchlight.  Upon the acquisition of Torchlight, Pole Perfect abandoned all of its previous business plans within the health and fitness industries.  Pole Perfect’s business model is to focus on drilling and working interest programs that have a short window of payback, a high internal rate of return and proven and bookable reserves.  The company currently has only one interest in an oil and gas project, the Marcelina Creek Field Development.  Pole Perfect anticipates being involved in multiple other oil and gas projects moving forward, pending adequate funding.  You can view more information on the company website at www.torchlightenergy.com.

FORWARD-LOOKING STATEMENTS

The information contained in this news release, other than historical information, consists of forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These statements may involve risks and uncertainties that could cause actual results to differ materially from those described in such statements. Such forward-looking statements involve known and unknown risks and uncertainties, including risks associated with our ability to obtain additional capital in the future to fund our planned expansion, the demand for oil and natural gas, general economic factors, competition in general and other factors that may cause actual results to be materially different from those described herein as anticipated, believed, estimated or expected. Pole Perfect is under no obligation (and expressly disclaims any such obligation) to update or alter its forward-looking statements whether as a result of new information, future events or otherwise.

SuccessFactors, Inc. (Nasdaq: SFSF) on Top of Customer Satisfaction

SuccessFactors, Inc. (Nasdaq: SFSF) on Top of Customer Satisfaction

Today, SuccessFactors, Inc. (Nasdaq: SFSF) announced that it has been named #1 in the enterprise segment of the annual customer satisfaction study conducted by Bersin & Associates, a world-class research and consulting firm that empowers HR organizations to drive bottom-line impact. The findings are included in Bersin & Associates’ Talent Management Systems Customer Satisfaction 2011: Executive Summary released earlier this week. The full report will be released in late December.

“Within the enterprise segment, SuccessFactors emerged as the customer satisfaction leader,” said Josh Bersin, CEO and president, Bersin & Associates. “We know that satisfaction is directly linked to service and support. Given the company’s rapid growth, achieving this level of customer satisfaction shows tremendous focus on the service dimension of its business.”

“We’re investing in customer satisfaction across our entire organization every day, from expanding our customer service operation internationally to continually improving our product,” said Dmitri Krakovsky, vice president of global products, SuccessFactors. “This recognition for customer satisfaction is particularly satisfying because over the last few years we have introduced a number of new products, including Recruiting Management, Employee Central and Calibration. It’s excellent to see that our customers are happy not just with our original product line-up, but with our overall product quality, our service, our implementation protocols and our ability to serve as strategic advisors. We use the BizX Suite ourselves to deliver on goals like ‘the customer must win’ – and these findings are great validation of our support and service.”

Bersin’s customer satisfaction methodology, now in its second year of publishing, measures four key service dimensions: product quality, implementation, service, and business partnership. SuccessFactors customers gave the company an overall satisfaction score of 4.17 on a scale of one to five, the highest of any vendor participating in the enterprise segment. The average satisfaction rating for all others in the enterprise segment was 3.76 out of five.

The results of this comprehensive study show that customer satisfaction with talent management systems is highly correlated to vendors’ capabilities as strategic business partners. The research found that customers are increasingly looking for fully integrated talent management platforms.  This year more than one third of all respondents are willing to sacrifice advanced features in favor of purchasing an end-to-end system from a single vendor, up from only 14 percent last year.

To download a complimentary copy of Talent Management Systems Customer Satisfaction 2011: Executive Summary, go to: http://marketing.bersin.com/CSat2011.html. The full report will be available in the coming weeks – visit www.bersin.com or contact Bersin at info@bersin.com for more information.

About SuccessFactors, Inc.

SuccessFactors is a global leader in Business Execution Software. The SuccessFactors Business Execution (BizX) Suite, which is delivered through the cloud, improves business alignment, team execution and people performance to drive results for companies of all sizes. Across 168 countries and 34 languages, more than 8 million users and 3,000 companies leverage SuccessFactors every day, up from approximately 300,000 users and 100 companies in 2003. BizX bridges the gap between strategy and success by allowing every person in an organization to execute against their goals better and faster. SuccessFactors’ recent acquisitions of YouCalc, Inform and CubeTree supplement SuccessFactors’ core BizX strategy with solutions that align with SuccessFactors’ mission of helping companies get work done by delivering robust business insights and improved collaboration. To learn more, visit: www.successfactors.com.

Execution Is The Difference™

Follow us: http://twitter.com/SuccessFactors

Like us: http://facebook.com/SuccessFactors

“Safe harbor” statement under the Private Securities Litigation Reform Act of 1995:

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements are SuccessFactors’ current expectations and beliefs.

These forward-looking statements include statements about product strategy and performance, customer usage, expected benefits and implementation. Factors that could cause actual results to differ materially from those contemplated by these forward-looking statements include: unexpected delays in implementation; unexpected bugs or defects; outages or security breaches; user acceptance levels of the application; or our ability to manage our growth. If any such risks or uncertainties materialize or if any of the assumptions proves incorrect, our results could differ materially from the results expressed or implied by the forward-looking statements we make.

Further information on these and other factors that could affect these forward-looking statements is included in the section entitled “Risk Factors” in our Annual Report on Form 10-K and in our most recent report on Form 10-Q and in other filings we make with the Securities and Exchange Commission from time to time.

These documents are or will be available in the SEC Filings section of the Investor Relations section of our website at www.successfactors.com/investor. Information on our website is not part of this release.

Contact:
Dominic Paschel, 415-262-4641
Director of Global Public & Investor Relations
dpaschel@successfactors.com

Standard Pacific Corp. (NYSE: SPF) today announced the pricing of its previously announced private placement of senior notes and an increase in the amount of the placement to $675 million aggregate principal amount, with $275 million aggregate principal amount of additional notes of the Company’s outstanding 8 3/8% senior notes due May 15, 2018 (the “additional 2018 notes”), and $400 million aggregate principal amount of a new series of 8 3/8% senior notes due January 15, 2021 (the “2021 notes”).  The additional 2018 notes were priced at 102.250% of their face value to yield 7.964%.  The 2021 notes were priced at 99.154% of their face value to yield 8.5%.

As previously announced, the notes will be issued in a private offering that is exempt from the registration requirements of the Securities Act of 1933, as amended.  The notes will be senior unsecured obligations of the Company, and will be guaranteed on a senior basis by all of the Company’s subsidiaries that guarantee the Company’s outstanding 2018 notes.  The additional 2018 notes will initially be issued under a CUSIP number different from the CUSIP number applicable to the outstanding 2018 notes.

The Company intends to use the proceeds from the offering of the notes to finance the purchase of its 9 1/4% senior subordinated notes due April 15, 2012, 6 1/4% senior notes due April 1, 2014 and 7% senior notes due August 15, 2015 in its previously announced cash tender offers and to pay the related consent fees, to prepay the $225 million principal amount outstanding under its Term Loan B credit agreement, and to pay all fees and expenses related to such purchases and repayments, including payments in connection with the termination of interest rate swap agreements related to the Term Loan B, and to repay up to $26.6 million of its outstanding intercompany indebtedness.  To the extent there are any remaining proceeds from the offering after completion of such payments, the Company intends to use such amount for general corporate purposes.

The offering is expected to close on December 22, 2010, subject to customary closing conditions, including consummation of the cash tender offers and related consent solicitations.

The notes are being offered in the United States only to qualified institutional buyers in reliance on Rule 144A under the Securities Act, and outside the United States only to non-U.S. investors pursuant to Regulation S under the Securities Act.  The notes will not be registered under the Securities Act, and, unless so registered, may not be offered or sold in the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and other applicable securities laws.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy the notes or any other securities, and shall not constitute an offer, solicitation or sale in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.

About Standard Pacific Corp.

Standard Pacific, one of the nation’s largest homebuilders, has built more than 112,000 homes during its 44-year history.  The Company constructs homes within a wide range of price and size targeting a broad range of homebuyers.  Standard Pacific operates in many of the largest housing markets in the country with operations in major metropolitan areas in California, Florida, Arizona, the Carolinas, Texas, Colorado and Nevada.  For more information about the Company and its new home developments, please visit our website at: www.standardpacifichomes.com.

Forward-Looking Statements

This press release contains forward-looking statements, including our statements regarding the offering of the notes and the intended use of proceeds from the offering.  All forward-looking statements in this press release reflect the Company’s current analysis of existing facts and information and represent the Company’s judgment only as of the date of this press release.  Actual events or results might differ materially from these statements due to risks and uncertainties.  The Company cannot be certain that the notes offering will be completed on the terms discussed above, or at all, when or if its tender offers discussed above will be consummated, or whether the proposed repayment of the Company’s Term Loan B discussed above will be consummated.  The Company expressly disclaims any intent or obligation to update these forward-looking statements, except as required by law.  For a discussion of certain of the risks, uncertainties and other factors affecting the statements contained in this press release, see the Company’s Annual Report on Form 10-K for the year ended December 31, 2009 and subsequent Quarterly Reports on Form 10-Q.

Contact:
John Stephens, SVP & CFO (949) 789-1641, jstephens@stanpac.com
Amazon (Nasdaq: AMZN) Loans $175 Million to LivingSocial

Amazon (Nasdaq: AMZN) Loans $175 Million to LivingSocial-Image via CrunchBase

LivingSocial (www.livingsocial.com) has secured a $175 million investment from Amazon (Nasdaq: AMZN). LivingSocial has also secured an additional $8 million investment from Lightspeed Venture Partners. LivingSocial will use this investment to maintain a steady drumbeat of worldwide launches and overall business growth while continuing to serve more than 10 million subscribers across the U.S., Canada, UK, Ireland and Australia in more than 120 locations. Because of LivingSocial’s rapid expansion, the company is currently booking revenues of more than $1 million a day on average and is projected to book well over $500 million in revenue in 2011.

“To be the biggest player in the local commerce space there is no one better to work with than Amazon,” said Tim O’Shaughnessy, CEO of LivingSocial. “As the social shopping space continues to heat up, LivingSocial is committed to staying focused on providing the high level of quality that consumers and merchants have come to expect when working with us.”

As the online source to find amazing experiences at an unbeatable value, LivingSocial lets anyone experience the hottest restaurants, shops, activities and services in their area. The company has dedicated area experts on the ground in every location working directly with business owners, and constantly researching the best in local adventures to bring a savings of 50% to 70% for consumers.

Recently, LivingSocial expanded its business by acquiring adventure company Urban Escapes, and launching three new verticals including LivingSocial Family Edition, Campus Deals and LivingSocial Escapes, a travel site that offers unbeatable savings on curated adventures. In addition, the company continues a regular flow of launches – on average one per day – and has expanded its reach in Australia with a controlling stake in Jump On It, making it live in five countries.

About LivingSocial

LivingSocial is the online source for people to find handpicked experiences at a great value, inviting anyone to save up to 50% to 70% each day on their favorite restaurants, spas, sporting events, hotels and other local attractions in major cities. LivingSocial has an extensive subscriber base of 10 million, and is headquartered in Washington, D.C. To sign up for Deals in your location, or to find out more information about LivingSocial, visit www.livingsocial.com. You can also follow LivingSocial on Twitter at www.twitter.com/livingsocial.

About Amazon.com

Amazon.com, Inc. (Nasdaq: AMZN), a Fortune 500 company based in Seattle, opened on the World Wide Web in July 1995 and today offers Earth’s Biggest Selection. Amazon.com, Inc. seeks to be Earth’s most customer-centric company, where customers can find and discover anything they might want to buy online, and endeavors to offer its customers the lowest possible prices. Amazon.com and other sellers offer millions of unique new, refurbished and used items in categories such as Books; Movies, Music & Games; Digital Downloads; Electronics & Computers; Home & Garden; Toys, Kids & Baby; Grocery; Apparel, Shoes & Jewelry; Health & Beauty; Sports & Outdoors; and Tools, Auto & Industrial. Amazon Web Services provides Amazon’s developer customers with access to in-the-cloud infrastructure services based on Amazon’s own back-end technology platform, which developers can use to enable virtually any type of business. Kindle and Kindle DX are the revolutionary portable readers that wirelessly download books, magazines, newspapers, blogs and personal documents to a crisp, high-resolution electronic ink display that looks and reads like real paper. Kindle and Kindle DX utilize the same 3G wireless technology as advanced cell phones, so users never need to hunt for a Wi-Fi hotspot. Readers who don’t need the convenience of free 3G wireless can choose Kindle Wi-Fi for a lower price. Kindle is the #1 bestselling product across the millions of items sold on Amazon.

Amazon and its affiliates operate websites, including www.amazon.com, www.amazon.co.uk, www.amazon.de, www.amazon.co.jp, www.amazon.fr, www.amazon.ca, www.amazon.cn, and www.amazon.it. As used herein, “Amazon.com,” “we,” “our” and similar terms include Amazon.com, Inc., and its subsidiaries, unless the context indicates otherwise.

Forward-Looking Statements

This announcement contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Actual results may differ significantly from management’s expectations. These forward-looking statements involve risks and uncertainties that include, among others, risks related to competition, management of growth, new products, services and technologies, potential fluctuations in operating results, international expansion, outcomes of legal proceedings and claims, fulfillment center optimization, seasonality, commercial agreements, acquisitions and strategic transactions, foreign exchange rates, system interruption, inventory, government regulation and taxation, payments and fraud. More information about factors that potentially could affect Amazon.com’s financial results is included in Amazon.com’s filings with the Securities and Exchange Commission, including its most recent Annual Report on Form 10-K and subsequent filings.

http://www.livingsocial.com

Unilife Corporation (Unilife or Company) (Nasdaq: UNIS; ASX: UNS) announced today that it has successfully obtained commitments for a private placement of A$23.1 million (US$22.4 million) (Placement). The Company is also pleased to announce the terms of an offer to eligible shareholders with a registered address in Australia or New Zealand (Eligible Shareholders) under a Share Purchase Plan (SPP) subject to the limitations described below.

Unilife intends to use the net proceeds from the Placement and SPP for the purchase of additional capital equipment, for general operations including the development of other pipeline products and supporting the 2011 transition of Unilife into a commercial manufacturer and supplier of its proprietary medical devices to pharmaceutical and healthcare companies.

Placement

Unilife has received commitments from sophisticated and professional investors, with strong institutional support, in Australia for the private placement of CDIs (each CDI representing an interest in one-sixth of a share of Unilife Corporation common stock as traded on the NASDAQ exchange) (Placement CDIs) at an issue price of A$0.85 per CDI  with  free attaching unlisted  options (Placement Options). Total gross proceeds from the Placement will be A$23.1 million, which does not include proceeds from the exercise of the Placement Options or proceeds from the SPP.  The price of A$0.85 represents a 12.7% discount to the Volume Weighted Average Price of Unilife CDIs traded on the ASX during the last 30 days.

Each subscriber under the Placement will receive two Placement Options (a Tranche 1 option and a Tranche 2 option) for every 24 Placement CDIs subscribed for in the Placement.  Each Placement Option will entitle the holder to acquire one fully paid share of common stock in the Company (which the option holder may elect to receive in the form of common stock or CDIs). The Tranche 1  Placement Options will have an exercise price of A$7.50 per share of common stock (equivalent to A$1.25 per CDI) and the Tranche 2 Placement Options will have an exercise price of A$12.00 per share of common stock (equivalent to A$2.00 per CDI). The Placement Options will be exercisable at any time starting six months after their date of grant and will expire three years from their date of grant.

Share Purchase Plan

The Company is also pleased to announce the terms of an offer to eligible shareholders of the Company with a registered address in Australia or New Zealand (Eligible Shareholders) under a Share Purchase Plan (SPP) to raise up to A$7 million (or such greater amount as the directors determine (subject to the limitation described below).

The SPP will provide Eligible Shareholders of Unilife with an opportunity to purchase CDIs in the Company without incurring brokerage or other transaction costs and at the same issue price as the Placement CDIs.

Under the SPP, each Eligible Shareholder who holds CDIs or shares of common stock in Unilife at the record date of 26 November 2010 will be entitled to acquire up to A$15,000 worth of new CDIs in the Company (each representing an interest in one sixth of a common share) which will have equal rights and privileges in all respects with the CDIs of Unilife on issue at the date of their allotment (SPP CDIs).

The SPP CDIs will be offered at an issue price of A$0.85 per CDI.  ASIC regulations do not permit the Company to issue unlisted options under a SPP without a prospectus. Furthermore, the SPP will be restricted to Eligible Shareholders in Australia and New Zealand as the Company considers it would be impractical to extend the offer to shareholders in other jurisdictions. In particular, it would be unlawful and impracticable to extend the SPP to shareholders in US without issuing a prospectus.

If subscriptions under the SPP exceed A$7 million, the Company may scale back the number of SPP CDIs issued to each applicant. If applications are scaled back, any excess application monies will be refunded without interest. However, the Board retains the discretion to issue additional SPP CDIs to satisfy all or part of such applications in excess of A$7 million, subject to a maximum number of SPP CDIs which the Company is permitted to issue under the NASDAQ Listing Rules without shareholder approval for the issue (ie, not more than 20% of the Company’s current issued capital when aggregated with the CDIs issued under the Placement).

Shareholder approval is not required for the issue of Shares to shareholders under the SPP. The SPP documentation will be posted to Eligible Shareholders on or around 6 December 2010 together with an Application Form. Eligible Shareholders will need to complete and return the Application Form by 5pm (Australian Western Standard Time) on 22 December 2010 in order to take up CDIs under the SPP. Eligible Shareholders should consider all of the SPP documentation, including the SPP Terms and Conditions, before deciding whether to participate in the offer.

Important Dates
Record date for determining entitlements under SPP 5.00pm (Sydney time) on
Friday 26 November 2010
SPP documents despatched to Eligible Shareholders 6 December 2010
SPP offer opens 6 December 2010
SPP offer closes 5.00pm (WST) on
22 December 2010
SPP Shares allotted 31 December 2010
Despatch of holding statements to Eligible Shareholders 5 January 2011

The dates in the table above are indicative only and Unilife may amend this timetable. Unilife may also withdraw the offer of new CDIs under the SPP at any time before the allotment date in its absolute discretion.

The securities to be offered have not been registered under Securities Act of 1933, as amended (the “Act”), or any state securities laws, and until so registered, may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Act and applicable state securities laws.

This press release is not an offer to sell, nor a solicitation of an offer to buy any securities, nor shall there by any sale of these securities in any state or jurisdiction in which the offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction or an applicable exemption therefrom.

About Unilife Corporation

Unilife Corporation is a U.S.-based medical device company focused on the design, development, manufacture and supply of a proprietary range of retractable syringes. Primary target customers for Unilife products include pharmaceutical manufacturers, suppliers of medical equipment to healthcare facilities and patients who self-administer prescription medication. These patent-protected syringes incorporate automatic, operator-controlled needle retraction features which are fully integrated within the barrel, and are designed to protect those at risk of needlestick injuries and unsafe injection practices. Unilife is ISO 13485-certified and has FDA-registered medical device manufacturing facilities in Pennsylvania.

This press release contains forward-looking statements. All statements that address operating performance, events or developments that we expect or anticipate will occur in the future are forward-looking statements. These forward-looking statements are based on management’s beliefs and assumptions and on information currently available to our management. Our management believes that these forward-looking statements are reasonable as and when made. However, you should not place undue reliance on any such forward-looking statements because such statements speak only as of the date when made. We do not undertake any obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. In addition, forward-looking statements are subject to certain risks and uncertainties that could cause actual results, events and developments to differ materially from our historical experience and our present expectations or projections. These risks and uncertainties include, but are not limited to, those described in “Item 1A. Risk Factors” and elsewhere in our Annual Report on Form 10-K and those described from time to time in other reports which we file with the Securities and Exchange Commission.

Lennar Corporation (NYSE: LEN) Completes First Distressed Sale Purchase

Lennar Corporation (NYSE: LEN) Completes First Distressed Sale Purchase-Image via Wikipedia

Lennar Corporation (NYSE: LEN and LEN.B), one of the nation’s largest homebuilders, today announced that its Rialto Capital subsidiary has completed the first closing of a real estate investment fund with initial equity commitments of approximately $300 million (including $75 million committed by Lennar). The Fund’s objective during its three-year investment period is to invest in distressed real estate assets and other related investments that fit within the Fund’s investment parameters.

This announcement does not constitute an offer to sell or a solicitation of an offer to buy securities in the United States. Interests in the Fund have not been registered under the Securities Act of 1933, as amended, or any U.S. state securities law, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

Lennar Corporation, founded in 1954, is one of the nation’s leading builders of quality homes for all generations. The Company builds affordable, move-up and retirement homes primarily under the Lennar brand name. Lennar’s Financial Services segment provides primarily mortgage financing, title insurance and closing services for both buyers of the Company’s homes and others. Lennar’s Rialto Investments segment is focused on distressed real estate asset investments, asset management and workout strategies. Previous press releases and further information about the Company may be obtained at the “Investor Relations” section of the Company’s website, www.lennar.com.

Some of the statements in this press release are “forward-looking statements,” as that term is defined in the Private Securities Litigation Reform Act of 1995. These forward-looking statements include statements regarding our business, financial condition, results of operations, cash flows, strategies and prospects. You can identify forward-looking statements by the fact that these statements do not relate strictly to historical or current matters. Rather, forward-looking statements relate to anticipated or expected events, activities, trends or results. Because forward-looking statements relate to matters that have not yet occurred, these statements are inherently subject to risks and uncertainties. Many factors could cause our actual activities or results to differ materially from the activities and results anticipated in forward-looking statements. These factors include those described under the caption “Risk Factors” in Item 1A of our Annual Report on Form 10-K for our fiscal year ended November 30, 2009. We do not undertake any obligation to update forward-looking statements, except as required by Federal securities laws.

CPI International, Inc. (Nasdaq: CPII) to Merge With Veritas Capital

CPI International, Inc. (Nasdaq: CPII) to Merge With Veritas Capital-Image via CrunchBase

CPI International, Inc. (Nasdaq: CPII) announced today the signing of a definitive merger agreement under which CPI International (CPI) will be acquired by an affiliate of Veritas Capital Fund IV (Veritas Capital) for $19.50 per share in cash.  The purchase price reflects a premium of approximately 35 percent over the closing price of CPI common stock on November 24, 2010, and 38 percent over the average closing price of the CPI common stock for the 90 days ending November 24, 2010.  The transaction is valued at approximately $525 million.

“Veritas Capital is pleased to be associated with the management and employees of CPI.  The company has a long history of providing technology and product excellence to the defense, communications, medical and scientific markets.  We look forward to continuing this tradition under our ownership, working with Joe Caldarelli and his team, by providing our customers with cost effective, advanced solutions to their important requirements,” said Robert B. McKeon, founder, chairman and managing partner of Veritas Capital.

“With its extensive technology and defense industry experience and strong track record of fostering growth in its portfolio companies, Veritas Capital is an excellent partner for CPI.  Our board of directors and management believe this transaction will provide considerable benefits for CPI’s customers, and CPI’s stockholders will benefit from a significant premium over the current stock price,” said Joe Caldarelli, chief executive officer of CPI.  “We are very excited by the prospect of working with Veritas Capital to continue to grow CPI’s business while providing our customers in all of our commercial and defense end markets with the state-of-the-art technology, dependable products and best-in-class customer service that they have come to expect from CPI.  We will continue to support all the markets and product areas in which we are currently involved, and, in fact, expect to grow our participation in them.”

Closing Conditions and Shareholder Voting Requirements

The transaction is subject to CPI stockholder approval, and is also subject to a number of customary regulatory and other closing conditions.  The transaction is not subject to any financing conditions.

Certain significant stockholders of CPI have entered into a voting agreement with an affiliate of Veritas Capital with respect to approximately 49 percent of the outstanding shares of CPI common stock to demonstrate their strong support of the proposed transaction.

About CPI International, Inc.

CPI International, Inc., headquartered in Palo Alto, California, is the parent company of Communications & Power Industries, Inc., a leading provider of microwave, radio frequency, power and control solutions for critical defense, communications, medical, scientific and other applications.  Communications & Power Industries, Inc. develops, manufactures and distributes products used to generate, amplify, transmit and receive high-power/high-frequency microwave and radio frequency signals and/or provide power and control for various applications.  End-use applications of these systems include the transmission of radar signals for navigation and location; transmission of deception signals for electronic countermeasures; transmission and amplification of voice, data and video signals for broadcasting, Internet and other types of commercial and military communications; providing power and control for medical diagnostic imaging; and generating microwave energy for radiation therapy in the treatment of cancer and for various industrial and scientific applications.

About Veritas Capital

Founded in 1992 and headquartered in New York, Veritas Capital is a leading private equity investment firm that invests in companies that provide critical products and services to governments worldwide.  Since its founding, Veritas has been involved as the lead investor in transactions totaling more than $8 billion in value.  Veritas is the premier private equity firm focused on the defense and government services sector and ranks in the top decile in terms of investment performance since its founding.  For more information, please visit http://www.veritascapital.com.

Additional Information about the Transaction and Where to Find It

The acquisition will be submitted to CPI’s stockholders for their consideration.  In connection with the acquisition, CPI intends to file relevant materials with the SEC, including a proxy statement and other relevant documents concerning the merger.  Investors and stockholders of CPI are urged to read the proxy statement and other relevant documents filed with the SEC when they become available, as well as any amendments or supplements to the documents because they will contain important information about CPI and the merger.

Stockholders of CPI can obtain more information about the proposed transaction by reviewing the Form 8-K to be filed by CPI in connection with the announcement of the entry into the merger agreement, and any other relevant documents filed with the SEC when they become available.  The proxy statement and any other relevant materials (when they become available), and any other documents filed by CPI with the SEC, may be obtained free of charge at the SEC’s web site at www.sec.gov.  In addition, investors and stockholders may obtain free copies of the documents filed with the SEC by directing a written request to: CPI International, Inc., 811 Hansen Way, Palo Alto, California 94303, Attention: Investor Relations.  Investors and stockholders are urged to read the proxy statement and the other relevant materials when they become available before making any voting or investment decision with respect to the merger.

Participants in Solicitations

CPI and its directors, executive officers and other members of its management and employees may be deemed to be participants in the solicitation of proxies from stockholders of CPI in connection with the merger.  Information regarding CPI’s directors and executive officers is available in CPI’s proxy statement on Schedule 14A for its 2010 annual meeting of stockholders, which was filed with the SEC on January 20, 2010.  Additional information regarding the interests of such potential participants will be included in the proxy statement and the other relevant documents filed with the SEC when they become available.

Cautionary Statement Regarding Forward-Looking Statements

Certain statements included above constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended.  Forward-looking statements provide our current expectations, beliefs or forecasts of future events.  Forward-looking statements are subject to known and unknown risks and uncertainties, which could cause actual events or results to differ materially from the results projected, expected or implied by these forward looking statements.  Such differences may result from a variety of factors, including but not limited to:

  • legal or regulatory proceedings or other matters that affect the timing or ability to complete the transactions as contemplated;
  • the possibility that the expected funding for the merger will not be obtained;
  • the possibility of disruption from the pending merger making it more difficult to maintain business and operational relationships;
  • the possibility that the merger does not close, including but not limited to, due to the failure to satisfy the closing conditions; and
  • developments beyond CPI’s control, including but not limited to: changes in domestic or global economic conditions, competitive conditions and consumer preferences; adverse weather conditions or natural disasters; health concerns; international, political or military developments; and technological developments.

Additional factors that may cause results to differ materially from those described in the forward-looking statements are set forth in the Annual Report on Form 10-K of CPI for the fiscal year ended October 2, 2009, which was filed with the SEC on December 10, 2009, under the heading “Item 1A—Risk Factors” and in subsequent reports on Forms 10-Q and 8-K and other filings made with the SEC by CPI.

As a result of these uncertainties, you should not place undue reliance on these forward-looking statements.  All future written and oral forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section.  New risks and uncertainties arise from time to time, and it is impossible for us to predict these events or how they may affect us.  We undertake no duty or obligation to publicly revise any forward-looking statement to reflect circumstances or events occurring after the date hereof or to reflect the occurrence of unanticipated events or changes in our expectations.

Pinnacle Entertainment, Inc. (NYSE: PNK) to Revitalize River Downs Racetrack

Pinnacle Entertainment, Inc. (NYSE: PNK) to Revitalize River Downs Racetrack-Image by gobucks2 via Flickr

Pinnacle Entertainment, Inc. (NYSE: PNK) today announced that it has entered into an agreement to acquire River Downs Racetrack for $45 million, subject to approval from the Ohio State Racing Commission.  Located in southeast Cincinnati, Ohio, River Downs is located directly off of Interstate 275 and adjacent to Riverbend Music Center, along the Ohio River.  The proposed purchase, which will be funded from cash on hand, includes a total of approximately 155 acres of land, 35 of which are currently undeveloped.  The transaction is anticipated to close by the end of the first quarter of 2011.

Anthony Sanfilippo, President and Chief Executive Officer of Pinnacle Entertainment, commented, “The proposed acquisition of River Downs Racetrack is consistent with our strategy to thoughtfully deploy our solid balance sheet for return-focused growth opportunities.  The transaction positions Pinnacle to benefit from the possible legalization of video lottery terminals (VLTs) at Ohio’s racetracks and, with the facility’s metropolitan Cincinnati location, we believe River Downs offers an excellent complement to our nearby Belterra Casino Resort in Indiana, while also further diversifying our operating base.  River Downs has enjoyed a rich heritage in the heart of the horse racing community in Ohio and along the Kentucky border.  We look forward to building on this heritage and enhancing the operations of the facility.  If VLTs are allowed in Ohio, Pinnacle will revitalize River Downs as a unique gaming entertainment destination in Cincinnati, which will drive the creation of new full-time jobs while generating new tax revenue for the state and local community.  Given our financial liquidity profile and property development experience, we are prepared to move quickly on the creation of a new gaming entertainment facility at the track.”

About Pinnacle Entertainment

Pinnacle Entertainment, Inc. owns and operates casinos in Louisiana, Missouri, Indiana, and Nevada.  In March 2010, Pinnacle opened its newest casino, River City, in south St. Louis County, Missouri.  Pinnacle is also developing a casino in Baton Rouge, Louisiana.

All statements included in this press release, other than historical information or statements of historical fact, are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements, including statements regarding the anticipated closing of the purchase of River Downs Racetrack and legalization of video lottery terminals (VLTs) at Ohio Racetracks, are based on management’s current expectations and are subject to risks, uncertainties and changes in circumstances that could significantly affect future results. Accordingly, Pinnacle cautions that the forward-looking statements contained herein are qualified by important factors that could cause actual results to differ materially from those reflected by such statements. Such factors include, but are not limited to: (a) the Company may experience delays in completing the transaction or fail to complete the transaction due to circumstances beyond its control, including failure to obtain approval of the Ohio Racing Commission; and (b) other risks, including those as may be detailed from time to time in the Company’s filings with the Securities and Exchange Commission (“SEC”). For more information on the potential factors that could affect the Company’s business and financial results, review the Company’s filings with the SEC, including, but not limited to, its Annual Report on Form 10-K, its Quarterly Reports on Form 10-Q and its Current Reports on Form 8-K.

Belterra and River City are registered trademarks of Pinnacle Entertainment, Inc.  All rights reserved.

Hop-on, Inc. (OTC: HPNN) Enters the Electronic Cigarette Business

Hop-on, Inc. (OTC: HPNN) Enters the Electronic Cigarette Business-Image via Wikipedia

Hop-on, Inc. (OTC: HPNN) announced today that the Company will be entering the booming e-cigarette market and will be manufacturing electronic cigarettes and cigars. The electronic cigarette industry is potentially a multibillion dollar industry.

Hop-on President Peter Michaels stated, “I have tremendous experience building electronics efficiently. Years ago, while I was Hop-on’s president, we were an industry leader and pioneer of CDMA and GSM mobile phone technologies. We built one of the world’s most inexpensive CDMA and GSM wireless handsets. Hop-on will now be focusing on electronics manufacturing and market expansion. Both cell phones and electronic smoking devices have great upside and tremendous income potential.”

About Hop-on, Inc.
Hop-on, Inc. is a leading international manufacturer of electronics. Since the company’s inception, it has been known for developing the world’s first $10 disposable cell phone. Today, Hop-on remains one of the few U.S. based manufacturers of cellular technology. The Company currently develops and manufactures electronic cigarettes and cigars for distributors throughout the U.S. and internationally. Hop-on also offers multi-media services and has secured licensing agreements from essential patent holders for GSM, CDMA and WIFI technologies.

Forward-Looking Statements:
Certain statements in this news release may contain forward-looking information within the meaning of Rule 175 under the Securities Act of 1933, and are subject to Rule 3B-6 under the Securities Exchange Act of 1934, and are subject to the safe harbor created by those rules. All statements, other than statements of fact, included in this release, including, without limitation, statements regarding potential future plans and objectives of the company, are forward-looking statements that involve risks and uncertainties. There can be no assurance that such statements will prove to be accurate and other results and further events could differ materially from those anticipated in such statements. Future events and actual results could differ materially from those set forth in, contemplated by, or underlying the forward-looking statements.

Hop-on:
Peter Michaels
1-949-756-9008
Peter(at)hop-on(dot)com

Healthcare Trust of America, Inc. (“HTA” or the “Company”), a self-managed, non-traded, real estate investment trust, is pleased to announce that it has closed a $275,000,000 unsecured revolving credit facility (“the Credit Facility”) with JPMorgan Chase Bank, N.A., as Administrative Agent, Wells Fargo Bank, N.A. and Deutsche Bank Securities Inc., as Syndication Agents, and U.S. Bank National Association and Fifth Third Bank as Documentation Agents. The interest rate for the new facility ranges from 250 to 350 basis points over LIBOR, subject to the Company’s leverage ratio.  The Credit Facility matures in November 2013.

Participants in the Credit Facility include JPMorgan Chase Bank, N.A., Wells Fargo Bank, N.A., Deutsche Bank Securities Inc., Fifth Third Bank, U.S. Bank National Association, Capital One, N.A., and Regions Bank.  The Credit Facility includes an accordion feature whereby HTA has the option to increase total commitments by up to $225 million, for a total principal amount of $500 million, subject to such financing being provided by existing lenders or new lenders under the credit agreement. Existing lenders are not obligated to participate in the accordion.

“This credit facility is an important strategic asset.  We are proud to have established these important relationships with quality financial institutions,” stated Kellie S. Pruitt, Chief Financial Officer at HTA.  “Through these key relationships, HTA continues to expand our financial flexibility and the ability to strengthen our balance sheet.”

Since January 1, 2010, HTA has acquired approximately $472.1 million in medical office and healthcare related assets based on acquisition price, including 2.2 million square feet of gross leasable area, which is 97% leased.

For more information on Healthcare Trust of America, Inc., please visit www.htareit.com.

About Healthcare Trust of America, Inc.

Healthcare Trust of America, Inc. is a self-managed, publicly registered, non-traded real estate investment trust. Since January 1, 2010, HTA has acquired approximately $472.1 million in medical office and healthcare-related assets. These assets include a total of 20 acquisitions representing approximately 2.200 million square feet. Since its formation in 2006, HTA has made 73 geographically diverse acquisitions valued at approximately $1.93 billion based on purchase price, which includes 215 buildings and two other real estate-related assets. HTA’s portfolio totals approximately 9.6 million square feet and includes 195 medical office buildings, six hospitals, nine skilled nursing and assisted living facilities and five other office buildings located in 24 states.

FORWARD-LOOKING LANGUAGE

This press release contains certain forward-looking statements with respect to HTA.  Forward-looking statements are statements that are not descriptions of historical facts and include statements regarding management’s intentions, beliefs, expectations, plans or predictions of the future, within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.  Because such statements include risks, uncertainties and contingencies, actual results may differ materially from those expressed or implied by such forward-looking statements.  These risks, uncertainties and contingencies include, but are not limited to, the following:  our results may impacted by, among other things, changes in the condition of the debt and equity capital markets; changes in general economic and real estate conditions; uncertainties relating to the implementation of recent healthcare legislation; uncertainties regarding changes in the healthcare industry; the uncertainties relating to the implementation of HTA’s real estate investment strategy; and other risk factors as outlined in HTA’s periodic reports, as filed with the Securities and Exchange Commission.

This is not an offer to sell or a solicitation of an offer to buy any securities.

 Page 4 of 5 « 1  2  3  4  5 »