From: Atlantic Technology Ventures, Inc.
Dan Klores Associates, Inc.
Public Relations -- Tel: (212) 685-4300
Contact: Vito A. Turso (212) 981-5156 or Michael Paluszek (212) 981-5149
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FOR IMMEDIATE RELEASE
Atlantic Technology Ventures Repurchases and Cancels All
Shares of its Series B Preferred Stock
NEW YORK, March 14, 2001 -- Atlantic Technology Ventures, Inc. (NASDAQ: ATLC), a
company engaged in developing and commercializing a portfolio of patented
technologies, announced today that pursuant to stock repurchase agreement No. 2
between BH Capital Investments, L.P. and Excalibur Limited Partnership, leading
international institutional investors headquartered in Toronto, Ontario, Canada
(the "Investors") and Atlantic (that agreement, "Repurchase Agreement No. 2"),
Atlantic repurchased from the Investors, for an aggregate purchase price of
$617,066.67, all 165,518 shares of Atlantic's Series B convertible preferred
stock held by the Investors.
The repurchase price represents 125% of the purchase price originally paid by
the Investors for the repurchased shares, as well as an amount equal to the
annual dividend on the Series B preferred stock at a rate per share of 8% of the
original purchase price. The repurchased shares constitute all remaining
outstanding shares of Series B convertible preferred stock; Atlantic has
cancelled those shares.
"This stock repurchase allowed us to clean up our capital structure by
eliminating an entire class of preferred stock, thereby making the company's
common stock more attractive to the market," said Frederic P. Zotos, Atlantic's
President. "This repurchase is a success for both the Investors and Atlantic.
While the Investors received an attractive short term return on their
investment, Atlantic was able to use their funds as working capital for five
months until we received $2.4 million from our sale of substantially all the
assets of Optex Ophthalmologics, Inc., Atlantic's 80%-owned subsidiary, to
Bausch & Lomb Incorporated (NYSE: BOL). Now we have sufficient additional
capital to enable us to continue advancing our technologies throughout this
year, when we anticipate receiving significant revenues from some of these
technologies."
In addition, in Repurchase Agreement No. 2 the parties terminated the main
obligations of Atlantic under the convertible preferred stock and warrants
purchase agreement dated September 28, 2000, between Atlantic and the Investors,
as amended (the "Purchase Agreement"). Included among the obligations terminated
were the following:
o Atlantic's obligation to repurchase at the option of the
Investors, upon the occurrence of any of a list of "Repurchase
Events," shares of Series B preferred stock, shares of
Atlantic's common stock issued upon conversion thereof, or
shares of Atlantic's common stock issued upon exercise of
warrants granted to the Investors;
o Atlantic's obligation to pay a penalty if trading in Atlantic
common stock is suspended or prohibited;
o Atlantic's obligation to give the Investors, during the period
ending September 28, 2001, a right of first refusal if
Atlantic receives any written offers to purchase any of
Atlantic's securities; and
o Atlantic's obligation not to sell any securities or incur any
indebtedness outside the ordinary course of business until
March 28, 2001.
Atlantic considers to be of little significance the obligations of Atlantic that
survive. Those obligations relate to the following matters:
o maintaining the effectiveness of the registration statement
covering resale of shares of Atlantic's common stock issued to
the Investors upon conversion of any of their shares of
Atlantic's Series B preferred stock or upon exercise of
warrants granted to the Investors;
o maintaining the listing of Atlantic's common stock;
o keeping Atlantic's common stock registered under the
Securities Exchange Act of 1934; and
o preserving the corporate existence of Atlantic.
Atlantic's repurchase of the remaining shares of Series B preferred stock and
termination of its obligations under the Purchase Agreement represent the last
in a series of transactions relating to the Purchase Agreement. For instance, on
December 4, 2000, Atlantic repurchased 482,760 shares of Series B preferred
stock from the Investors. For a description of the Purchase Agreement and
related transactions, see Atlantic's Quarterly Report on Form 10-QSB for the
quarter ended September 30, 2000, and Atlantic's Current Reports on Form 8-K
filed with the SEC on December 11, 2000, December 29, 2000, January 24, 2001,
and January 30, 2001.
Atlantic Technology Ventures, Inc.
Atlantic Technology Ventures, Inc. is a publicly held venture capital company
specializing in early-stage breakthrough technologies and rapidly incubating
these through a definitive proof-of-principle. Atlantic currently has four
technology investments: Catarex, a device for cataract removal; CT-3, a
synthetic derivative of marijuana for treating pain and inflammation; TeraComm
Research, an HTS fiberoptic transceiver; and 2-5A antisense enhancing
technology.
Safe Harbor Statement
Cautionary statement under the "safe harbor" provisions of the Private
Securities Litigation Reform Act of 1995: This press release contains certain
forward-looking statements that relate to future scientific, business and
financial performance. These statements are only predictions and are subject to
a number of risks and uncertainties that may cause the actual events or results
to differ from those discussed or implied in these statements. These risks and
uncertainties include competition from other manufacturers of related
technologies, the unavailability of any necessary intellectual property rights
possessed by third parties, and certain of those risks described in Atlantic's
most recent report on Form 10-KSB with the Securities and Exchange Commission.
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