EXHIBIT 11
(BW) (NAI-TECHNOLOGIES)(NATL) NAI Technologies announces
completion of private placement of convertible notes and warrants and bank debt
extension.
LONGMONT, Colo.--(BUSINESS WIRE)--Feb. 15, 1996--NAI
Technologies, Inc. (NATL/NASDAQ) today announced the completion of a private
placement of approximately $8,000,000 of the company's 12% Convertible
Subordinated Promissory Notes due 2001 and Warrants to purchase an aggregate of
4,000,000 shares of the company's Common Stock with a group of private
investors.
The company also announced that it has executed an amendment
to its credit agreement with its bank lenders which amended and extended the
payment provisions and reset certain financial covenants on more favorable terms
for the company. The credit agreement, as revised, provides for principal
payments of $500,000 on each of March 31, 1996, June 30, 1996, September 30,
1996 and December 31, 1996 and $750,000 on the last day of each quarter
thereafter, commencing on March 31, 1997 and ending on December 31, 1998,
together with accrued and unpaid interest through the applicable payment date.
The remaining outstanding principal amount of $7,975,000 is due and payable on
January 15, 1999. The interest rate, bank fees, collateral, non-financial
covenants and events of default have not been modified by the amendment to the
credit agreement.
The Notes are convertible by the holder into shares of Common
Stock at a conversion price equal to $2.00 per share, subject to adjustment in
certain events. Interest on the Notes is payable quarterly commencing April 15,
1996. The Notes mature on January 15, 2001 and are subject to prepayment at any
time after the third anniversary of the date of issuance at the option of the
company without premium or penalty. The Notes are unsecured obligations of the
company subordinate in right of payment to all senior indebtedness of the
company. The Warrants entitle the holders thereof to purchase shares of Common
Stock at any time and from time to time on or before February 15, 2002, at an
exercise price equal to $2.50 per share of Common Stock, subject to adjustment
in certain events. The Warrants are detachable and separately transferable.
The issuance of the securities was approved by the company's
shareholders at a Special Meeting of Shareholders held in Longmont on February
1, 1996. If all of the Notes are converted and all of the Warrants are
exercised, the company will have received gross proceeds of $18,000,000
(approximately $16,860,000 net) in exchange for the sale of
approximately 49.6% of the shares of Common Stock on a fully-diluted basis,
based on shares currently outstanding.
Included in the group of investors were Charles S. Holmes and
C. Shelton James, both of whom are directors of the company.
The net proceeds realized by the company from the sale of the
securities, after the payment of fees and expenses associated with the offering,
including a placement fee, are estimated to be approximately $6,860,000. The
company intends to use the net proceeds to pay amounts past due to vendors
primarily for raw materials and components as well as for other corporate
purposes.
NAI Technologies is a diversified international electronics
company with strengths in both advanced computer system design and
telecommunications. It is a leading provider of rugged computers, peripherals
and integrated systems for military, government and commercial applications. In
addition, NAI Technologies also supplies transmission enhancement products and
rugged, hand-held test equipment for analog, digital and fiber-optic
communications and data-interchange networks. The company's diverse customer
base includes commercial markets requiring rugged, mobile computer and
communications systems, U.S. and foreign armed services, intelligence agencies,
the regional Bell operating companies and major worldwide independent telephone
companies.
CONTACT: ECOM Consultants
Robert Frost, 212/696-1133
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