EXIBIT 99.1
SMARTSERV Investor Contact: Media Contacts:
[LOGO] Robert Pons Yin Chang/Henry Feintuch
Chief Executive Officer KCSA Public Relations
SmartServ Online, Inc. 212-896-1228 / 896-1212
610-397-0689, Ext. 202 ychang@kcsa.com /
rpons@smartserv.com hfeintuch@kcsa.com
www.smartserv.com
For Immediate Release
SMARTSERV COMPLETES FIRST CLOSING OF
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EQUITY PRIVATE PLACEMENT
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PLYMOUTH MEETING, Pa., February 17, 2004 - SmartServ Online, Inc. (OTC: SSRV)
announced today that it has completed a first closing of approximately $4
million in gross proceeds in its private offering of up to $6 million (exclusive
of up to 30% of the maximum amount for purposes of covering any over-allotments)
of investment units consisting of shares of Series A Convertible Preferred Stock
and warrants to purchase Common Stock. The Units were privately placed with
accredited investors pursuant to Regulation D under the Securities Act of 1933,
as amended. SmartServ expects to use the net proceeds of this offering for
repayment of outstanding obligations, completion of strategic acquisitions and
general working capital.
In addition to the Units sold in the first closing, Units were also issued to
holders of SmartServ's convertible debentures totaling $3 million plus accrued
interest, in a conversion of such debentures into Units.
The Units and underlying securities issued in this offering were not registered
under the Securities Act of 1933, as amended, or state securities laws, and
unless so registered, may not be offered or sold in the United States except
pursuant to an applicable exemption from the registration requirements of the
Securities Act and applicable state securities laws. This press release does not
constitute an offer to sell or the solicitation of an offer to buy the Units.
This press release is being issued pursuant to and in accordance with Rule 135c
under the Securities Act of 1933, as amended.
ABOUT SMARTSERV
SmartServ (OTC: SSRV) is a wireless applications service provider offering
applications, development and hosting services. SmartServ's customer and
distribution relationships include wireless carriers, strategic partners, and a
major financial institution. Our applications can be delivered via Java(TM) 2
Platform, Micro Edition (J2ME(TM)), QUALCOMM's Binary Runtime Environment for
Wireless(TM) (BREW(TM)) solution, WAP and SMS, as well as RIM Blackberry and
Pocket PC devices. For more information, please visit www.smartserv.com.
FORWARD-LOOKING STATEMENTS
This news release may contain forward-looking statements that involve risks and
uncertainties. Forward-looking statements in this document and those made from
time-to-time by the Company are made under the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995. Forward-looking statements
concerning future plans or results are necessarily only estimates and actual
results could differ materially from expectations. Certain factors that could
cause or contribute to such differences include, and are not limited to,
potential fluctuations in quarterly results, the size and timing of awards and
performances on contracts, dependence on large contracts and
a limited number of customers, dependence on wireless and/or internet networks
of third-parties for certain products and services, lengthy sales and
implementation cycles, changes in management estimates incident to accounting
for contracts, availability and cost of key components, market acceptance of new
or enhanced products and services, proprietary technology and changing
technology, competitive conditions, system performance, management of growth,
the risk that the Company's current and future products and services may contain
errors or be affected by technical problems that would be difficult and costly
to detect and correct, dependence on key personnel and general economic and
political conditions and other factors affecting spending by customers, and
other risks described in the Company's filings with the Securities and Exchange
Commission.
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