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Re: Zeev Hed post# 5333

Sunday, 08/10/2003 5:45:01 PM

Sunday, August 10, 2003 5:45:01 PM

Post# of 252306
Zeev

I'm a bit confused myself as to when shares and money changed hands if they have. I've thought it hadn't happened yet because the proxy required that small percentage vote. However, the PR suggests that the money had changed hands as of April 30th.In any case, if you don't have it --- here the first public announcement:

Bolds mine
Wave Systems Completes $5.5 Million Financing


Lee, MA – April 30, 2003 – Wave Systems Corp. (NASDAQ: WAVX – www.wave.com), a leading developer of trusted computing solutions, today announced that it has completed a private placement of $5,485,000 of Series H Convertible Preferred Stock and Warrants with a group of institutional and accredited investors. The financing is intended to fund Wave Systems’ ongoing operations, specifically its sales and marketing efforts as well as engineering, development, customer support and general corporate overhead.

The Series H Convertible Preferred Stock is convertible into 7,217,115 shares of Wave Systems Class A Common Stock at an initial fixed conversion price of $0.76 per share and, subject to certain conditions, carries a mandatory conversion provision whereby if the closing bid on Wave Systems’ Class A Common Stock exceeds $1.90 for 15 of 20 consecutive trading days, the Series H Convertible Preferred Stock shall automatically convert into Class A Common Stock at the conversion price.

As part of the transaction, Wave Systems issued to the investors Warrants to purchase an aggregate of 3,608,558 shares of Class A Common Stock, which have an initial exercise price of $1.13 per share. If exercised in full, these Warrants would generate up to an additional $4,077,671.

As part of the financing, Wave Systems has agreed to file a registration statement with the Securities and Exchange Commission covering the resale of the shares of Wave Systems’ Class A Common Stock issuable upon conversion or exercise of the Series H Convertible Preferred Stock and the Warrants.

Prior to this financing, Wave Systems had 51,781,918 shares of Class A Common Stock outstanding. Under the purchase agreements, Wave Systems has agreed to solicit shareholder approval authorizing, in connection with the sale of the Series H Convertible Preferred Stock and Warrants, the issuance of any amount of Class A Common Stock to the investors in excess of 19.99% of the Class A Common Shares outstanding as of the closing date. Any amount in excess of 19.99% will be redeemable if shareholders do not approve the issuance of the stock. The securities are not convertible or exercisable until Wave Systems’ shareholder meeting which is currently planned for Monday, July 14, 2003.

None of the securities offered to the investors have been registered under the Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy securities of Wave Systems Corp. This press release is being issued pursuant to and in accordance with Rule 135c under the Securities Act.

Weby






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