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EXHIBIT 2
[logo] insci-
statements.com
NEWS RELEASE
FOR RELEASE DECEMBER 1, 2000 AT 7:30 AM EST
Contact: ALLEN & CARON INC
Rene Caron (Investors)
[email protected]
Len Hall (Financial Media)
[email protected]
949-474-4300
INSCI-STATEMENTS.COM COMPLETES $3.5 MILLION FINANCING
WESTBOROUGH, MA (DECEMBER 1, 2000)... insci-statements.com, Corp. (Nasdaq: INSI)
today announced that it has closed the $2.0 million of convertible debt
financing that is part of the $3.5 million of new financing that it had
announced on November 7. Previously, the Company closed on a $1.5 million
asset-based line of credit with Silicon Valley Bank. The $2.0 million of
convertible debt is being provided by Totowa, NJ-based Selway Partners, LLC and
CIP Capital L.P. of Wayne, PA (the "Investors"). Selway is a technology holding
company engaged in building technology-oriented companies and is an existing
insci-statements.com shareholder. CIP Capital is a venture capital firm that
specializes in early and mid-stage technology companies.
According to the announcement by insci-statements President and CEO Lori R.
Frank, the Company believes that the $2.0 million convertible debt financing
plus the $1.5 million asset-based line of credit from Silicon Valley Bank
provides sufficient financial resources to meet its foreseeable working capital
needs.
The $2.0 million of convertible debt financing from the Investors is convertible
into an aggregate of approximately 3.07 million shares of insci-statements.com
Series A Convertible Preferred Stock. The Convertible Preferred Stock is in turn
convertible on a one-for-one basis into shares of the Company's Common Stock. As
part of the financing, the Investors have also been granted warrants to purchase
approximately 923,000 shares of the Company's Preferred Stock at an exercise
price equal to the closing market price of the Common Stock on November 27,
2000. The investors have also been provided with an option to invest an
additional $3.0 million under the same terms and conditions as the $2 million
convertible debt financing
An initial tranche of $1.5 million has been funded, with the remaining $500,000
of funding to occur within 60 days. The convertible debt bears interest at prime
plus 2 1/2 percent payable in cash or in additional shares of the Company's
Convertible Preferred Stock, at the option of the Investors, and is secured by a
junior lien on all of insci-statement.com's assets. Unless previously converted
into shares of Convertible Preferred Stock, principal and interest are payable
at maturity in five years or upon an earlier redemption on or after two years at
the option of the Investors.
MORE-MORE-MORE
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INSCI-STATEMENTS.COM COMPLETES $3.5 MILLION FINANCING
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The total number of shares of Common Stock resulting from the conversion of the
convertible debt financing, the Convertible Preferred Stock and the warrants may
not exceed 19.9 percent of the total outstanding capital stock of the Company,
unless the Company has either obtained prior Nasdaq or shareholder approval.
Selway Management, Inc., an affiliate of Selway Partners, LLC, has entered into
a management-consulting contract with insci-statements.com. Under terms of the
contract, Selway will provide consulting services to the Company and be paid at
the rate of $20,000 per month in shares of insci-statements.com Common Stock,
based on the price of the Common Stock as of the end of each month.
ABOUT INSCI-STATEMENTS.COM
insci-statements.com is a leading provider of electronic statement/bill
presentment services and digital document storage and electronic commerce
solutions. The Company's products include ASP-enabling and on-site, enterprise
software solutions sold and supported directly or through strategic distribution
partners. The Company has strategic partnerships and relationships with such
companies as Xerox, Moore and Unisys. For more information about
insci-statements.com, visit www.insci.com. For additional investor relations
information visit the Allen & Caron Inc web site at www.allencaron.com.
There are statements in this news release that contain 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.
These include all statements that are not statements of historical fact and
relate to the intent, belief, plans or expectations of insci-statements.com,
their management, and their customers. Words like "plans," "intends,"
"believes," "signifies," "estimates," "anticipate," "will," "expect," and words
of similar meaning are intended to identify forward-looking statements. Actual
results may vary significantly from the forward-looking statements as discussed
in detail in the Company's filings with the Securities and Exchange Commission,
including its Annual Report on Form 10-K for the year-ended March 31, 2000, and
its Quarterly Reports on Form 10-Q for the periods ending June 30, 2000 and
September 30, 2000. Actual results, events and performance may differ
materially. Readers are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date hereof. The Company
undertakes no obligation to release publicly the result of any revisions to
these forward-looking statements that may be made to reflect events or
circumstances after the date hereof or to reflect the occurrence of
unanticipated events.
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