Cellpoint receives Nasdaq approval for exception from stockholder voting requirement

Report this content

CellPoint Receives Nasdaq Approval for Exception from Stockholder Voting Requirement London, October 3, 2001 -- CellPoint Inc. (Nasdaq: CLPT), a global provider of mobile location technology and services, has received from Nasdaq an exception to allow CellPoint to close private placements for the issuance of more than 20% of its outstanding stock, without first obtaining stockholder approval. CellPoint had sought to obtain such stockholder approval at a special stockholders meeting originally called for September 19, 2001. Because of the events of September 11 and the consequent interruption in the delivery of proxy materials and the return of proxy ballots, CellPoint did not receive a sufficient number of proxies to establish a quorum as of the date of the special stockholders meeting. CellPoint applied to Nasdaq for an exception from the Nasdaq stockholder approval requirement because any further delay in securing stockholder approval of its financing activities at or near initial completion would seriously jeopardize the financial viability of the Company. CellPoint's application for this exception was expressly approved by the Company's Audit Committee. CellPoint demonstrated to Nasdaq that its stockholders had already received notice of the potential issuance of shares, and that circumstances beyond CellPoint's control prevented a quorum from being established on the date originally scheduled for the special stockholders meeting or prior to initial completion of financing activities. The Company is seeking its financing on a best-efforts private placement and a self-directed private placement, and may conclude these placements in multiple closings. The current offerings will remain open for an additional 60 days. The offering price will be determined based on a 20% discount to the volume weighted average price of the Company's Common Stock for five days prior to each closing. The Company anticipates issuing 1.4 million shares plus warrants to acquire 700,000 shares in an offering to be completed on Friday, October 5. If the maximum number of units is sold in the offerings, the Company estimates that it will issue approximately 5 million shares in the aggregate. Peter Henricsson, Chairman and chief executive officer, stated, "We sincerely thank Nasdaq for their prompt attention to this proxy matter due to problems with delivering proxy materials to stockholders, many of whom have never received the materials that were sent from New York." The preliminary proxy statement and definitive proxy statement were filed with the SEC on August 20, 2001 and August 31, 2001 respectively. The proxy statement is available on CellPoint's website at www.cellpt.com/pdf/8730t03.pdf CellPoint Inc. (Nasdaq and Stockholm OM Exchange: CLPT, www.cellpoint.com) is a US company with subsidiary operations in Sweden, Great Britain and South Africa delivering mobile location services in cooperation with cellular operators worldwide. CellPoint's end-to-end cellular location technology offers a high-capacity solution for multi- vendor, unmodified GSM networks and uses standard GSM or WAP phones and standard Internet services. Several commercial applications are available for business and personal location services including Resource Manager for mobile resource management, iMate for location-sensitive information and Finder, an application for locating friends and family. For information, please contact: CellPoint Inc. Lynn Duplessis, Tel: +44 (0)1344 624 565 E-mail: info@cellpoint.com Web site: www.cellpoint.com KCSA Investor Relations Contacts: Sarah Shepard / Michael Cimini (212) 896-1236 / (212) 896-1233 sshepard@kcsa.com / mcimini@kcsa.com CellPointtm, Finder, Resource Manager, iMate and CellPoint Systemstm are trademarks of CellPoint Inc. Forward-looking statements in this release are made pursuant to the safe harbor provisions of the Private Securities Litigation Act of 1995. Actual results may differ materially from those projected in any forward-looking statement. Investors are cautioned that such forward-looking statements involve risk and uncertainties which may cause actual results to differ from those described. Copyright © CellPoint Inc. 2001 ------------------------------------------------------------ This information was brought to you by Waymaker http://www.waymaker.net The following files are available for download: http://www.waymaker.net/bitonline/2001/10/03/20011003BIT00180/bit0002.doc http://www.waymaker.net/bitonline/2001/10/03/20011003BIT00180/bit0002.pdf