| SOUTHAMPTON, Pa., April 29 /PRNewswire-FirstCall/ -- Environmental
Tectonics Corporation (Amex: ETC) announced today that during a Special
Meeting, held at ETC's headquarters on April 24, 2003, its shareholders voted
in favor of a proposal to ratify, adopt and approve certain terms of ETC's
recent refinancing, which was consummated by ETC on February 19, 2003. By a
vote of 4,846,442 shares in favor to 24,492 shares against, holders of shares
of ETC's common stock, representing 99.5% of the votes cast, approved the
potential issuance by ETC of shares of its common stock in excess of 19.99% of
the outstanding shares of common stock on February 19, 2003, a portion of
which will be issued at a price below the closing market price on that date.
ETC agreed to issue the shares pursuant to the terms of the senior
subordinated financing provided by H.F. Lenfest. In exchange for the financing provided by Mr. Lenfest, ETC issued to Mr. Lenfest (i) a $10,000,000 senior subordinated convertible note, convertible, at Mr. Lenfest's option, into shares of common stock at a conversion price of $6.05 and (ii) a warrant to purchase 803,048 shares of common stock. In addition, upon the occurrence of certain events ETC will be required to issue to Mr. Lenfest additional warrants to purchase shares of common stock. The exercise price of the warrants will be determined on the date of exercise, but in any event the exercise price will be less than the market price on February 19, 2003. ETC is required to repay the outstanding principal amount of the convertible note, together with accrued and unpaid interest, on February 19, 2009. At ETC's option, all amounts due and owing under the convertible note may be prepaid prior to February 19, 2009, without penalty. In the event that prior to repayment by ETC Mr. Lenfest elects to convert the outstanding principal amount of the note into shares of ETC's common stock, the maximum number of shares of common stock Mr. Lenfest would receive, together with shares issuable upon exercise of the warrants, is 2,677,686, or 25.01% of the outstanding shares of common stock, on a fully-diluted basis. In accordance with Section 713 of the Listing Standards, Policies and Requirements of the American Stock Exchange, ETC was required to obtain the approval of its shareholders prior to issuing below market shares in excess of 19.99% of its outstanding common stock. Bill Mitchell, ETC's President and Chairman, commented, "I am very gratified that the Company's shareholders viewed the refinancing arrangements in the same positive light as we did. We can now focus our efforts on utilizing the new financing to strengthen the Company's performance in this somewhat difficult political and economic environment." ETC also designs, develops, installs and maintains aircrew training systems, process simulation systems (sterilization and environmental), clinical hyperbaric systems, environmental testing and simulation systems, public entertainment systems and related products for domestic and international customers. This press release may include 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. ETC has based these forward- looking statements on its current expectations and projections about future events. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about ETC that may cause its actual results, levels of activity, performance or achievements to be materially different from any other future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as "may," "will," "should," "could," "would," "expect," "plan," "anticipate," "believe," "estimate," "continue," or the negative of such terms or similar expressions. Factors that might cause or contribute to such a discrepancy include, but are not limited to, contract cancellations, political unrest in customer countries, general economic conditions, and those issues identified from time to time in ETC's Securities and Exchange Commission filings and other public documents, including, without limitation, ETC's Annual Report on Form 10-K for the fiscal year ended February 22, 2002. |
www.etcusa.com