EVCI:

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IPIX:

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SMSI:

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Und die News von meinen WFHC, sind immerhin jetzt von 0,44 auf 1,38 nachrichtenlos gestiegen, da waren News im Anmarsch, heute wurden sie endlich veröffentlicht, Luft ist bis 2 Dollar kurzfristig.
Gruss E.
Women First HealthCare and Holders of Senior Secured Notes Sign Agreement Waiving Defaults and Resetting Terms; Women First Gets $2.5 Million Capital Infusion
TUESDAY, MAY 13, 2003 7:00 AM
- BusinessWire
SAN DIEGO, May 13, 2003 (BUSINESS WIRE) -- Women First HealthCare Inc. (WFHC) , a specialty pharmaceutical company, today announced that it has received $2.5 million of new capital through a private placement of its common stock and has completed agreements to obtain waivers of past defaults and restructure the terms of both its $28.0 million principal amount of senior secured notes and convertible redeemable preferred stock issued to finance the company's acquisition of Vaniqa(R) Cream.
The private placement investors, led by Edward F. Calesa, chairman, president and CEO, purchased unregistered shares of the company's common stock at a price of $0.71 per share, the average price from March 20, 2003 through April 24, 2003, the trading day prior to the date initially targeted for closing the restructuring and the private placement.
The restructured agreements entered into with the holders of the senior secured notes and preferred stock provide for the following:
-- The financial covenants governing the senior secured notes
include requirements for minimum cash revenue, maximum cash
expenditures and minimum cash balances through Dec. 31, 2004.
Beginning in 2005, the company will be subject to financial
covenants setting a maximum ratio of debt to earnings before
interest, taxes, depreciation and amortization and minimum
cash interest coverage.
-- In addition to the Vaniqa(R) Cream assets that the company
already pledged to secure its performance under the senior
secured notes, the company granted the note holders an
additional security interest in all of its other unencumbered
assets, other than Esclim(TM).
-- The company granted the note holders warrants to purchase 2.0
million shares of common stock at $0.63 per share. Warrants to
purchase 1.7 million shares of the company's common stock at
$5.50 previously issued to the note holders have been
canceled.
-- Proceeds from future asset sales and the license and sale of
international rights to Vaniqa(R) Cream, if any, will be
apportioned among the company, holders of the senior secured
notes and holders of the convertible preferred stock according
to a pre-determined formula.
-- The terms of the convertible redeemable preferred stock have
been modified to allow the company to redeem the preferred
stock at 108% of accreted stated value through Nov. 30, 2003,
at which time the redemption premium will increase based on a
formula that takes into account the number of shares redeemed
before Nov. 30, 2003.
Commenting on the agreement, Calesa said, "Today's efforts provide the company with both time and flexibility to implement its basic business model. The infusion of capital from myself and other investors for restricted stock was computed at a price higher than the exercise price of the new warrants issued to the lenders in the restructuring. The investment in this private placement is a statement of commitment to the company both by me and those who invested with me. To further insure my commitment to building shareholder value, I have agreed to reduce my salary by cutting it in half for the balance of this year."
About Women First HealthCare Inc.
Women First HealthCare Inc. (WFHC) is a San Diego-based specialty pharmaceutical company. Founded in 1996, its mission is to help midlife women make informed choices regarding their health care and to provide pharmaceutical products -- the company's primary emphasis -- and lifestyle products to meet their needs. Women First HealthCare is specifically targeted to women age 40+ and their clinicians. Further information about Women First HealthCare can be found online at
www.womenfirst.com, About Us and Investor Relations.
This press release contains certain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are often, but not always, made through the use of words or phrases such as "believe," "will," "expect," "anticipate," "estimate," "intend," "plan" and "would." Such forward-looking statements are subject to various risks, and Women First HealthCare Inc. cautions you that any forward-looking information is not a guarantee of future performance. Women First HealthCare Inc. disclaims any intent or obligation to update these forward-looking statements. Actual results could differ materially due to a number of factors, including (i) we may not maintain compliance with the new covenant levels established with respect to the senior secured notes; (ii) we have incurred significant losses since we were founded in November 1996, and if midlife women do not use, and their clinicians do not recommend, the products we offer, we will experience losses in the future; (iii) there is a limited market awareness of our company and the products and services we offer; (iv) we may not be able to identify appropriate acquisition, licensing, or co-promotion candidates in the future or to take advantage of the opportunities we identify; (v) we and our products face significant competition; (vi) our products may not achieve or maintain market acceptance for a variety of reasons, including as a result of recent research published by the National Cancer Institute and the National Institutes of Health concerning estrogen replenishment therapy and combination estrogen/progestin hormonal replenishment therapy in healthy menopausal women, respectively; (vii) if we do not successfully manage any growth we experience, we may experience increased expenses without corresponding revenue increases; (viii) we are dependent on single sources of supply for all of the products we offer; (ix) reduced consumer confidence could adversely affect sales by our Consumer Business Division; (x) our third party suppliers and licensors may terminate their agreements with us earlier than we expect, and as a result we may be unable to continue to market and sell the related pharmaceutical products on an exclusive basis or at all; (xi) if we overestimate demand for our products, we may be required to write off inventories and/or increase our reserves in future periods, (xii) we have incurred significant debt obligations which will require us to make debt service payments in the future; and (xiii) additional factors set forth in the Company's Securities and Exchange Commission filings including its Annual Report on Form 10-K for the period ended Dec. 31, 2002.
SOURCE: Women First HealthCare Inc.
Women First HealthCare Inc.
Charles M. Caporale, 858/509-3806
ccaporale@womenfirst.com
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