Environmental Tectonics sells $3.3 million convertibles; Access Integrated closes $55 million notes, stock

By LLuvia Mares

New York, Aug. 28 - Environmental Tectonics Corp. announced it sold $3.3 million of series C cumulative convertible preferred stock to H.F. Lenfest.

"I am very pleased that Mr. Lenfest continues to show his support for ETC," said William F. Mitchell, company president and chief executive officer, in a press release. "Gerry's active involvement as a member of ETC's board and his continuing financial support have both been extremely instrumental to ETC's strategic evolution and our major initiatives."

The preferred stock carries a 10% dividend, payable quarterly but deferrable at the company's option until the fifth anniversary.

The preferred stock is convertible into 1,089,108 shares of the company's common stock at a conversion price of $3.03 per share, the closing price on the day before settlement.

In connection with Lenfest series C preferred stock, the company agreed to amend the terms of its existing series B cumulative convertible preferred stock to increase the dividend to 10%, provide immediate conversion at Lenfest's request and to remove the company's right to redeem the series B preferred stock.

Southampton, Pa.-based Environmental Tectonics specializes in designing, developing, installing and maintaining aircrew training systems, public entertainment systems, process simulation systems and related products for domestic and international customers.

Access Integrated completes $55 million

Access Integrated Technologies, Inc. said Tuesday it closed a $55 million private placement of 10% senior unsecured notes with an equity kicker.

"This financing provides us with capital to repay short-term debt and give us a three year runway needed to continue our growth path," said Bud Mayo, company chief executive officer. "We intend to leverage the success of our software products and services over the past few years to create strategic alliances in both the U.S. and international markets beyond our Phase One plan of 4,000 screens."

The three-year notes may be extended for up to six months at the company's discretion.

The company also issued 715,000 shares of class A common stock paid as an equity kicker for the first year.

Starting after Dec. 31, 2008 the company will issue common stock as an equity kicker at a rate between 2.4 and 4.0 shares per $1,000 principal value of notes paid quarterly.

The company may opt to prepay the notes in whole or part at anytime after the first year. Additional payments and interest on the notes can be paid in cash or shares of class A common stock.

Access Integrated said it sold the deal to a small group of institutional investors.

"We are extremely pleased with this execution in a very difficult debt market," said Mayo. "We appreciate the support from major institutional investors, some of whom have been with us for years."

Proceeds will be used to redeem the existing $22 million of one-year senior notes issued in October 2006, for expansion of the company's digital cinema rollout plan, to retire the $6 million bank loan at the company's advertising and creative services division, for working capital and other general corporate purposes.

Morristown, N.J.-based Access Integrated Technologies provides networked digital cinema systems to theater operators.

BlueFire offers $2 million convertibles

BlueFire Ethanol Fuels, Inc. entered into a definite convertible note and warrant agreement Tuesday for $2,000,000 in private placement convertible notes and warrants.

The notes are convertible any time before maturity at a conversion price of $4.2139.

The company sold the 8% senior secured convertible notes due Aug. 21, 2009 and warrants to purchase 500,000 shares of common stock exercisable before Aug. 21, 2010 at an exercise price of $5.47807 per share.

An additional 500,000 warrants exercisable before Aug. 21, 2010 at $6.32085 were also included in the deal.

Investors can purchase up to an additional $2,000,000 in a similar convertible note within a 12 month period and under the same terms. These notes will have a revised conversion price equal to $6.32085 and additional A and B warrants with an exercise price of $8.217105 and $9.481275, respectively.

Irvine, Calif.-based BlueFire Ethanol provides an Arkenol patented process to demonstrate production with ethanol from wood wastes, urban trash, rice, wheat straws and other agricultural residues.

Greens Worldwide stock dips

After closing a $3.9 million sale of series A convertible preferred stock last week, Greens Worldwide Inc.'s stock dropped Tuesday by 5.17%.

The company's stock lost $0.30 cents ending the day at $0.55.

Air Brook Airport Express, Inc. purchased the 390,000 preferred shares valued at $10.00 each in exchange for Air Brook assuming half of the $7,807,500 debt owed to investors under callable secured convertible notes issued in March.

Each of the new preferred shares is convertible into 640 shares.

In addition, the original 40 million warrants from the March deal were cancelled and replaced by 20 million new warrants.

The old notes are convertible into stock at a 75% discount to the then current fair market value.

Lake Mary, Fla.-based Greens Worldwide specializes in integrated sports marketing and management.

IntraOp stock falls

After raising $3,766,524.48 in stocks and warrants last week, IntraOp Medical Corp. stock dropped 25% Tuesday.

The stock fell $0.04 cents ending the day at $0.12 cents.

Investors Lacuna Hedge Fund LLLP and Lacuna Venture Fund LLLP purchased the stock. Warrants for 165,589,736 shares were included in the transaction and have an exercise price of zero and will be exercised at a subsequent closing after shareholders approve an increase in the number of authorized shares.

Sunnyvale, Calif.-based Intraop Medical Corp. specializes in the development, manufacturing, marketing and servicing of the Mobetron, a mobile electron beam system designed for intraoperative radiotherapy treatment of cancer, coronary vascular restenosis and other medical applications.

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