Health Benefits wraps $14.7 million in PIPEs; SpatiaLight prices $3.4 million note offering

By Sheri Kasprzak

New York, Jan. 12 - Health Benefits Direct Corp. has settled a series of private placements totaling $14.7 million, leading PIPE news on Thursday.

The company has sold a total of 294 units in the offering at $50,000 apiece. Each unit is comprised of 50,000 common shares and warrants for 25,000 shares. The three-year warrants are exercisable at $1.50 each.

Between Dec. 13 and Thursday, Health Benefits sold 142 units. On Dec. 13, the company sold 90 units. On Dec. 8, it sold 22 units and on Nov. 30, it sold 40 units, all under the same terms.

As of Aug. 26, Health Benefits had 7,318,500 outstanding common shares.

The settlement was announced early Thursday afternoon, and by the end of the day, the company's stock had gained 30 cents, or 12.5%, to end at $2.70 (OTCBB: HBDT).

Keystone Equities Group, Inc. was the placement agent.

Proceeds will be used for working capital and debt repayment.

In other news announced Thursday, Health Benefits Direct announced that Alvin Clemens was appointed executive chairman of its board of directors.

"This equity investment represents an important milestone in [Health Benefits Direct's] expansion and provides us the capital necessary to execute our strategic business plan," Clemens said in a statement. "We are extremely pleased to see that our company has received such a vote of confidence by investors who acknowledge and trust our extensive knowledge of the insurance industry and ability to deliver a sophisticated, online platform to bring consumers and insurance companies together."

"We feel we are well-positioned to grow [Health Benefits Direct]," said Scott Frohman, the company's chief executive officer, in a statement. "We are working to introduce additional insurance products, increase the number of insurance company relationships and states in which we offer coverage, and extend our presence through internet portals, financial institutions, websites and other online methods."

As to the company's earnings, Health Benefits reported a net loss of $17,964 for the quarter ended July 31, 2005. For the six months ended July 31, 2005, the company reported a net loss $37,052. Since its inception on Oct. 21, 2004, Health Benefits reported a net loss of $46,135.

Based in Pompano Beach, Fla., Health Benefits Direct is a health insurance company.

Elsewhere in PIPEs activity, SpatiaLight, Inc. priced a $3,406,000 stock offering.

The company is gearing up to sell 1.3 million shares at $2.62 each to a group of institutional investors.

SpatiaLight had 37,279,944 outstanding common shares as of Dec. 23, 2005.

The deal is slated to close on Jan. 13.

On Oct. 12, the company completed a similar offering of 571,433 shares at $3.50 each. In that deal, SpatiaLight issued warrants exercisable at $5.00 each.

Proceeds from the most recent deal will be used for working capital and general corporate purposes.

"This capital infusion will further enable our execution of ramp-up in manufacturing of our 1080p LCoS Sets at this exciting time," said Ted Banzhaf, the company's executive vice president, in a statement. "We are committed to raising sufficient capital to allow us to meet production demands from LG, Thinktek and other prospective customers."

On Thursday, the company's stock slipped a penny to close at $2.61 and gained another 25 cents, or 9.58%, in after-hours trading (NasdaqSC: HDTV).

Based in Novato, Calif., SpatiaLight makes liquid crystal on silicon microdisplays for high-definition televisions.

Olympic Cascade closes $2 million offering

Olympic Cascade Financial Corp. raised $2 million from the private placement of series B convertible preferred stock and convertible promissory notes.

St. Cloud Capital Partners, LP was the lead investor in the offering.

The preferreds are convertible into common shares at $0.75 each.

The 11% notes and are convertible into common shares at $1.00 each. The maturity of the notes could not be determined Thursday.

The investors also received warrants for 300,000 shares, exercisable at $1.00 each.

"We are thrilled to have received St. Cloud's investment and to have Marshall Geller join our board of directors," said Mark Goldwasser, the company's chief executive officer, in a statement. "He brings over 35 years of experience in corporate finance and investment banking, including 21 years as senior managing director for Bear, Stearns and Co. He will have invaluable in providing guidance and counsel in our growth efforts."

"I have observed this management team successfully navigate a very difficult period in the capital markets," Geller said in the statement. "I look forward to being able to assist and contribute as we increase our presence in the fast-growing independent contractor segment of the securities-brokerage industry."

Olympic's stock remained unchanged at $0.80 on Thursday (OTCBB: OLYD).

Based in Chicago, Olympic Cascade is a holding company for National Securities Corp., which is a brokerage and investment-banking business.

Yangtz raises C$2.7 million

In Canada, Yangtze Telecom Corp. wrapped up a C$2.7 million stock offering it priced in August.

The company issued 15 million shares at C$0.18 each to accredited investors on a non-brokered basis.

Proceeds will be used to develop the company's businesses and to make potential acquisitions.

"We are pleased to have successfully secured this serious commitment from our Chinese-based directors and investors who believe in [Yangtze subsidiary China United Telecom Technology]," said Emily Chen, Yangtze's president, in a statement. "This financing allows Yangtze to seize upon the Credit Management Services business opportunities by having the resources to reach a critical mass of customers plus sufficient resources to continue the rollout of [China United Telecom Technology's] distance learning programs and monies for strategic acquisitions."

Yangtze's stock gained 14.29%, or C$0.02, on Thursday to end at C$0.16 (Toronto: SMS).

Vancouver, B.C.-based Yangtze develops business and consumer applications using internet and wireless data communications technologies.

Elsewhere in Canada, Silver Quest Resources Inc. settled a C$2,643,099 private placement.

The company issued 6,190,331 units at C$0.30 each and 1,965,000 flow-through shares at C$0.40 each. The units include one share and one half-share warrant. The full warrants are exercisable for two years at C$0.50 each for the first year and at C$0.65 each for the second year.

On Thursday, Silver Quest's stock gained 9.64%, or C$0.04, to end at C$0.455 (Toronto: SQI).

Based in Vancouver, B.C., Silver Quest is a gold and silver exploration and development company.

EarthShell stock slips

EarthShell Corp.'s stock dipped slightly on Thursday after the company completed a $4.5 million private placement of convertible debentures.

The company's stock closed down 1 cent on Thursday to end at $1.84 (OTCBB: ERTH).

In the PIPE, EarthShell sold debentures convertible into common shares at the lesser of $3.00 or 88% of the average of the two lowest volume-weighted average prices for the 10 consecutive trading days before conversion.

Based in Santa Barbara, Calif., EarthShell licenses technologies used in the manufacture of foodservice packaging.

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