Cash Infusion and Conversion of Debt
Will Significantly Enhance CIC’s Financial Strength
Redwood Shores, CA, June 22, 2010 – Communication Intelligence
Corporation (“CIC” or the “Company”) (OTC BB: CICI), a leading supplier of electronic
signature solutions for business process automation in the financial industry and
the recognized leader in biometric signature verification, announced today that
it has entered into definitive agreements with Phoenix Venture Fund LLC (“Phoenix”),
as lead investor, and others to provide additional working capital to the Company
while also eliminating all existing indebtedness for borrowed money.
Pursuant to the agreements, holders of CIC’s senior secured indebtedness (the
“Notes”) have agreed to exchange the Notes, which are expected to total approximately
$6.4 million, including up to $1 million being issued under Amendment No. 2 to the
Credit Agreement, dated May 4, 2010, into shares of Series B Participating Convertible
Preferred Stock (the “Series B Preferred”) (the “Recapitalization”) and CIC will
issue up to $2 million of Series B Preferred (the “Offering”). The Recapitalization
and Offering will significantly improve CIC’s balance sheet and net worth with additional
liquidity. The Recapitalization and Offering are expected to close promptly after
the Company’s shareholder meeting scheduled for late July or early August 2010.
Phoenix and its CEO, Philip Sassower, have been the primary source of financial
backing for CIC for over a decade. The first wave was in the emerging handwriting
recognition market where Phoenix provided both capital and active involvement with
Philip Sassower serving as the Company’s Chairman and CEO. Phoenix has also been
the primary source of financing for CIC’s successful efforts to achieve a leadership
position in the emerging electronic signature market. Under the agreements, concurrent
with the new financing, Philip Sassower will rejoin the Company as its Chairman
and CEO thus allowing CIC’s current Chairman and CEO, Guido DiGregorio, to focus
on operations and growing the business as President and COO.
“After a chaotic 2008 and 2009, financial institutions are on a more solid footing
and are beginning to increase their IT budgets,” stated Mr. Sassower. “There are
also indications that banks and insurance companies are demonstrating a greater
willingness to invest in more efficient and cost-effective solutions, such as CIC’s
market leading electronic signature products. The Recapitalization and Offering
are aimed at strengthening CIC’s balance sheet and its position in a market that
we believe is accelerating. Phoenix looks forward to working with CIC and its seasoned
management team, at this exciting inflection point for the Company.”
“The Phoenix series of investments over the last decade reflects confidence in
CIC and acknowledges the progress achieved and opportunity available to CIC and
its investors in the electronic signature market,” stated Mr. DiGregorio. “I welcome
Phil’s renewed active involvement in the business and I look forward to working
with Phoenix in the pursuit of achieving sustainable and profitable revenue growth.
Our objective continues to focus on building customer loyalty by delivering exceptional
value and I welcome the opportunity to focus my energy full time on that objective
and on, once again, obtaining the shareholder value we seek.”
The Series B Preferred issued will rank senior to all outstanding shares of CIC
capital stock in terms of dividends, liquidation preferences and other voting and
special rights. In addition, so long as 20% of the shares of Series B Preferred
originally issued remain outstanding, Phoenix will be entitled to nominate and elect
two individuals to CIC’s five-member Board of Directors (the “Board”) and the holders
of a majority of the outstanding shares of Series B Preferred will be entitled to
nominate and elect one individual to the Board. The Series B Preferred will be convertible
into the Company’s common stock at an initial conversion price of $0.06 per share.
The Recapitalization and Offering are conditioned upon, among other things, the
approval by the Company’s stockholders of amendments to CIC’s certificate of incorporation
and the satisfaction of customary closing conditions. If the Recapitalization and
Offering are consummated, it is anticipated that Phoenix will beneficially own approximately
41% of the Company’s common stock on a fully diluted basis.
About CIC
Communication Intelligence Corporation (“CIC”) is the leading supplier of electronic
signature products to the Financial Industry and the recognized leader in biometric
signature verification. CIC enables companies to achieve truly paperless workflow
in their eBusiness processes by providing multiple signature technologies across
virtually all applications in SaaS and fully deployed on-premise delivery models.
CIC based solutions afford Straight Through Processing (STP) which increases revenue
by enhancing the customer experience and significantly reduces costs through paperless,
virtually error free electronic transactions together with significant business
cycle compression.
Financial Industry leaders including AGLA, Allstate, American Family, Charles
Schwab, JP Morgan Chase, Nationwide (UK), Prudential, Snap-on Credit, Travelers,
Wachovia, Wells Fargo and WFG (World Financial Group) chose CIC’s products to meet
their needs. CIC has deployments with over 400 channel partners and enterprises
worldwide representing millions of end users. CIC sells directly to enterprises
and through system integrators, channel partners and OEMs. CIC is headquartered
in Redwood Shores, California and has a joint venture, CICC, in Nanjing, China.
Fore more information, please visit our website at
http://www.cic.com
About Phoenix
Phoenix is a private equity fund that specializes in making concentrated investment
in publicly traded companies in North America. Phoenix is co-managed by Philip Sassower,
CEO, and Andrea Goren, Managing Director. Mr. Sassower was Chairman of the Board
of CIC from 1998 to 2002, and was Co-Chief Executive Officer from 1997 to 1998,
when the Company’s primary focus was handwriting recognition. Phoenix has provided
financial support to CIC both during Mr. Sassower’s initial tenure at the Company,
and more recently since 2007, based on CIC’s market leading electronic signature
solutions.
Forward Looking Statements
Certain statements contained in this press release, including without limitation,
statements containing the words “believes”, “anticipates”, “hopes”, “intends”, “expects”,
and other words of similar import, constitute “forward looking” statements within
the meaning of the Private Litigation Reform Act of 1995. Such statements involve
known and unknown risks, uncertainties and other factors, which may cause actual
events to differ materially from expectations. Such factors include the following
(1) technological, engineering, quality control or other circumstances which could
delay the sale or shipment of products containing the Company’s technology; (2)
economic, business, market and competitive conditions in the software industry and
technological innovations which could affect the Company’s business; (3) the Company’s
inability to protect its trade secrets or other proprietary rights, operate without
infringing upon the proprietary rights of others or prevent others from infringing
on the proprietary rights of the Company; and (4) general economic and business
conditions and the availability of sufficient financing.
Contact Information:
CIC Investor Relations & Media Inquiries:
Chantal Eshghipour
650-802-7740
investorrelations@cic.com