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Published on 8/22/2008 in the Prospect News PIPE Daily.

QPC adjusts conversion price of secured convertible debentures

By Devika Patel

Knoxville, Tenn., Aug. 22 - QPC Lasers, Inc. announced in an 8-K filed Friday with the Securities and Exchange Commission that it reset the conversion price of several of its secured convertible debentures to $0.2561, effective June 30.

The adjustments affect the company's 10% secured convertible debentures due May 22, 2009, its 10% secured convertible debentures due April 16, 2009, its 10% secured convertible debentures due in May 2011 and its 10% secured convertible debentures due in July 2011.

The company also reset the strike price of the warrants issued in connection with the debenture financings to $0.2561 as well.

As previously reported, on July 24, the company asked holders of its 10% secured convertible debentures due April 16, 2009 and its 10% secured convertible debentures due May 22, 2009 to sign a waiver agreement regarding the securities in anticipation of this conversion price adjustment.

The waiver agreement stipulated that any common shares issued or issuable to a debenture holder resulting from any adjustments to the conversion price following an exempt event would not be counted in determining the "fully diluted conversion amount" of a debenture holder under the debenture agreement, and that the company will not be obligated to undertake any conversion cap redemption with respect to those shares.

Based in Sylmar, Calif., QPC develops and commercializes high-brightness, high-power semiconductor lasers used in the industrial, defense and medical sectors.


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