U.S. private placement volume improves slightly on higher stocks; ATP raises $56 million

By Sheri Kasprzak

Atlanta, Dec. 3 - Private placement volume in the United States improved slightly, though sell-siders say the honeymoon may be over between investors and issuers.

"There was a window over the last few weeks where money was out there for these deals," said one sell-sider. "That seems to be closing. Volume today wasn't that bad, but it's nowhere near where it had been."

Some sources said the volume may have been driven by stock market gains Friday and earlier in the week.

The Dow Jones Industrial Average closed up 61.92 Friday at 10,549.57, Nasdaq ended up 21.06 at 2,099.68 and the S&P 500 gained 6.51 to end at 1,181.94.

"A lot of companies may just be waiting for their stocks to improve," said Canadian one sell-sider. "We did have that one company [SouthernEra] that decided to pull out. It seems like they weren't too happy with the pricing of the deal."

SouthernEra Diamonds said Friday it was dropping its previously announced C$5 million private placement citing dismal stock prices.

Heading up private placement action in the United States was a wrapped offering from ATP Oil & Gas Corp.

The company sold 4 million shares at $14 each.

"It looks reasonably priced to me," said one source familiar with the deal. "It seems right in line with where they've been trading."

On Friday, the company's stock closed up $0.18 at $13.77. Throughout November, the company's stock traded between $13 and $14.65.

ATP, based in Houston, is a natural gas and oil exploration and development company. The company intends to use the proceeds from the offering to accelerate the development of its oil and gas properties in the Gulf of Mexico and the North Sea. The company will also use the funds to reduce $13.3 million in a term loan and for general corporate purposes.

PivX gets $10 million equity line

Newport Beach, Calif. software company PivX Solutions Inc. has raised $10 million through a standby equity distribution agreement with Cornell Capital Partners LP.

In the agreement, which expires in two years, Cornell will pay 98% of the lowest volume weighted average price of PivX's stock on the over-the-counter bulletin board for five trading days after notice for each share of common stock purchased under the agreement.

Monitor Capital Inc. was the placement agent in the transaction.

PivX intends to use the proceeds from the agreement for general corporate purposes. The company's stock closed down $0.11 at $2.50.

Franklin wraps third closing

Franklin Capital Corp. closed a third tranche of its previously announced private placement for $3.8 million.

The company issued 475,000 shares at $8 each. Details about the warrants involved with the deal could not be obtained by press time Friday.

"Without disclosing too much information, we are in the middle of restructuring and this offering is part of that restructuring," said Karen Queen, spokeswoman for Franklin, in an interview Friday.

Based in Santa Monica, Calif., Franklin Capital is entering the medical products and health care industry and the financial services industry. The company will use the proceeds from the financing to expedite its entry into those businesses.

On Friday, the company's stock closed up $0.20 at $11.

Sagemark raises $3.461 million

The Sagemark Cos. Ltd. wrapped up a private placement of shares and warrants for $3,461,500.

On Nov. 29, the company issued 1,730,750 common shares at $2 each and warrants for 865,375 shares at $4 for five years.

Joseph Sevens & Co. Inc is the placement agent in the offering.

"Sagemark is a growing owner/operator of out-patient medical diagnostic positron emission tomography imaging centers," said Sagemark's president and chief executive officer Ted Shapiro in a statement. "This private placement will enable the company to add to its portfolio of PET imaging centers offering state-of-the-art medical diagnostic PET imaging services to areas where such capabilities will enhance the quality of patient and medical care."

Based in New York, Sagemark acquires, organizes and operates outpatient diagnostic imaging centers. The company plans to use the proceeds from the offering to add to its portfolio of positron emission tomography imaging centers.

On Friday, the company's stock closed

Tidel closes $3.35 million financing

Tidel Technologies Inc. has completed a $3.35 million financing with Laurus Master Fund Ltd.

The transaction, which is part of a debt reorganization with Laurus, includes a three-year convertible note for $1.5 million, a one-year convertible note for $600,000 and a one-year purchase order facility financing for $1.25 million.

The three-year convertible note bears interest at 14% and is convertible into common shares at $3 each.

The one-year convertible note bears interest at 10% per year and is convertible into common shares at $0.30 each.

The money borrowed under the purchase order bears interest at 14% and may be converted into shares at $3 each. The purchase order facility is the primary obligation under the financing.

Laurus also received warrants for 500,000 shares at $0.30 for seven years.

Based in Houston, Tidel manufactures automated teller machines and cash-security equipment designed for specialty retail marketers.

Tidel's stock closed unchanged at $0.57 Friday.

Novamex raises $2 million

Novamex USA Ltd. issued $2 million in a convertible subordinated debenture.

The debenture, which matures Nov. 30, 2009, bears interest at 10.05% per year and is convertible into common shares at $0.40 each for five years.

Novamex may call the debenture at 110% of par after Nov. 30, 2006.

Based in Ville Saint-Laurent, Quebec, Novamex is a biotechnology company focusing on the diagnosis of Mad Cow Disease. The company plans to use the funds from the financing to accelerate the development of its antigen-antibody test for Mad Cow Disease and to evaluate potential acquisitions.

The company's stock closed up $0.14 at $0.28.

Wellstone raises $1.5 million

Cigarette filter company Wellstone Filters Inc. said it has raised $1.5 million in the private placement of a promissory note.

The note, sold to Carlson Group Ltd., matures Dec. 31, 2006 and bears interest at 4% annually.

Carlson Group also received warrants to buy a total of 3.24 million shares at $0.50 each for five years.

Based in Tarrytown, N.Y., Wellstone is researching a cigarette filter that limits the amount of toxins inhaled by smokers.

The company's stock closed down $0.07 at $1.41.

Sharp Holding gets $1 million

Sharp Holding Corp. wrapped up a private placement for $1 million in the form of convertible secured notes and warrants.

Four institutional investors bought $1 million in callable convertible secured notes and warrants for 1 million shares.

The notes bear interest at 8% and mature in two years. The notes are convertible into common shares at the lower of $0.21 or 65% of the average three lowest intraday trading prices during 20 trading days before the conversion date.

The warrants in the deal allow for an additional share at $0.17 each for five years.

Based in Houston, Sharp develops internet security, software and content-management applications. The company plans to use the proceeds from the financing to provide capital for its ongoing operations.

On Friday, the company's stock closed up $0.04 at $0.29.

Quick-Med gets $1 million

Quick-Med Technologies Inc. has raised $1 million in a private placement.

The company sold 5 million shares at $0.20 each to Phronesis Partners LP.

The investor also received warrants to buy shares at a price equal to $1 million divided by $0.40 each or 70% of the average market price for five consecutive trading days before the warrant is exercised.

Based in Gainesville, Fla., Quick-Med works with the U.S. Army to develop a treatment for mustard gas exposure. The company plans to use the proceeds from the deal for working capital and to fund its proposed growth plans.

Quick-Med's stock closed at $0.14 Dec. 1, its last trade.

Fairborne to raise C$36 million

Fairborne Energy Ltd. said Friday will raise C$36,006,500 in a private placement.

The company will issue 2,725,000 common shares at C$11.50 each and 322,000 flow-through shares at C$14.50.

The offering is expected to close Dec. 23.

Fairborne is a Calgary, Alta.-based oil and natural gas exploration company.

The company's stock closed down C$0.20 at C$11.55 on Friday.

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