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Published on 1/2/2008 in the Prospect News PIPE Daily.

New Issue: Compliance Systems sells $2.5 million of convertible preferreds

By Laura Lutz

Des Moines, Jan. 2 - Compliance Systems Corp. completed a private placement of convertible preferreds for $2.5 million, according to an 8-K filing with the Securities and Exchange Commission.

The company sold 2.5 million shares of series A senior convertible voting non-redeemable preferred stock at $1.00 apiece.

Holders also exchanged $3.14 million of debt into series B senior subordinated convertible voting redeemable preferred stock and series C senior subordinated convertible voting redeemable preferred stock. The debt was exchanged for 1.25 million series B preferred shares at $1.00 apiece and 1,885,709 series C preferred shares at the same price.

Each preferred share is convertible into 100 restricted shares of common stock.

The series A and C preferreds will not pay any dividends. The series B preferreds will bear dividends at 12% per year.

Compliance Systems will not have any redemption rights for the series A preferreds. The series B and C preferreds will be redeemable at $5.00 per share plus accrued interest until Dec. 31, 2010.

Of the proceeds, about $1.14 million was used to buy back convertible debentures from affiliates of Cornell Capital. The rest will be used for business development.

Based in Glen Cove, N.Y., Compliance Systems provides technologies to help telecommunications companies comply with telemarketing laws.

Issuer:Compliance Systems Corp.
Issue:Series A senior convertible voting non-redeemable preferred stock
Amount:$2.5 million
Preferred shares:2.5 million
Dividends:0%
Price:$1.00
Conversion price:$0.01
Call:No
Warrants:No
Settlement date:Dec. 31
Stock symbol:OTCBB: COPI

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