Attached files
| file | filename |
|---|---|
| EX-10.5 - STEELCLOUD INC | v190281_ex10-5.htm |
| 8-K - STEELCLOUD INC | v190281_8k.htm |
| EX-3.2 - STEELCLOUD INC | v190281_ex3-2.htm |
| EX-10.4 - STEELCLOUD INC | v190281_ex10-4.htm |
| EX-10.1 - STEELCLOUD INC | v190281_ex10-1.htm |
| EX-10.6 - STEELCLOUD INC | v190281_ex10-6.htm |
| EX-10.7 - STEELCLOUD INC | v190281_ex10-7.htm |
| EX-10.9 - STEELCLOUD INC | v190281_ex10-9.htm |
| EX-10.3 - STEELCLOUD INC | v190281_ex10-3.htm |
| EX-10.8 - STEELCLOUD INC | v190281_ex10-8.htm |
| EX-10.10 - STEELCLOUD INC | v190281_ex10-10.htm |
| EX-10.2 - STEELCLOUD INC | v190281_ex10-2.htm |
20110
Ashbrook Place, Suite 130; Ashburn VA 20147
703-674-5500;
Fax 703-674-5506
E-mail:
info@steelcloud.com
For
Investor Relations contact: Tim Clemensen at 212-843-9337 or
tclemensen@rubensteinir.com
PRESS
RELEASE
For
Immediate Distribution
SteelCloud
Announces $2 Million New Investment
Recapitalization
Positions Company for Growth
Ashburn,
VA, July 9, 2010 -- SteelCloud, Inc.
(OTC: SCLD), a leading developer of mobility computing appliance solutions
announced today that it has received $2 million in new equity and debt
investments from Clipper Investors LLC.
The new
investments include $900,000 in preferred stock having a 10% per annum dividend
and $1.1 million of 3-year debt having an interest rate of 12%. Both
the preferred stock and debt are convertible into common stock at a price of
$0.10 per common share, a 54% premium over the closing share price on Friday
July 2, 2010. In conjunction with the transactions, the Company
issued 20 million warrants to purchase common stock at a price of $0.14 per
common share, a 115% premium over the closing share price on Friday, July 2,
2010.
“This
investment has come at a great time for the Company,” said Brian Hajost,
SteelCloud President and CEO. “Not only does it build a strong
financial foundation for SteelCloud, but in the near term, it allows us to
further invest in the marketing of our newly released SteelWorks EXPRESS and FedMobile
products. Clipper has brought some great talent to the board and I am
excited about our shared vision for the Company.”
Additionally,
concurrent with the closing of these new investments, SteelCloud reconfigured
its board of directors. The new five director board will include
Brian Hajost and Edward Murchie from the previous board, and they will be joined
by Kenneth Merlau, Mark Lister, and James Feigley. Mr. Merlau was
elected to the position of Chairman.
“We are
excited to invest in SteelCloud,” said Ken Merlau. “We have been
impressed with their strategy and the execution of their business plan over the
past year. With the capital raising activities behind us, we are
ready to grow the Company.”
For a
complete description of the terms and conditions of these new investments,
please refer to the Form 8-K issued by the Company and filed with the SEC on
July 9, 2010.
Kenneth
A. Merlau
Mr.
Merlau is Chairman of Clipper Investors LLC, a private equity advisory company
he founded in 1993. He has extensive experience as an executive,
operator, and consultant in a wide range of businesses including presently as
the chairman and principal stockholder of Design House, Inc., a distributor of
home building materials. Most recently, Mr. Merlau acted as the
chairman and majority shareholder of QuickSet International, Inc., a company
focused on ruggedized surveillance and sensor products for the military and
Homeland Security markets. From 1980 through 2000, Mr. Merlau has
been associated with numerous businesses as owner or board member, including
Tamms Industries, Inc., Transo Envelopes LLC, the Isaac Group and the Peltz
Group, Inc. From 1998 through May 1999, Mr. Merlau was a director of Metal
Management, Inc. From 1970 through 1980, he served as a management
consultant for Touche Ross & Co. (now Deloitte & Touche), where he was
elected a partner in 1977. Currently, Mr. Merlau is a member of the
board of Force Protection Inc. (FRPT, Nasdaq), Northside Community Bank, and
Christ the King Jesuit College Preparatory High School. Mr. Merlau
also serves on the Advisory Council of the Wilmer Ophthamological Institute of
Johns Hopkins Hospital. Mr. Merlau holds a BS degree from Purdue
University and an MBA from the University of Chicago.
Edward
M. Murchie
Mr.
Murchie has served on SteelCloud’s Board of Directors since March of
2010. He is the CEO of Caledonia Capital Corporation, a private
equity company that he founded in 1995. In 2000, Mr. Murchie
co-founded First Source Electronics, an integrator of hardware, electronics, and
optics for high end equipment in the telecom, industrial equipment and
government sectors. Mr. Murchie was a major investor and served as
COO of EIT, Inc., a Tier II contract manufacturer from 1996 to
2000. Other activities, include selective commercial/industrial
rental real estate investments, franchised auto maintenance and repair, work
with technology start-ups in conductive ink, RF capable glass fiber, water and
wastewater treatment technologies, recycling of waste pulp, portable wireless
modems and franchised staffing operations. Mr. Murchie was the
President of Axsys Technologies, a producer of motion control systems from 1
1990 to 1995. From 1986 to 1989, he was the President of Fairchild
Industries, Inc., a publicly owned airframe manufacturer and leading supplier of
space and defense electronics. From 1984 to 1986, he was the Sr. Vice
President and CFO of Emery Air Freight, a major air freight
carrier. Mr. Murchie was Sr. Vice President and CFO of Allied/Eltra
(Honeywell) from 1975 to 1984. He was an auditor for Price Waterhouse
from 1968 to 1975. Mr. Murchie is a CPA and holds a BS degree in
Accounting from Fordham University.
James
M. Feigley
Mr.
Feigley has served as a member of the Board of Directors of Applied Energetics,
Inc. (AERG, Nasdaq) since June 2008, and as Chairman since April of
2009. Mr. Feigley has served as President of Rock River Consulting,
Inc., a defense consulting firm he founded in May 2003 after retiring from the
U.S. Marine Corps. General Feigley served as a member of the United
States Marine Corps from 1972 through 2002. He retired from the
Marine Corps as a Brigadier General in 2002. General Feigley served
as Commander of the Marine Corps Systems Command from 1998 through 2002, where
he was the executive authority on research, development, procurement, fielding
and life cycle support for all Marine Corps ground combat, combat support and
combat service support equipment, ordinance and systems. General
Feigley served as Direct Reporting Program Manager to the Assistant Secretary of
the Navy, Research, Development and Acquisition Program from 1993 through
1998. He served as Project Manager for the Headquarters, U.S. Marine
Corps and Naval Sea Systems Command from 1986 through 1993. He
received a BS from the University of Wisconsin - Oshkosh in 1972 and graduated
from the Army Logistics Management Center in 1982, the Marine Corps Command and
Staff College in 1986 and the Defense Systems Management College in
1986. He currently serves as an Associate Member of the Naval
Research Advisory Committee.
Mark
J. Lister
Mr.
Lister is president of StratTechs, Inc., a consulting firm that he founded in
2006 which specializes in brokering technology within the Defense, Intelligence
and Homeland Security government markets. Mr. Lister has served as a member of
the Board of Directors of Applied Energetics, Inc. (AERG, Nasdaq) since June,
2009. Mr. Lister recently completed service on the Secretary of the
Navy Advisory Panel and is a former Chairman of the Naval Research Advisory
Committee. From January 1992 to June 2006, Mr. Lister was employed by
the Sarnoff Corporation where he most recently served as Senior Vice President
of Government Operations. While at Sarnoff, from 2001 to 2006, Mr.
Lister served as Managing Director of the Rosettex Technology and Ventures
Group, a joint venture of Sarnoff Corporation and SRI International for which he
was a founder, and from 1996 to 2001, Mr. Lister served as Executive Director of
the National Information Display Laboratory. From 1987 to 1992, he
served as Director, Advanced Development and Applications in the Research and
Development Group of the Office of the Assistant Secretary of the U.S. Air Force
for Space. Mr. Lister’s government career began at the Naval Research
Laboratory where he served as a researcher in the Space Applications Branch from
1977 to 1987. Mr. Lister has a B.S. in Electrical Engineering from
Drexel University, a B.S. in Mathematics from St. Vincent College and a MEA from
George Washington University.
About
SteelCloud
SteelCloud
is a developer of mobility computing appliance solutions. SteelCloud
designs and architects specialized appliance solutions for mobile computing
technologies including BlackBerry® Enterprise Server. SteelCloud delivers
integrated hardware/software appliance solutions, to commercial and government
enterprises, that focus on ease of deployment, policy compliance, and high
availability. Additionally, SteelCloud distributes BlackBerry software
licenses to companies worldwide that provide BlackBerry hosting services.
Over its 20-year history, SteelCloud has won numerous awards for technical
excellence and customer satisfaction. SteelCloud can be reached at (703)
674-5500. Additional information is available at www.steelcloud.com or by
email at info@steelcloud.com.
"Safe
Harbor" statement under the Private Securities Litigation Reform Act of 1995:
Except for historical information, all of the statements, expectations and
assumptions contained in the foregoing press release are forward-looking
statements that involve a number of risks and uncertainties. It is
possible that the assumptions made by management are not necessarily the most
likely and may not materialize. In addition, other important factors that
could cause actual results to differ materially include the following:
SteelCloud’s ability to obtain financing in the short term, general business
conditions and the amount of growth in Blackberry market and general economy;
competitive factors; ability to attract and retain personnel, including key
sales and management personnel; and the price of SteelCloud’s
stock.. Readers are urged to carefully review and consider the
various disclosures made by SteelCloud in its reports filed with the SEC which
attempt to advise interested parties of the risks and factors that may affect
its business, financial condition, results of operation and cash flows. If
one or more of these risks or uncertainties materialize, or if the underlying
assumptions prove incorrect, SteelCloud’s actual results may vary materially
from those expected or projected. SteelCloud takes no obligation to update
or correct forward-looking statements.
###