VocalTec secures $5.14 million from stock sale; Aspyra concludes $4.5 million PIPE

By Sheri Kasprzak

New York, May 18 - Voice-over-internet protocol provider VocalTec Communications Ltd. led PIPE action Thursday, announcing the imminent completion of a $5,142,500 stock offering.

VocalTec plans to sell 935,000 shares at $5.50 each to a group of institutional investors by the end of the month. The shares offered in the placement equal 17% of VocalTec's outstanding share capital.

The investors also received warrants for 374,000 shares, exercisable at $7.90 each for five years.

JMP Securities LLC was the placement agent.

Upon the announcement of the deal and as tech stocks in general sank Thursday, VocalTec's stock dropped 4.51%, or 31 cents, to close the session at $6.56 (Nasdaq: VOCL). On Wednesday, the stock fell 27 cents to close at $6.87.

"This transaction gives us the financial resources necessary to fund our working capital requirements and to continue working toward our overall strategic objectives," said Yosi Albagli, VocalTec's chief executive officer, in a news release. "We are pleased to announce that these institutional investors share our enthusiasm for the next-generation VoIP equipment market."

The proceeds will be used for working capital.

One market source familiar with the tech sector said though tech stocks in general are down, the voice-over-internet protocol business is a thriving one.

"It's not the best time for them right now, but it's certainly going to be burgeoning in the coming months," he said. "We've already seen a lot of [PIPE offerings] from these companies and there's good reason to believe more are coming."

Looking to VocalTec's latest earnings, the company reported a net loss of $6.63 million for the year ended Dec. 31, compared with a net loss of $5.69 million for year-end 2004.

Located in Herzlia, Israel, VocalTec is a voice-over-internet protocol provider.

In the broader PIPE market Thursday, stocks continued to drop as oil prices finally rebounded after several days of losses.

The Dow Jones Industrial Average gave up another 77.32 to end at 11,128.29; the Nasdaq composite index lost 15.48 to close at 2,180.32; and the Standard & Poor's 500 composite index fell 8.51 to end the session at 1,261.81.

Aspyra's $4.5 million PIPE

In other private placement activity, Aspyra, Inc. concluded a $4.5 million offering of 2.25 million units at $2.00 each.

The company's stock jumped 10.26%, or 20 cents, to close at $2.15 (Amex: APY) after the deal was announced Thursday morning.

The units are comprised of one share and one half-share warrant with each whole warrant exercisable at $3.00 through May 17, 2007.

The proceeds from the deal will be used to complete Asprya's integration plan following its merger with Creative Computer Applications, Inc. and StorCOMM, Inc. The rest will be used for marketing and working capital.

"This capital infusion will provide funding to help ensure the successful execution of our strategic integration plans associated with our recent merger with StorCOMM, Inc., and to accelerate the marketing of our new products," said chief executive officer Steven Besbeck in a statement. "We are pleased that the investor group has shown its confidence in the company and our management strategy at a time when Aspyra is well-poised for expansion and growth in the health care information technology market. We are focusing full attention on Aspyra's products on this rapidly growing healthcare sector, which is expected to reach $25 billion by 2009."

Aspyra, based in Calabasas, Calif., provides clinical and diagnostic information to the health care sector.

Oil prices climb

Oil prices made a comeback on Thursday, and a couple of energy offerings made PIPE headlines during the day.

Oil gained 76 cents on the day to close at $69.45 per barrel after slipping 84 cents Wednesday to close at $68.69 per barrel.

Dual Exploration Inc. led energy offerings, closing out a C$12 million private placement as part of an arrangement with its subsidiary, DualEx Energy International Inc.

Dual sold 30 million subscription receipts exchangeable for units of one share and one half-share warrant once Dual completes its agreement with subsidiary DualEx.

Under the agreement, DualEx will receive Dual's interest in gas interests in Syria and Portugal and receive a gross overriding royalty interest in 53 coal-bed methane gas wells in Wyoming.

The whole warrants associated with the PIPE are exercisable at C$0.55 each for two years.

Clarus Securities Inc. was the lead agent.

At the end of the day, Dual's stock settled up 5 cents, or 2.94%, at C$1.75 (Toronto: DLX).

The proceeds from the deal will be used by DualEx to start work on the Syrian and Portuguese properties received in the agreement. The remainder will be used for working capital.

Dual is based in Calgary, Alta.

In other energy offerings, Reece Energy Exploration Corp. priced a C$4.25 million private placement.

The non-brokered deal includes up to 2 million Canadian development expenses flow-through shares and Canadian exploration expenses flow-through shares.

Each CDE share is priced at C$2.00, and each CEE share is priced at C$2.25.

The proceeds from the deal will be used for exploration and development on the company's Kindersley and Estevan oil and gas properties.

The offering is slated to close in June.

Reece's stock remained unchanged at C$1.60 (TSX Venture: RXR).

Reece is located in Medicine Hat, Alta.

Crosstex stock dips

In other energy news, a day after announcing a $360 million PIPE, Crosstex Energy, LP's stock edged down on Thursday.

The stock fell 4 cents, or 0.12%, to close at $34.57 (Nasdaq: XTEX).

On Wednesday, when the deal was announced, the company's stock gave up 3.46%, or $1.24, to end at $34.61.

In the placement, Crosstex intends to sell series C subordinated units at $28.06 each. The units are exchangeable for common units after Feb. 16, 2008. The price per series C units is a 21.7% discount to the company's $35.85 closing stock price on Tuesday.

Even though Crosstex Energy LP's stock fell Thursday, Crosstex Energy, Inc., which intends to buy $180 million of the placement, saw its stock improve a day after announcing it completed a $179,143,616 private placement to fund that investment.

Crosstex Energy, Inc.'s stock advanced $2.27, or 2.86%, to close at $81.51 Thursday (Nasdaq: XTXI). On Wednesday, the stock lost 2.21%, or $1.79, to end at $79.24.

In the placement, the company sold shares at $70.17 each to Chieftain Capital Management, Inc.; Kayne Anderson MLP Investment Co.; Kayne Anderson Energy Total Return Fund, Inc.; LB I Group Inc., an affiliate of Lehman Brothers Inc.; and Tortoise North American Energy Corp. and shares at $76.90 each to Lubar Equity Fund, LLC.

Dallas-based Crosstex Energy, LP is a midstream natural gas company. Crosstex Energy, Inc., also based in Dallas, processes and refines natural gas.

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