Smart Online takes home $6 million from stock sale; TechnoConcepts closes unit deal for $6 million

By Sheri Kasprzak

New York, Feb. 22 - Private placement action Thursday was led by two $6 million offerings in the tech sector.

The sector, according to one market source, may be making a comeback to the PIPE market.

"Tech stocks are improving and that means more of them [technology companies] are ready to get back into the market for capital," said the market source based on the West Coast. "For a while, I think they were hesitating a bit."

Those two deals on Thursday were led by a $6 million offering of stock from Smart Online, Inc.

Smart Online sold 2,352,941 shares at $2.55 each to Herald Investment Trust plc and Magnetar Capital Master Fund, Ltd. The two investors came away with warrants for 1,176,471 shares, exercisable at $3.00 each.

Smart Online said it plans to use the proceeds to repay debt and boost its working capital.

The stock gained 5 cents to end the day at $2.95 (OTCBB: SOLN).

Canaccord Adams Inc. was the placement agent.

"We would like to thank Herald and Magnetar both for their belief in Smart Online's potential to become the leading software-as-a-service vendor for the small business marketplace and for their confidence in our strategy and execution capabilities," said chief executive officer Michael Nouri in a news release.

"At Smart Online, we are excited about the expanding array of opportunities to accelerate our growth through channel partnerships in the financial services, telecommunications and other target verticals. With this financing in place, we have substantially strengthened our balance sheet and now have the flexibility to more aggressively pursue our plans to provide small business owners with an integrated suite of on-demand applications while continuing to add new capabilities to our OneBiz platform."

Smart Online most recently tapped the PIPE market in June 2006, selling $1 million in shares at $2.50 each to Atlas Capital, SA.

Based in Research Triangle Park, N.C., Smart Online develops web-based applications, private-label online business platforms that enable web delivery of applications and services used to start and manage small businesses.

TechnoConcepts raises $6 million

Elsewhere in the tech sector, TechnoConcepts, Inc. wrapped a $6 million offering of units comprised of secured convertible debentures and two series of warrants.

The company sold 200 units at $30,000 each with each unit consisting of $30,000 in principal of the 8% debentures, one warrant for 10,000 shares exercisable at $1.50 each for five years and one warrant for 10,000 shares exercisable at $2.75 each for five years.

The debentures are convertible at $1.50 each.

The maturity of the debentures could not be determined by press time Thursday.

Proceeds will be used for the development and commercialization of the company's True Software Radio technology and for working capital.

Connected to the offering, investors converted $8.8 million in series A 8% notes with a conversion price of $1.50.

In other news, two investors converted $5,364,539 series A notes and were granted warrants for 3,576,360 shares, exercisable at $2.10 each for 18 months, warrants for 3,576,360 shares, exercisable at $2.50 each for five years and warrants for 3,576,360 shares, exercisable at $3.50 each for five years.

"We are pleased to have completed this financing transaction and restructuring process, culminating a long-term recapitalization strategy," said Antonio Turgeon, the company's CEO, in a statement.

"Originally, we intended to raise up to $4 million but increased the offering size based on investor appetite. We believe the overwhelming demand from investors in the private placement is a result of the increasing number of business relationships we have created with our True Software Radio wireless semiconductor technology and the solid execution plan that we are demonstrating with our contracted IPTV business in China."

The company's stock lost 8 cents, or 4.57%, to close at $1.67 Thursday (OTCBB: TCPS).

In December 2005, TechnoConcepts closed a $3 million private placement of convertible preferred stock. Each 5% preferred was convertible into 1,000 common shares.

TechnoConcepts, based in Van Nuys, Calif., develops semiconductors for wireless communications.

Purepoint plans C$16 million deal

Moving north of the border, Purepoint Uranium Group Inc. negotiated the terms of a private placement for up to C$16,000,255.

The company intends to sell up to 6,060,700 flow-through shares at C$1.65 each and up to 4.138 million units at C$1.45 each.

The units include one share and one half-share warrant with each whole warrant exercisable at C$2.00 for two years.

The offering is being placed through a syndicate of agents led by Blackmont Capital Inc. and CIBC World Markets Inc.

Proceeds will be used for exploration on the company's prospective projects in the Athabasca Basin.

Purepoint's stock dipped 2 cents to close at C$1.54 Thursday (TSX Venture: PTU).

Toronto-based Purepoint is a uranium exploration company.

Migao's C$25 million offering

Elsewhere in Canadian PIPEs, Migao Corp. settled a previously announced deal for C$25,003,750, including a greenshoe exercised by a syndicate of underwriters led by Research Capital Corp. and CIBC World Markets Inc.

Investors bought 6.025 million units, including the over-allotment option for 1.205 million additional units, at C$4.15 each.

The units consist of one share and one half-share warrant. The whole warrants are exercisable at C$5.30 each for two years.

"We are very pleased to have completed our second financing as a public company in less than one year," said Migao CEO Liu Guocai, in a statement. "This financing, along with our existing cash and continuing positive cash flow will allow us to advance our growth strategy significantly. The proceeds will be used to continue adding capacity at existing locations, construct a new facility in Shanghai and secure new sites across China."

Migao settled an C$18,134,550 private placement of units at C$2.85 each in May 2006 as part of its reverse takeover of Fox Mountain Explorations Ltd.

The company's stock slipped 4 cents Thursday to close at C$5.36 (TSX Venture: MGO).

Based in Toronto, Migao is a potash fertilizer producer.

TC PipeLines stock dips

In secondary market activity, TC PipeLines, LP's stock settled down slightly on Thursday, a day after the company announced plans to settle a $600 million private placement of limited partnership units.

The stock fell 47 cents, or 1.26%, to close at $36.89 (Nasdaq: TCLP).

On Wednesday, when the offering was announced, the stock gained $1.24, or 3.43%, to close at $37.36.

In the placement, a group of investors led by Kayne Anderson Capital Advisors LP and Tortoise Capital Advisors agreed to buy units at $34.57 each, a 4.3% discount to the company's $36.12 closing stock price on Tuesday.

Completion of the offering is contingent upon TC closing its acquisition of a 46.45% general partner interest in Great Lakes Gas Transmission LP. The proceeds from the deal will be used to fund a portion of that acquisition, which is set to close by the end of the month.

Calgary, Alta.-based TC acquires natural gas pipelines in the United States.

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