Canadians lead private placement volume; Bankers Petroleum plans C$35.65 million deal

By Sheri Kasprzak

Atlanta, Feb. 23 - Even though stocks in the United States made gains Wednesday, private placement volume remained relatively flat.

However, some Canadian issuers benefited from a surge in oil prices Tuesday, even though prices dipped Wednesday.

"I just think that some issuers saw oil jump yesterday and the deals came out today," said one Canadian market source.

Oil dropped $0.25 to close at $51.17 per barrel.

The Dow Jones Industrial Average closed up 62.59 at 10,673.79; the Nasdaq composite index edged up $0.93 to close at 2,031.25 and the S&P 500 ended up 6.58 at 1,190.80.

Leading private placement news Wednesday was a C$35.65 million offering from Bankers Petroleum Ltd.

The company plans to sell 31 million shares at C$1.15 each.

"It's a really straight-forward deal and the example of how a deal should be priced," said one market source. "This company, I'm going to wager, was kind of riding the wave we had yesterday with those higher oil prices."

The offering is being placed through a syndicate of underwriters led by Canaccord Capital Corp.

Based in Calgary, Alta., Bankers is an oil and gas exploration company. It plans to use the proceeds from the offering for land acquisitions, technical development for its Bend Group shales in Texas and for working capital.

On Wednesday, Bankers' stock ended up C$0.11 at C$1.22.

Fischer raises $10 million

Fischer Imaging Corp. received $10 million in a loan agreement from ComVest Investment Partners, the company said.

The loan bears interest at 8.5% annually and matures in November 2008.

The transaction also included warrants for up to 2 million shares at $4.25 each for five years.

The company received an advance for $5 million and used the proceeds to retire its outstanding senior debt. The remainder was used for working capital. The remaining $5 million may be borrowed from time to time through Nov. 15, 2005.

"This financing provides the company with valuable capital and additional resources to support the current rollout of our second-generation SenoScan digital mammography system, as well as development of future enhancements to SenoScan such as 3-D capability," said Fischer's chief executive officer Harris Ravine, in a statement. "It will also support other key development programs. We look forward to working with our supplier community and our direct and OEM customers as these programs accelerate in the future."

Based in Denver, Fischer Imaging designs, manufactures and markets medical imaging systems for screenings and diseases diagnoses.

The company's stock closed unchanged at $4.60 on Wednesday.

BioDelivery closes $2.5 million deal

BioDelivery Sciences International, Inc. wrapped a private placement for $2.5 million.

One institutional investor bought a convertible note, which bears interest at Prime plus 200 basis points, matures in three years and is convertible into common stock at $3.10 each.

The investor also received warrants for up to 350,000 shares at $3.88 each.

"Achieving a financing in the first quarter of 2005 was a critical goal for BDSI, and we are very pleased to have achieved this goal," said BioDelivery Science's president and chief operating officer Mark Sirgo in a statement. "This financing will help us to advance our product portfolio on schedule during 2005, including an anticipated filing of a [non disclosure agreement] for our Emezine product in April 2005 and the expected initiation of clinical trials on our Bema fentanyl product in the same month."

Based in Morrisville, N.C., BioDelivery Sciences is a specialty biopharmaceutical company focused on drug-delivery technologies to develop and commercialize therapeutics, nutraceuticals and micronutrients.

On Wednesday, the company's stock closed up $0.08 at $3.09.

Endavo wraps first tranche

Endavo Media and Communications, Inc. finished the first tranche of a $3,825,000 private placement for $1,275,000.

Although not all of the details were available at press time Wednesday, the company sold secured convertible notes. The notes bear interest at 8% annually and are convertible into common shares at $0.892 each.

The investors will also receive warrants at $1.27 each for five years.

Also, the investors have additional investment rights for up to $2.55 million in principal.

H.C. Wainwright & Co., Inc. was the placement agent.

"This financing package will allow us to execute on near-term content expansion opportunities and distribution opportunities that we are aggressively pursuing in Utah and the surrounding region," said Endavo's chief executive officer Paul Hamm in a statement.

"And we are very excited to simultaneously accelerate our plans to launch the Endavo Ecosystem over the national MPLS network, a digital marketplace that will serve our distribution partners in the western region and allow us to rapidly expand our marketing and distribution into other areas of the country.

Based in Salt Lake City, Endavo provides internet protocol services for digital entertainment, data and voice products. The proceeds will be used for working capital, to retire debt and for capital expenditures.

The company's stock closed down $0.31 at $1.29 on Wednesday.

Mitek plans $1.5 million deal

Mitek Systems, Inc. will head to the private placement market with an offering for up to $1.5 million.

The company plans to sell up to 2,142,856 shares at $0.70 each to John H. Harland Co. in two tranches. The first tranche will be for 1,071,428 shares.

Harland will also receive warrants for up to 321,428 shares at $0.70 each.

In the first closing, Harland received 160,714 warrants.

The second round will close Aug. 31. The second round in contingent upon Mitek amending its certificate of incorporation to increase the number of authorized shares of its common stock.

"We offer the most advanced software for detecting forgeries and counterfeits," said Mitek's president and chief executive officer James DeBello in a statement. "The investment from Harland will accelerate our ability to introduce our next generation of sophisticated forgery detection software."

Based in Poway, Calif., Mitek produces software used by financial institutions to detect forgeries.

Mitek's stock closed up $0.17 at $0.55 Wednesday.

Level 3 up after $880 million deal

After announcing its plans to raise $880 million in a direct placement of convertible senior notes, Level 3 Communications Inc.'s stock lifted Wednesday.

The company' shares closed up $0.08 at $2.36 after ending Tuesday up $0.35 at $2.28.

The notes are convertible into common shares at $3.60 each.

Based in Broomfield, Colo., Level 3 is a communications and information services company providing wholesale dial-up service to internet service providers.

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