VCampus raises $3 million from convertibles; SLM plans $2.5 million unit offering

By Sheri Kasprzak

New York, Sept. 26 - VCampus Corp. led light PIPE activity Tuesday as tech stocks made a slight comeback.

One market source focused on the technology sector noted that stocks in that sector had been sluggish but on Tuesday did see a light at the end of the tunnel. In fact, two tech names led private placement action on Tuesday.

"I think these [the two tech issuers] indicate that there is enough investor interest in tech that even a small lift in [tech] stocks will push some activity," he said.

Back to the VCampus offering, the company sold $3 million in senior secured convertible notes for proceeds of $2.82 million to Gottbetter Capital Master, Ltd.

The 10% note was priced at 94 and matures in 30 months. The note is convertible into common stock at $0.30 per share.

The conversion price is only a slight discount to the company's $0.31 closing stock price on Monday.

The investor also received warrants for 2.5 million shares, exercisable at $0.30 each.

Carter Securities, LLC was the placement agent.

Connected to the completion of the offering, the conversion price of the company's series A-1 preferred stock was reduced to $0.30.

On Tuesday, the stock remained unmoved at $0.31 (OTCBB: VCMP).

Proceeds from the private placement will be used to repay a $300,000 bridge loan closed earlier this month and to repay $1 million owed to SIAR Capital and other holders of notes issued in March 2004. The rest will be used for working capital and general corporate purposes.

This is the second private placement VCampus has completed this year. In March, the company sold $2.3 million in series B-1 convertible preferred stock.

The 16% preferreds are convertible into common shares at a discount of between 10% and 37.5% of the last closing stock price before conversion with a $1.64 floor.

Based in Reston, Va., VCampus provides online and distance learning services to corporations.

SLM's PIPE

In other tech news, SLM Holdings Inc. announced its plans to raise up to $2.5 million in a private placement.

The offering includes up to 5 million units at $0.50 each.

The exact structure of the units could not be determined by press time Tuesday.

Great Eastern Securities, Inc. is the placement agent.

Proceeds from the offering will be used to pay for the company's acquisition of a mid-Atlantic software products company.

The company's stock closed unchanged at $0.30 Tuesday (Pink Sheets: SMHI).

SLM Holdings, based in Deer Park, N.Y., develops web-based prospect management software used by stockbrokers and financial sales professionals.

Looking to the broader market, oil prices continued to slide, pushing stocks up. The Dow Jones Industrial Average climbed by 93.58 to settle at 11,669.39 and the Nasdaq composite index gained 12.27 to end at 2,261.34. The Standard & Poor's 500 composite index finished up 9.97 to close at 1,336.34.

Meanwhile, oil prices dipped by 44 cents to close at $61.01 per barrel.

Simtek stock jumps

In secondary tech action, Simtek Corp.'s stock made a comeback on Tuesday, gaining 11.36%.

The stock advanced by 5 cents to settle at $0.49 (OTCBB: SRAM). The stock had fallen off after the company settled a $4,555,000 private placement late last week.

On Monday, the company's stock lost 2 cents, or 4.35%, to end at $0.44. On Friday, when the private placement closed, the stock remained unchanged at $0.46.

In the placement, Renn Capital, Crestview Capital Master LLC, Big Bend XXVII Investments LP, Straus Partners & Straus GEPT and SF Capital, as well as insiders of the company, bought shares at $0.395 each.

Proceeds will be used for the purchase of silicon wafers to support revenue growth and for working capital.

The company also announced Friday that it intends to conduct a reverse stock split in September or October.

Based in Colorado Springs, Colo., Simtek designs semiconductor memory products used in global positioning systems, robotics, copiers, printers and other electronics.

Buffalo Gold stock climbs

After completing a $20,000,225 private placement with a fully exercised greenshoe, Buffalo Gold Ltd.'s stock advanced by 3.37% Tuesday.

The stock gained 7 cents to close at $2.15 (TSX Venture: BUF).

In the placement, the company issued 11,428,700 units at $1.75 each, including the over-allotment option for 2,857,200 units exercised by a syndicate of agents led by Canaccord Adams Inc.

The units include one share and one half-share warrant with each whole warrant exercisable at $2.25 each for two years.

The offering priced Aug. 30 as a $15,000,125 deal comprised of 8,571,000 units. After the deal priced, the stock closed unchanged at $2.08.

Proceeds will be used for exploration and a feasibility study on the Mt. Kare property in Papua New Guinea.

Buffalo, based in Vancouver, B.C., is a gold, uranium and nickel/copper/platinum group metals exploration company.

Sirva stock dips

In secondary market action, Sirva, Inc. watched its stock fall on Tuesday after settling a $75 million private placement of subordinated convertible notes.

The stock fell by 8 cents, or 3.02%, to close at $2.57 (NYSE: SIR). The stock gained 15 cents, or 6%, to end at $2.65 on Monday.

Volume of the shares traded Tuesday remained elevated slightly with 832,600 shares traded compared to the average 722,800 shares. On Monday, volume took off with 2,169,600 shares traded compared to the average 690,683 shares.

The 10% notes purchased by ValueAct Capital and MLF Investments, LLC are convertible into 75,000 shares of 8% convertible perpetual preferred stock. The preferreds are convertible into 25 million common shares at $3.00 each, a 20% premium to the company's $2.50 closing stock price on Sept. 22.

The offering is scheduled to close Sept. 29.

Proceeds will be used to repay existing debt. The remainder will be used for general corporate purposes.

Chicago-based Sirva provides relocation services for residential clients.

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