LRAD Corporation Announces Settlement Agreement with Iroquois Master Fund Ltd.
and Schedules Annual Meeting of Stockholders
Three New Independent Directors to Stand for Election
SAN DIEGO, May 22, 2013 (GLOBE NEWSWIRE) -- LRAD Corporation (Nasdaq:LRAD)
announced today that it has reached an agreement with Iroquois Master Fund
Ltd. and certain of its affiliates (collectively "Iroquois"), under which two
new independent directors proposed by Iroquois and a third new independent
director mutually selected by the Company and Iroquois will stand for election
in place of three independent members of the Company's current Board of
Directors. As part of the agreement, Iroquois will vote all of its shares in
support of the new slate of five directors consisting of current directors
Thomas R. Brown and Laura M. Clague, and new directors General John G. Coburn,
Dennis J. Wend and Richard H. Osgood III, at the Company's 2013 Annual
"We believe this agreement is in the best interests of the Company and our
stockholders," stated Tom Brown, chairman, president and CEO of LRAD
Corporation. "We appreciate the service and contributions of our outgoing
independent directors, Admiral Raymond Smith, Helen Adams and Bill VanDeWeghe.
Their knowledge and guidance over the years have been valuable to the Board.
We look forward to working together with our new Board members on expanding
our business and increasing long term stockholder value."
The Company and Iroquois have also agreed to settle the pending derivative
lawsuit brought by Iroquois, subject to approval by the Delaware Court of
Chancery, with the Company agreeing to amend Mr. Brown's May 2012 stock option
grant by raising the strike price from $1.33 to $3.00. The Company also agreed
to pay certain Iroquois legal and advisory fees. Iroquois has agreed to
certain standstill restrictions that expire prior to the Company's 2014 Annual
"We are delighted to have settled with LRAD amicably and believe that General
John G. Coburn, Dennis J. Wend and Richard H. Osgood III will enhance the
composition of the Board," said Richard Abbe, co-founder and managing partner
of Iroquois Capital, LP. "We look forward to working constructively together
with the Board and management team to help maximize value for all
General Coburn is chairman and CEO of Vision Technologies Systems Inc. VT
Systems provides engineering solutions, products, integrated systems, and
services in the Americas across the core business areas of aerospace,
electronics, land systems and marine. Headquartered in Alexandria, Virginia,
VT Systems operates around the globe and offers a broad range of proven
innovative services to both the commercial and government sectors. General
Coburn became the Chairman of VT Systems in November 2001. Subsequently, he
grew the company from $61 million in revenue to over $1 billion in 2008.
General Coburn retired from the United States Army in 2001 after 39 years of
service. His last assignment was Commanding General, U.S. Army Materiel
Command (AMC). AMC, with an annual budget of $39.2 billion, is one of the
largest commands in the Army with almost 51,000 employees and activities in 42
states and more than 28 foreign countries. General Coburn was directly
responsible for acquisition, contracting, research and development, foreign
military sales, industrial base development, ammunition, program management
and sustainment for the U.S. Army. General Coburn is a distinguished military
graduate of Eastern Michigan University where he was commissioned as a second
lieutenant of Infantry.
Mr. Wend is the President of Wend & Associates Inc., a technology based
consulting company working with various government agencies and private sector
firms to optimize leveraging activities. Prior to founding Wend & Associates
in 2007, Mr. Wend served for over 27 years as a civilian with the U.S. Army in
various jobs in procurement, logistics and weapon systems management as the
Director of the National Automotive Center and Executive Director for
Technology Transfer, where he was involved in all program aspects, including
the management and direction of 18 manufacturers throughout the country,
executing approximately $1 billion of production. Mr. Wend is a graduate of
the Pentagon's Defense System Management College and holds an undergraduate
degree from the Detroit Institute of Technology.
Mr. Osgood has spent the bulk of his 30+ year career in investment banking at
the helm of Pacific Growth Equities. Founded in 1991, Mr. Osgood acted as
president, chairman, CEO, COO and executive chairman of Pacific Growth until
its acquisition by Wedbush Securities in January 2009. He then spent two
years as the head of Equity Capital Markets for Wedbush.
Pacific Growth was a boutique investment bank and institutional brokerage firm
that serviced companies in high growth sectors such as life sciences, clean
technology and information technology. During his time at Pacific Growth, Mr.
Osgood executed 200 managed transactions, raising more than $5 billion in
Mr. Osgood is also an active supporter and board member of numerous non-profit
organizations, including the Salvation Army. He currently sits on the
investment committee for the Western Territory, as well as their Advisory
Board in San Francisco. As chairman of the San Francisco board for five
years, Mr. Osgood was instrumental in a major capital campaign that resulted
in the building of a $100 million community center in one of San Francisco's
poorer neighborhoods. Mr. Osgood graduated cum laude from the University of
The Company also announced that its annual meeting of stockholders has been
scheduled for July 17, 2013 at its corporate offices. Stockholders of record
as of May 24, 2013 will be eligible to vote for the proposed slate of
directors and other proposals for consideration that will be included in the
Company's proxy statement scheduled for filing with the Securities and
Exchange Commission (SEC).
About LRAD Corporation
LRAD Corporation is using long range communication to resolve uncertain
situations peacefully and save lives on both sides of its proprietary Long
Range Acoustic Device®. LRAD® systems are in service around the world in
diverse applications including fixed and mobile military deployments, maritime
security, critical infrastructure and perimeter security, commercial security,
border and port security, law enforcement and emergency responder
communications, emergency warning and mass notification, asset protection, and
wildlife preservation and control. For more information about the Company and
its LRAD systems, please visit www.lradx.com.
Important Additional Information
This release may be deemed to be solicitation material in respect to the
election of directors to the Board of Directors of the Company. The Company
will be filing a proxy statement with the SEC. STOCKHOLDERS ARE URGED TO READ
THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE
FILED WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION. Stockholders will be able to receive the proxy
statement and other relevant documents free of charge at the SEC's website at
www.sec.gov, or upon written request to the Secretary of LRAD Corporation at
16990 Goldentop Road, Ste. A, San Diego, California 92127.
The Company and its directors and executive officers and other members of
management and employees may be deemed to be participants in the solicitation
of proxies in respect of the election of directors to the Board of Directors
of the Company. Information regarding the interests of participants in the
solicitation of proxies in respect of the 2013 Annual Meeting will be included
in the Company's proxy statement to be filed with the SEC.
Forward-looking Statements: This release contains forward-looking statements
within the meaning of the Securities Act of 1933 and the Securities Exchange
Act of 1934. We base these statements on particular assumptions that we have
made in light of our industry experience, the stage of product and market
development as well as our perception of historical trends, current market
conditions, current economic data, expected future developments and other
factors that we believe are appropriate under the circumstances. These
statements involve risks and uncertainties that could cause actual results to
differ materially from those suggested in the forward-looking statements.
These risks and uncertainties are identified and discussed in our filings with
the SEC. These forward-looking statements are based on information and
management's expectations as of the date hereof. Future results may differ
materially from our current expectations due to a variety of factors
including, among others, general economic conditions, our dependence on a
limited number of customers, our dependence on continued sales to U.S. and
international governments and businesses that sell to governments, our ability
to obtain financing on favorable terms, or at all, and our ability to expand
our customer base and the acceptance of our products. For more information
regarding other potential risks and uncertainties, see the "Risk Factors"
section of the Company's Form 10-K for the fiscal year ended September 30,
2012. The Company disclaims any intent or obligation to update those
forward-looking statements, except as otherwise specifically stated.
FOR FURTHER INFORMATION CONTACT:
CONTACT: Robert Putnam
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