Transcript
Hi, I’m Brent
Cook, CEO of Raser
Technologies. Welcome back
to another “Up to Speed”
message update from Raser
management.
As I mentioned in our first
volume of “Up to Speed”,
this program will provide
you with a regular update on
exciting, new company events
in between shareholder
meetings.
Today we’ll be addressing
two recent company events:
1. Raser’s listing on the
Pacific Exchange
and
2. Raser’s signing of the
Cooperative Research and
Development Agreement, or "CRADA",
with the U.S. Army's
National Automotive Center.
Today you’ll get a chance to
meet our Chief Financial
Officer, Bill Dwyer, and our
Chief Technology Officer,
Tim Fehr.
One of the most important
events for us recently is
the listing on a national
exchange. Many of you may be
following some exciting news
recently regarding the
Pacific Exchange. We’ve
decided to list with this
exchange for some very
important reasons which I’d
like to share with you now.
Let me introduce you to our
CFO, Mr. Bill Dwyer, who
will provide some background
on the exchange and our
recent listing.
………….
Bill Dwyer
Hi, I'm Bill Dwyer, CFO of
Raser Technologies.
I’d like to address now our
recent listing on ArcaEx®
and what that means to us as
a company and to you as
shareholders.
Our primary motivation for
moving to the Pacific
Exchange is to expand our
investor base. Archipelago,
sometimes referred to as
ArcaEx®, is the electronic
trading platform that is
used by the Pacific Exchange
to facilitate a fair
marketplace with strict
adherence to price and time
priorities for all trades.
In order to obtain this
listing on the Pacific
Exchange, we had to meet
several stringent criteria
including capitalization
requirements, complete
financial and disclosure
reporting as well as
corporate governance
practices.
Several investors have asked
about the implications of
this listing on short
selling of Raser common
stock. In accordance with
SEC rules, transactions on
ArcaEx® will be subject to
the “tick” test rule for
short sales which generally
prohibits short sales on
down ticks. This “tick” test
did not apply to our
previous listing as an Over
the Counter Bulletin Board
quoted issue. It is the
responsibility of each
brokerage firm to confirm
compliance with this rule.
We are working with several
financial internet
information sites to connect
our historical news items
and trading data as RSTG
with our new listing as RZ
on the Pacific Exchange.
Hopefully you will see this
historical information
connected to the RZ trading
symbol as sites such as
MSN®, Yahoo!® and CBS Market
Watch in the near future.
Finally, several investors
have asked about the ability
to place “good until
cancelled” order on ArcaEx®.
This order type is not
available at the time of our
listing on the Pacific
Exchange, but we expect it
to be implemented by ArcaEx®
in the near future.
………….
Brent Cook
Many of you have already
asked some good questions
about our exchange listing.
Let me share some answers to
a few of the most frequently
asked questions.
First, I’d like to address
now our recent listing on
ArcaEx® and what that means
to us as a company and to
you as shareholders. Perhaps
the best way to do this is
to outline for you the most
frequently asked questions.
What is the ArcaEx®, and Why
Did Raser choose to list
with this exchange?
The ArcaEx® is an electronic
trading platform untilized
by the Pacific Exchange. It
is a two tier trading
exchange: Tier I firms
qualify as “national listed
exchange” stocks. Raser is a
Tier I listing.
Raser
accepted this invitation
because of the increased
availability to
institutional investors and
investors in general and the
decreased cost of keeping
public filings current.
What are the implications
of the NYSE merger with
ArcaEx®?
The merger is not complete
and things can change prior
to SEC shareholder approval.
However, assuming the merger
is approved and there are no
surprises along the way, we
anticipate there will be no
implications on Raser. Raser
will continue to be an
ArcaEx® listed stock, but
under the NYSE Group
umbrella. Raser will trade
on the ArcaEx® platform and
be subject to ArcaEx®
surveillance and continuing
listing requirements. Raser
will continue to review
opportunities to expand its
investor base and will
explore further listings as
they make sense.
Does
ArcaEx® qualify as a major
exchange for funds and
institutions that are
restricted to purchasing
only stocks listed on major
exchanges?
The Pacific Exchange/ArcaEx®
is a national securities
exchange and therefore meets
the qualifications of many
mutual funds and other
investment pools. Raser
cannot represent that the
move to ArcaEx® will be the
means of attracting such
institutional investments,
but it clears a significant
hurdle for most of these
funds.
Does a national market
listing on ArcaEx® prevent
Raser from listing on other
national exchanges?
No. Raser can be
simultaneously listed on
ArcaEx® and other national
exchanges. Raser will seek
to do so when and if it
makes sense for Raser
investors.
What is the cost of the
listing?
The listing fee has been
waived for Raser because the
company is not a new
listing, but is an existing
reporting company.
What are the implications
for analyst coverage?
Listing on a national
securities exchange provides
Raser with additional
exposure to mutual funds and
other investment pools. Most
analysts will not cover OTC
stocks and listing on a
national exchange clears a
significant hurdle for such
analysts.
As such, Raser’s exposure to
analysts will likely
increase. Although analysts
make their own
determinations regarding the
companies they cover, Raser
will likely have a much
easier time gaining analyst
coverage because of the
listing.
How does this listing
affect broker solicitation
limitations?
Brokers will be free of the
investor suitability forms,
etc. once the stock is
listed on Pacific Exchange
(a "national securities
exchange") for trading on
the ArcaEx® system. It's the
responsibility of each
brokerage firm to confirm
this with its compliance
and/or legal department.
Additional info that may be
of interest:
Raser currently has 2
registration statements that
it is required to keep
effective every quarter.
This requirement would
continue several years, for
so long as Raser is an OTC
listed stock. This is a
costly process. Raser will
no longer be required to
file related updates because
of the listing on a national
exchange. Instead, our
quarterly and other SEC
filings become incorporated
by reference into the
registrations.
Also, future financings will
be significantly cheaper,
simpler, and quicker in
terms of filing what is
referred to as a form S-3
instead of a form SB-2.
Does a national market
listing on ArcaEx® prevent
Raser from listing on other
national exchanges?
No. Raser can be
simultaneously listed on
ArcaEx® and other national
exchanges. Raser will seek
to do so when and if it
makes sense for Raser
investors.
Now I’d like to introduce
you to our Chief Technology
Officer, Mr. Tim Fehr. Tim
Fehr played an important
role at Boeing before
joining Raser Technologies.
While at Boeing, Tim led
thousands of engineers and
worked on several important
projects including the 777
aircraft and their Phatom
Works group. Tim will now
get you Up to Speed about
the Cooperative Research and
Development Agreement
between Raser and the U.S.
Army.
………….
Tim Fehr
Hello, I’m Tim Fehr, Chief
Technology Officer for Raser
Technologies. Recently,
Raser entered into a
Cooperative Research and
Development Agreement with
the U.S. Army. This was
announced in a press release
that gives you the basic
details of this important
event. I’d like to give you
some additional information
that will help you
understand what this means
and why it is important to
Raser.
As you may be aware Raser
has been working with the
Army’s Tank and Automotive
Research and Development
Center called TARDEC through
a Small Business Innovative
Research award. The work
involved conceptual design
and performance projection
for an Integrated Starter
Alternator, or ISA, for
military hybrid vehicles. We
were encouraged to design
for the HMMWV for the small
size vehicle. We were also
encouraged to design for a
medium sized truck in the
Family of Military Tactical
Vehicles as a larger sized
vehicle. The results of the
study were attractive to the
Army Sponsors.
By entering in to a
Cooperative Research and
Development Agreement, or
CRADA, the Army has greatly
expanded the opportunity for
Raser to adapt its
technology in a broader way.
This CRADA is with the
Army’s National Automotive
Center or NAC. The NAC is
responsible for the Army’s
research and development of
future combat vehicles.
This Cooperative Research
and development agreement
does several things.
-
It establishes a long
term working relationship
with the U.S. Army
-
It provides for the
protection of Raser’s
intellectual property.
-
It allows Raser to
participate in confidential
advanced planning and design
programs.
-
It greatly expands the
opportunity for Raser to
apply its technology across
a broader range of military
vehicles
-
It increases Raser’s
level of security and
confidentially with the Army
so Raser can participate in
higher-level technology and
vehicle design discussions.
-
It puts Raser in a more
proactive position to
recommend the application of
its technology for new and
emerging vehicle designs.
Most importantly, this has a
direct impact in potential
revenue to Raser through
commercial production
opportunities.
For those of you unfamiliar
with military terms, a
Cooperative Research and
Development Agreement or
CRADA, is an agreement
between commercial companies
in industry such as Raser
Technologies, and a
government agency to allow
them to work together on
high level projects. They
were created initially as
part of the Technology
innovation Act of 1980 and
they allow the Federal
government and non-Federal
partners to…
-
optimize their resources,
-
share technical expertise
in a protected environment,
-
and share intellectual
property emerging from the
effort,
-
and speed the
commercialization of that
technology
-
and it allows all parties
to keep research results
emerging form the CRADA
confidential
-
allows government and
their partner to share
patents and patent licenses
in jointly developed areas
-
while allowing one
partner to retain exclusive
rights to a patent or patent
license.
This is a significant
milestone that allows Raser
to expand and accelerate the
commercialization of its
technology for military and
non-military use. It also
allows us to participate in
the design and development
of future military vehicles
that would benefit from
Raser’s recent and on-going
developments in advanced
electromagnetics technology.
………….
Brent Cook
I’m sure you’ll agree with
me that these recent events
are important to Raser and
its commitment to seeing our
technology in the market
place.
Thank you for joining us
again for another volume of
Up to Speed. Until next
time, this is Brent Cook
with Raser Technologies.
Cautionary
Note Regarding
Forward-Looking Statements
This press release contains
certain forward-looking
statements within the
meaning of Section 27A of
the Securities Act of 1933
and Section 21E of the
Securities Exchange Act of
1934, including, but not
limited to, statements
regarding the following: the
Company's beliefs about the
performance capabilities of
its technology; the
Company's ability to quickly
license the technology; the
Company’s ability to enter
into, and benefits of, joint
venture, mergers,
acquisitions or other
strategic transactions; the
ultimate result of
development agreements and
executed contracts; and the
Company's beliefs regarding
its research and development
efforts. These
forward-looking statements
involve certain risks and
uncertainties that could
cause actual results to
differ, including, without
limitation, our inability to
compete in the
transportation, industrial
and power generation
industries with its
technologies; our inability
to achieve commercial
acceptance of our
technology, our inability to
meet government technical
and contractual
requirements, the strength
of our patent and pending
patents and other
intellectual property and
those of our competitors,
our inability to protect our
intellectual property, our
inability to attract, train
and retain key personnel,
and such other risks as
identified in our quarterly
report on Form 10 -QSB for
the quarter ended June 30,
2005, as filed with the
Securities and Exchange
Commission, and all
subsequent filings, which
contain and identify
important factors that could
cause the actual results to
differ materially from those
contained in our projections
or forward-looking
statements. All
forward-looking statements
in this press release are
based on information
available to us as of the
date hereof, and we
undertake no obligation to
update forward-looking
statements to reflect events
or circumstances occurring
after the date of this press
release.