SOURCE: Divine Capital Markets LLC

April 16, 2009 09:45 ET

Clarifications Made Regarding Defaults by Micro Imaging Technology, Inc. (OTCBB: MMTC) by Divine Capital Markets LLC

NEW YORK, NY--(Marketwire - April 16, 2009) - Divine Capital Markets LLC, or Divine Capital, an institutional trading, research and banking firm, announced today certain clarifications regarding defaults asserted by the holders of Secured Convertible Debentures due 2011, or the debentures issued by Micro Imaging Technology, Inc. (OTCBB: MMTC), or MMTC, in a 2008 private placement financing for which Divine Capital acted as placement agent. Under the terms of the financing, Divine Capital also serves as the agent of the debenture holders for certain administrative purposes.

On behalf of the debenture holders, Divine Capital issued this press release in an effort to clarify certain statements made by MMTC in its 8-K filed April 10, 2009 which, absent clarification, may be misleading and/or incomplete.

MMTC asserts in its Form 8-K that it "has elected not to accept further conversions of notes." In fact, under the terms of the debentures, MMTC does not have discretion as to whether to "accept" conversions. To the contrary, conversions are mandatory if so elected in the sole discretion of the debenture holders. As MMTC and the investors agreed, and as set forth in the debentures, the conversion price of the debentures is 75% of the lowest closing bid price per share of common stock for the 20 trading days immediately preceding the date of conversion. To the knowledge of Divine Capital, MMTC's refusal to convert the debentures as required is baseless. It appears that MMTC, acting at the direction of its board of directors, has simply determined to willfully breach the debentures instead of honoring its unambiguous contractual commitment to convert debentures if and when conversion notices are given by the holders.

At this time, the holders of all outstanding debentures have declared the debentures in default, resulting in an increased rate of interest on the outstanding debentures of 18%, and have declared an acceleration of all outstanding debentures, to be repaid at the rate of 130% of principal ($390,000, excluding that portion of the debentures that had been converted, or $507,000) and accrued interest.

The debenture holders are pursuing their remedies to redress MMTC's breach and the default and acceleration of the debentures, including executing their first priority security interest in the collateral posted by MMTC to secure its indebtedness and other secured obligations owed to the holders under the debentures.

This collateral consists of "any and all patents, patent applications, provisional patent applications, patent disclosures, and all related continuation, continuation in part, divisional, reissue, re-examination, utility model, certificate of invention and design patents, patent application, registrations and applications for registrations, whether in the United States or elsewhere, and all licenses thereof," including, without limitation, the following:

(1) USA: Two patents have been granted, as follows:

        (A) Patent Number 6,421,121, dated 07.16.02.
        (B) Patent Number 6,639,672, dated 10.28.03.

(2) Mexico: Patent, Number 235501, dated 04.04.06.

(3) China:  Patent Number ZL02126213.6, dated October 5, 2005.

(4) Canada: Patent Application Number 2393402, filed July 12, 2002.

(5) Japan:  Patent Application Number 2002-197349, filed July 5, 2002:
            appeal filed 07.17.07 against "Decision of Rejection."

Should the debenture holders execute their security interest in the collateral, it is anticipated that a press release will be issued detailing the time, place and manner of sale for any public sale of the patents and related rights.

ABOUT DIVINE CAPITAL: Divine Capital Markets LLC is a boutique institutional brokerage firm with expertise and innovation in trading, research and investment banking.

The firm is recognized for providing institutional portfolio managers, corporations, pension plan sponsors, hedge funs and a short list of accredited investors with high quality trading strategies, research, consulting services and wealth management. Divine Capital Markets LLC is a certified WBENC firm.

Contact Information


    Jason Goldstein
    Senior Vice President, Corporate Finance
    Divine Capital Markets LLC
    Email Contact