Thermacell Technologies, Inc.
Ticker:VCLL 5419 Provost Drive
Exchange:NASDAQ-Small Cap Market New Port Richey, FL 34690
Industry:Manufacturing (SIC Code 2851) (813) 938-3269

Offering Information
Type of Shares:Common Shares Filing Date:2/19/97
U.S. Shares:1,375,000 Offer Date:3/12/97
Non-U.S. Shares:0 Filing Price:$6.00
Primary Shares:1,375,000 Offer Price:$4.00
Secondary Shares:0 Gross Spread:$0.40
Offering Amount: $8,250,000 Selling:$0.20
Expenses:$550,000 Reallowance:$0.10
Shares Out After:3,072,210

Primary Underwriting Group
ManagerTierPhone
Monroe Parker & CompanyLead Manager (914) 696-4200

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: Johnson, Blakely, Pope, Bokor, Ruppel and Burns
Bank's Law Firm: Singe Zamansky LLP
Auditor: Cherry, Bekaert & Holland

Selected Financial Data

Dollar amounts in U.S. millions except for per share data
Full Year
Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
11/30/96 11/30/96
Revenue:$0.62Assets:$1.54
Net Income:-$1.03Curr Assets:
EPS:-$1.34Liabilities:$2.90
Prior EPS:-$0.53Curr Liabilities:
Cash Flow/Oper:-$0.46Equity:-$1.36
Cash Flow/Fin:Cash:
Cash Flow/Inv:

Business Description
The company was formed for the purpose of developing, manufacturing and marketing insulating materials and coatings using partially evacuated glass microspheres. The process of evacuation removes air from the sphere, thereby creating a vacuum. A shell is a very small glass sphere made by crushing glass particles. The insertion of shells into various materials and products can substantially improve the thermal resistive characteristics of such materials and products resulting in improved insulation values. The more a shell is evacuated, the higher the thermal resistive characteristics of the product or material to which the shells are added. Management of the company believes that there is a broad range of applications for introduction into products of evacuated or partially evacuated shells, the effect of which is improved energy efficiency of such products because of the inherent insulating characteristics provided by the glass spheres.

Competition
The company's ThermaCool TM products compete in the special purpose coatings market which is in extremely competitive market principally composed of large multinational companies which have significantly greater assets, working capital and marketing personnel than the company. Special purpose coatings are similar to architectural coatings such as normal house paints but differ in that they are formulated for special applications or environmental conditions, such as extreme temperatures, chemicals or corrosive conditions.

Business Plan
The company's business strategy to become profitable by commercially exploiting its hell technologies is dependent upon the successful implementation of the following: 1) expand the marketing and distribution of Thermacool-TM paints and coatings; 2) develop and manufacture the company's own shells; 3) expand the shell technology to other products.

Use of Proceeds
Proceeds from the proposed offering will be used for advertising and marketing, acquisition of property, plant and equipment, repayment of loans, new product applications and development, automating and updating the Darling Paint equipment and facilities and working capital.

Warrant Information
# of Units:1,375,000
Unit Ticker:VCLLU Unit Price:$4.00
Warrant Ticker:VCLLW Warrant Price:
Warrant Exercise Date: Warrant Exercise Price:
Warrant Expiration Date:
Warrant Detachable: Yes Warrant Detach Date:
Warrant Callable: No
Unit Composition: 1 Common Share + 1 Series A Warrant
Warrant Entitlement: 1 Common Share


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