SEC Info - Valence Technology Inc - ‘FWP’ on 3/10/08 re: Valence Technology Inc

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Valence Technology Inc – ‘FWP’ on 3/10/08 re: Valence Technology Inc

On: Monday, 3/10/08, at 8:45pm ET · As of: 3/11/08 · Accession #: 1104659-8-16588 · File #: 333-148632

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 3/11/08  Valence Technology Inc            FWP                    1:2.5M Valence Technology Inc            Merrill Corp-MD/FA

Free-Writing Prospectus — Rule 163/433
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: FWP         Filing Under Securities Act Rules 163/433 of Free   HTML     94K 
                          Writing Prospectuses

This is an HTML Document rendered as filed. [ Alternative Formats ]

Issuer Free Writing Prospectus dated March 10, 2008
Filed Pursuant to Rule 433
Supplementing the Preliminary Prospectus dated January 11, 2008
And Prospectus Supplement No. 1 dated February 22, 2008
Registration Statement No. 333-148632

Valence Technology, Inc. (“we” or the “issuer”) has filed a registration statement (including a prospectus and prospectus supplement(s)) with the SEC (File No. 333-148632) for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement, any prospectus supplement(s) and other documents the issuer has filed with the SEC for more complete information about the issuer and the offering. You may get these documents for free by visiting EDGAR on the SEC web site at www.sec.gov. Also see “Where You Can Find More Information” and “Incorporation Of Certain Information By Reference” in the prospectus to which this communication relates. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Wm Smith & Co. toll-free at 800-757-1175.

The information contained herein supplements, in part, the information contained in the prospectus and prospectus supplement(s) for the offering to which this communication relates. This Issuer Free Writing Prospectus should be read in conjunction with the prospectus and prospectus supplement(s) for the offering to which this communication relates, and is qualified by reference to such prospectus and prospectus supplement(s), except to the extent that the information in this Issuer Free Writing Prospectus expressly supersedes the information contained in the prospectus or prospectus supplement(s) filed prior to the date hereof. This Issuer Free Writing Prospectus shall be deemed to be supplemented, or superseded, by information contained in any subsequent prospectus supplement(s) for the offering to which this communication relates and/or in any information incorporated into the Registration Statement as a result of any subsequent filing by the issuer of its periodic or current reports pursuant to the Securities Exchange Act of 1934.

Beginning on March 11, 2008, we intend to make presentations to potential institutional and other investors, during which we will provide an overview of our business. A copy of the presentation materials to be shown to potential institutional and other investors is attached hereto below and also is being furnished in a report on Form 8-K, under Item 7.01, Regulation FD Disclosure, filed with the Securities and Exchange Commission concurrently herewith.

The presentation filed herewith contains certain projections of our anticipated results of operations, or assumptions or estimates as to future events or outcomes. It is intended to speak only as of the date of this Issuer Free Writing Prospectus and should not be construed as representing projections of our anticipated results of operations, or assumptions or estimates as to future events or outcomes, as of any subsequent date. By furnishing the projections and other information in the attached presentation, we are not undertaking, and we expressly disclaim any obligation to furnish updated or revised projections of our projected results of operations, or assumptions or estimates as to future events or outcomes, to reflect any events or circumstances occurring or existing at any time after the date of this Issuer Free Writing Prospectus (irrespective in any such case of whether the projections, assumptions or estimates set forth in this Issuer Free Writing Prospectus, in light of events or circumstances occurring or existing at any time after the date hereof, shall have ceased to have a reasonable basis). Consequently, the projections of our anticipated results of operations, assumptions and estimates set forth in the attached presentation should not be regarded as a representation by us that the projected results of operations can or will be achieved, only that we have concluded in good faith that they may be achieved based on many assumptions. Our regular annual and quarterly financial statements, and the accompanying discussions and analyses of our financial condition and results of operations, contained in our Annual Reports on Form 10-K and our Quarterly Reports on Form 10-Q filed with the Securities and Exchange Commission after the date of this Issuer Free Writing Prospectus will contain disclosure regarding our actual results of operations for fiscal periods covered by the projections in the attached presentation. Our actual results could, and likely will, vary significantly from the potential results projected in the attached presentation, as a result of, among other things, changes in operations, factors affecting our business and industry, and the degree and timing to which management is able to execute its currently proposed business plan.

Please refer to page 2 of presentation materials attached hereto for a cautionary note regarding certain forward-looking statements included therein and the risks and uncertainties related thereto. Also see “Special Note Regarding Forward-Looking Statements” in the prospectus to which this offering relates.

Investing in our securities involves a high degree of risk. Risks associated with an investment in our securities are described in the accompanying prospectus and in certain of our filings with the Securities and Exchange Commission, as described under “Risk Factors” on page 3 of the prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities we may offer or determined whether this Issuer Free Writing Prospectus or any prospectus or prospectus or supplement(s) for the offering to which this communication relates is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this Issuer Free Writing Prospectus is March 10, 2008