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Microcap & Penny Stocks : NAMC Mediation and Arbitration over the net

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To: Mr.Manners who wrote (52)7/31/1999 11:39:00 AM
From: Glenn Petersen   of 104
 
There are actually 1,610,000 warrants outstanding from the IPO. The underwriter exercised its overallotment option for an additional 210,000 units. From the prospectus, the terms of the warrants:

sec.gov

REDEEMABLE WARRANTS

Each Redeemable Warrant entitles the registered holder thereof to purchase one share of Common Stock at a price of $6.00 per share, subject to adjustment, commencing immediately. The Redeemable Warrants expire on November 13, 2001. The Redeemable Warrants will be subject to redemption, subject to the prior written consent of the Underwriter, at a price of $.05 per Redeemable Warrant commencing November 13, 1997 on 30 days' written notice provided the average closing bid price of the Common Stock as reported by Nasdaq (or the last sale price if listed on a national securities exchange), equals or exceeds 150% of the warrant exercise price per share for any 20 trading days within a period of 30 consecutive trading days ending on the fifth trading day prior to the date of the notice of redemption. The holder of a Redeemable Warrant will lose his right to purchase if such right is not exercised prior to redemption by the Company on the date for redemption specified in the Company's notice of redemption or any later date specified in a subsequent notice. Notice of redemption by the Company shall be given by first class mail to the holders of the Redeemable Warrants at their addresses set forth in the Company's records.

The exercise price of the Redeemable Warrants and the number and kind of shares of Common Stock or other securities and property to be obtained upon exercise of the Redeemable Warrants are subject to adjustment in certain circumstances including a stock split of, or stock dividend on, or a subdivision, combination or recapitalization of, the Common Stock. Additionally, an adjustment would be made upon the sale of all or substantially all of the assets of the Company so as to enable Redeemable Warrant holders to purchase the kind and number of shares of stock or other securities or property (including cash) receivable in such event by a holder of the number of shares of Common Stock that might otherwise have been purchased upon exercise of such Redeemable Warrant. No adjustment for previously paid cash dividends, if any, will be made upon exercise of the Redeemable Warrants.

The Redeemable Warrants do not confer upon the holder any voting or any other rights of a stockholder of the Company. Upon notice to the Redeemable Warrant holders, the Company has the right to reduce the exercise price or extend the expiration date of the Redeemable Warrants.

The Redeemable Warrants may be exercised upon surrender of the Redeemable Warrant certificate on or prior to the respective expiration date (or earlier redemption date) of such Redeemable Warrants at the office of Continental Stock Transfer & Trust Company (the "Redeemable Warrant Agent"), with the form of "Election to Purchase" on the reverse side of the Redeemable Warrant certificate completed and executed as indicated, accompanied by payment of the full exercise price (by certified check payable to the order of the Redeemable Warrant Agent) for the number of Redeemable Warrants being
exercised.
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