Cliff, Why the change of heart from the following?:
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To: steve susko (9 )
From: cliff emohs
Feb 14 1997 8:10AM EST
Reply #10 of 756
Want a no brainer double, triple or maybe even a smashing home run, check out HDST.
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Here is one reason I've come up with and probably why you got burned after your purchase at $0.36:
ITEM 9. SALES OF EQUITY SECURITIES PURSUANT TO REGULATION S.
On January 31, 1997, the Registrant completed the offer and sale of 5% convertible debentures in the aggregate principal amount of $500,000 in reliance upon Regulation S under the Securities Act of 1933. This offer and sale consisted of two separate transactions consisting of $250,000 principal amount with net proceeds to the Registrant of $216,541.70 on January 20, 1997; $250,000 principal amount with net proceeds to the Registrant of $216,086.70 on
January 31, 1997. The Placement Agent for both of the above transactions was Shane Henty Sutton and the Buyers were 397370 B C, Ltd. and Karela Gisele Pty., Ltd, respectively. Net proceeds of the offering to the Registrant were $432,628.40 after payments to the Placement Agent of commissions, escrow fees, disbursements and other expenses (aggregate $67,371.60).
The debentures sold to 397370 B C Ltd. are convertible into
shares of the Registrant's common stock upon the expiration of 45 days from the date of sale and at a price per share equal to a 40% discount of the average of the daily low price traded for the common stock for the five trading days prior to the date of conversion. The debentures sold to Karela Gisele Pty., Ltd, are convertible into shares of the Registrant's common stock upon the expiration of 45 days from the date of sale and at a price per share equal to a 40% discount of the average of the daily low bid for the common stock for the five trading
days prior to the date of conversion. In the event that the debentures are not converted into shares of the Registrant's common stock, the debentures will be due on January 19, 1999 and January 30, 1999 for the debentures sold on January 20, 1997 and January 31, 1997, respectively.
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Whoever bought these could convert the bonds to stock at a 40% discount 45 days later (about 3-1 to 3-15-97), sell the stock and make big $$$. A Regulation S offer is always a MAJOR danger signal in my book. Perhaps that's why the auditors are having a bit of trouble getting the financial results done.
The above info was from the latest 8-k (February). |
