Frank, I got it from Edgar-online. Looks like you need to be a member to get it now. Should be on SEC or Zitel site soon. Its 78 pages, so a little long to post. Here's the first paragraph:
"On May 22, 1997, Zitel Corporation (the "Company") completed the private placement of $25,000,000 in principal amount of 5% convertible subordinated debentures due November 22, 1999 (the "Debentures") to a small number of institutional investors in an offering exempt from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"). The Debentures are convertible into shares of the Company's common stock ("Common Stock") at any time after 90 days from the date of purchase of the Debentures until maturity, unless previously redeemed or repurchased by the Company. The Debentures are convertible into the number of shares of Common Stock equal to the amount of principal and accrued interest being converted divided by the lesser of (i) 90% of the market price, or (ii) $26.975. For purposes of the conversion formula, the market price is equal to the average of the reported closing bid prices for the Common Stock on the five trading days preceding each date of conversion. The holders of the Debentures have registration rights with respect to the Common Stock as set forth in a Registration Rights Agreement pursuant to which the Company has agreed to register for resale under the Securities Act the Common Stock issuable upon conversion of the Debentures, on or before August 20, 1997."
Good Luck, Bill |
