<<The 3,000,000 shares convertable at <6. was as a result of obtaining financing from a specific party. Is it known if that party has partially or wholey converted?>>
AFAIK, there is no way to find out. I'll give you the details from the S-3 DRMD filed 6/2/2000. I will say that if I were holding some of these options I'd almost certainly be setting up a partial hedge by taking a short position in DRMD. If you care to read the S-3 it specifically states the holders have the right to do that. It may be a recognizable way for young companies to raise capital but it's a little worrisome to raise money from people who can (and will) short your stock. Not to mention the dilution caused by executing their options. DRMD seems to be doing very well, perhaps well enough that all this will just be a ripple. I'm long DRMD and these kind of things do worry me.
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BayStar Capital, 2,380,000 2,380,000 0 L.P.(1)(2) -----------------------------------------------------------------------------------------------------------------
BayStar International 1,020,000 1,020,000 0 Ltd.(1)(2)
Banc of America Commercial Finance 115,092 115,092 0 Corporation(3) ================================================================================================================= (1) The number of shares shown in the column captioned "Shares of Common Stock Underlying Convertible Stock/Warrants" for each holder represents the holder's pro rata portion of (a) up to 1,976,286 shares of common stock which may be acquired upon conversion of 100,000 shares of Duramed's 5% Cumulative Convertible Preferred Stock, Series G (the "Series G Shares") based upon a conversion price of $5.06; (b) up to 500,000 shares of common stock which may be acquired upon exercise of warrants issued to the holders of Series G Shares (the "Warrants") based upon an exercise price of $5.50; and (c) up to 923,714 shares of common stock which may be issued to holders of the Series G Shares in payment of dividends on the Series G Shares. The Series G Shares are convertible into shares of common stock, at the option of the holder, at a conversion price of $5.06 per share until May 12, 2004 (subject to extension under certain circumstances). In no event shall a selling shareholder be entitled to convert Series G Shares or exercise the Warrants in excess of that number of Series G Shares or Warrants which upon giving effect to such conversion or exercise would cause the aggregate number of shares of common stock beneficially owned by the selling shareholder and its affiliates to exceed 4.9% of the outstanding shares of common stock following such conversion or exercise. -6- The Warrants allow their holders to purchase shares of common stock on or before May 12, 2005 at an initial purchase price of $5.50 per share, subject to adjustment. The Series G Shares accrue a dividend at the rate of 5% per annum on the stated value of $100.00 per Series G Share. Dividend payments may be made in cash or, at the option of Duramed's Board of Directors, by issuing shares of common stock. If the Board elects to issue shares in lieu of a cash dividend, the number of shares issued will equal the aggregate cash dividend divided by 90% of the average closing bid prices of the common stock for the ten trading days immediately preceding the payment date. Under an agreement between Duramed and the holders of the Series G Shares, Duramed has agreed to register 923,714 shares for issuance in lieu of cash dividends. Depending on whether the Board of Directors elects to issue shares of common stock in lieu of cash dividends, and the actual average closing bid prices used for calculating the number of shares issued, the number of shares of common stock acquired and offered by a holder could be less or more than the number indicated. (2) Represents for BayStar Capital, L.P. (a) up to 1,383,400 shares of common stock which may be acquired upon conversion of the Series G Shares; (b) up to 350,000 shares of common stock which may be acquired upon exercise of the Warrants; and (c) up to 646,600 shares of common stock which may be issued in payment of dividends on the Series G Shares. Represents for BayStar International Ltd. (a) up to 592,886 shares of common stock which may be acquired upon conversion of the Series G Shares; (b) up to 150,000 shares of common stock which may be acquired upon exercise of the Warrants; and (c) up to 277,114 shares of common stock which may be issued in payment of dividends on the Series G Shares. (3) The number of shares shown in the column captioned "Shares of Common Stock Underlying Convertible Stock/Warrants" for Banc of America Commercial Finance Corporation ("BACFC") represents up to 115,092 shares of common stock which may be acquired upon exercise of warrants held by BACFC. BACFC is Duramed's principal lender. These warrants were granted in conjunction with an amendment to a financing agreement with BACFC and allow BACFC to purchase 57,986 shares of common stock at a purchase price of $12.131 per share and 57,106 shares of common stock at a purchase price of $8.668 per share on or before July 31, 2009. |
