Here comes another registration statement... surprised
nobody noticed this on the 18'th:
Title of Each Amount Proposed Proposed Amount of
Class of To Be Maximum Maximum Registration
Securities to Registered(1) Offering Price Aggregate Fee
be Registered Per Unit (2) Offering
Price (2)
Common Stock,
$.01 par value 12,117,400 $0.67 $8,118,658 $2,461
(1) Includes up to a maximum of 12,000,000 estimated shares of
Common Stock, issuable upon conversion of or otherwise with respect to
the Registrant's Series M Convertible Preferred Stock.
(2) Estimated solely for the purpose of calculating the
registration fee. Pursuant to Rule 457(c), the offering price and
registration fee are calculated upon the basis of the of the Common Stock
as reported by the NASDAQ SmallCap Market on August 14, 1997.
.
.
.
The number of Shares included in this Prospectus as "Common Stock
Convertible from Preferred Stock," is based on a conversion price which
represents an average closing bid price of the Common Stock over five
consecutive trading days immediately prior to conversion. The Preferred
Stock is not convertible until after this Prospectus is declared
effective, and the actual conversion price and number of actual Shares
issuable upon conversion cannot be precisely determined until such time
as the Preferred Stock is actually converted. However, pursuant to the
Registration Rights Agreement between the Company and the preferred
security holders, the Company agreed to include in this Prospectus twice
the number of Shares that would have been issuable as if the Preferred
Stock had been converted on July 11, 1997, the closing date of the
transaction.
.
.
.
Common Stock Outstanding After
the Offering (1) 52,151,221 (estimated)
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Here are some more details, including the names of the selling shareholders:
Number of Number of
Shares Shares
Relationship Number of Underlying Convertible from
Selling Stockholder to the Company Shares Warrants Preferred Stock
SECURITIES ACQUIRED PURSUANT TO A SECURITIES SUBSCRIPTION AGREEMENT:
Thomson Kernaghan Private
& Co. Ltd. Investor N/A N/A 11,325,000
First Empire
Corporation Private
Investor N/A N/A 675,000
SUBTOTAL N/A N/A 12,000,000
WARRANTS ACQUIRED PURSUANT TO THE NEWPORT AGREEMENT:
Newport Capital
Partners (1) Finder N/A 15,000 N/A
SUBTOTAL N/A 15,000 N/A
WARRANTS ACQUIRED PURSUANT TO THE J.P. CAREY AGREEMENT:
J.P. Carey, Inc. (2) Finder N/A 100,000 N/A
SUBTOTAL N/A 100,000 N/A
COMMON STOCK AND WARRANTS ACQUIRED PURSUANT TO PAST PRIVATE PLACEMENTS:
Ernest Barnes Private
& Marsha Barnes Investor 1,600 N/A N/A
Sonja White Private Investor 400 N/A N/A
Joni Barnes Conley Private Investor 200 N/A N/A
Pamela Barnes Lamb Private Investor 200 N/A N/A
SUBTOTAL 2,400 N/A N/A
TOTAL 2,400 115,000 12,000,000
GRAND TOTAL 12,117,400
(1) These warrants were issued by the Company to Newport Capital
Partners pursuant to the Newport Agreement.
(2) These warrants were issued by the Company to J.P. Carey, Inc.
pursuant to the J.P. Carey Agreement.
PLAN OF DISTRIBUTION
Securities Being Registered
The following securities are covered by this Prospectus:
1. The resale of 2,400 Shares owned by certain security holders
who acquired Common Stock of the Company pursuant to past private
placements.
2. The resale by Newport of up to 15,000 Shares that may be
acquired upon the exercise of warrants issued pursuant to the Newport
Agreement.
3. The resale by J.P. Carey of up to 100,000 Shares that may be
acquired upon the exercise of warrants issued pursuant to the J.P. Carey
Agreement.
4. The resale by the respective holders thereof of a maximum of
12,000,000 estimated Shares that may be acquired upon the conversion of
Preferred Stock issued pursuant to a Securities Subscription Agreement. |
