Ok, all, here's the way I read it:
When they got Amber to bail them out of the cash squeeze, last month, Amber got (extorted) them into giving Amber the right to call for emergency board meeting. This is stated like they, JTS, are doing us, the poor dumb schmuck shareholders, a big favor:
At present, the Amended and Restated
Certificate does not permit stockholders to call a special meeting. The Board of
Directors wishes to amend the Amended and Restated Certificate to provide such
right in order to enhance the stockholders' ability to submit matters to the
vote of the stockholders pursuant to the obligations of the Company in the
Securities Purchase Agreement. Such matters might include, without limitation,
the election of new members to the Board of Directors and the amendment of the
Amended and Restated Certificate.
The stockholders of the Company should be aware that approval of this
proposal could facilitate future efforts to effect a change in control of the
Company.
BUT if you notice.. Amber now will own 28% of the shares.... DO YOU?
Can you say Irish take-over........... an off-shore, Irish takeover, or takeunder?
RE The 100% dilution of shares: 250 -> 500Million.
They don't currently have enough shares authorized to cover the Series D perferred, if every holder decides to convert them to common shares. AND..... if there aren't enough shares to cover the conversion, it looks like the Series D holders can convert to common without having to cough up the price difference between the.. what was it they paid .16/share and then would ante up .65/share when converted... if memory serves me right.
Each share of Series D Preferred Stock is convertible by the holder thereof into
5,000 shares of Common Stock by the payment of additional consideration equal to
$.65625 per share of Common Stock issuable upon such conversion, subject to
adjustment for stock splits and similar events. In the event that after July 9,
1998, there are insufficient shares of Common Stock available for issuance upon
conversion of the Series D Preferred Stock, the holders of Series D Preferred
Stock may convert the Series D Preferred Stock without payment of the additional
consideration.
CAN you say FREE SHARES to the management team and the Leprechauns!
THATS WHY THE BASTARDS FILED A PAPER SEC FILING IN AUGUST, SO WE COULDN"T FIND OUT THE DETAILS OF THE DEAL EASILY.
But that's just one man's opinion. |
