SOLR - Added info concerning SOLR/SOLRW mentioned in my previous post.
Explains the warrant situation - taken from Annual Report:
Note C. Stockholders' equity
During December, 1994 the Company adopted a stock option plan to be
administered by the Board of Directors. The plan provides for the granting of
options for specified individuals to purchase common stock at an exercise
price to be determined by the Board of Directors. No option may be granted
after January, 2005 and no option may be granted for a period of greater than
10 years. The total number of shares with respect to which options may be
granted under the plan is 1,500,000. A total of 1,410,000 options have been
granted under the plan at March 31, 1997 at prices ranging from $2.94 to
$4.72.
During August, 1995 the Company completed a public offering of units.
Pursuant to the offering the Company issued 1,174,000 units consisting of
1,104,000 shares of its $.001 par value common stock and 1,174,000 redeemable
common stock purchase warrants for cash aggregating $3,865,131 net of
offering expenses of $1,654,869. Included in the offering were 70,000 common
shares sold by a shareholder. Each warrant entitles the holder to purchase
one share of the Company's $.001 par value common stock at a price of $6.50
per share for a period of four years from September 29, 1996. These warrants
may be redeemed by the Company at any time after August 12, 1996 at a price
of $.10 per warrant if the average bid price for the Company's common stock
exceeds $8.75 per share for the 20 consecutive trading days ending on the
third day prior to the date of the notice of redemption.
In addition the Company sold an option to purchase an aggregate of 96,000
units, with each unit consisting of one share of common stock and one
warrant, for cash aggregating $960 to the underwriter. The options are
exercisable for a period of 4 years from August 11, 1996 at an exercise price
of $7.50 per unit. The terms of the warrants are the same as those issued
pursuant to the public offering except that they are not redeemable by the
Company.
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Solar-Mates, Inc.
Notes to Consolidated Financial Statements
(Unaudited)
On October 4, 1996 the Company issued 7,500 shares of its $.001 par value
Series A 6.5% cumulative convertible non-voting preferred stock, to RBB Bank
Aktiengesellschaft (RBB) a banking institution located in Austria, in a
private offshore offering pursuant to Regulation S for cash aggregating
$7,500,000 less commissions aggregating $525,000. Concurrently with the
closing of the acquisition described in Note E, RBB purchased pursuant to
said Regulation S offering 7,500 shares of the Company's $.001 par value
Series B 6% cumulative convertible non-voting preferred stock and 7,500
shares of the Company's $.001 par value Series C 6% cumulative convertible
non-voting preferred stock for cash aggregating $15,000,000 less commissions
aggregating $1,050,000. The dividends on the preferred shares are payable in
cash or additional shares of preferred stock at the option of the Company. At
March 31, 1997 dividends aggregating 351 valued at $351,000 shares of
preferred stock were due and payable to RBB.
Concurrently with the issuance of the Series A preferred shares, the
Company also issued RBB a Series A warrant to purchase up to 150,000 shares
of the Company's $.001 par value common stock at an exercise price of $5.5625
per share at any time commencing January 1, 1999 through December 31, 2002.
In addition, concurrently with the issuance of the Series B and C preferred
shares, the Company issued to RBB a Series B and a Series C warrant each of
which entitles RBB to purchase up to an aggregate of 300,000 shares of the
Company's $.001 par value common stock at a per share exercise price of $7.50
with respect to the Series B warrant and $10 with respect to the Series C
warrant at any time commencing January 1, 1999 through December 31, 2002. The
Company also issued as part of the commission in connection with the Series A
preferred shares a Series D warrant to purchase up to an aggregate of 200,000
shares of $.001 par value common stock at an exercise price of $5.50 per
share through September 30, 2001.
Each of the Series A Preferred Shares may be converted into shares of
common stock at any time. Each Series A share is convertible into such number
of common shares as is determined by dividing its stated value of $1,000 by a
conversion rate equal to the lower of (a) $5.50 or (b) 80% of the average
market price for the common
10
<PAGE>
Solar-Mates, Inc.
Notes to Consolidated Financial Statements
(Unaudited)
stock for the ten trading days ending three days prior to the giving by the
holder of a notice of conversion.
Each of the Series B Preferred Shares may be converted into shares of
common stock at any time. Each Series B share is convertible into such number
of common shares as is determined by dividing its stated value of $1,000 by a
conversion rate equal to the lower of (a) $6.75 or (b) 80% of the average
market price for the common stock for the ten trading days ending three days
prior to the giving by the holder of a notice of conversion.
Each of the Series C Preferred Shares may be converted into shares of
common stock at any time after July 1, 1997. Each Series C share is
convertible into such number of common shares as is determined by dividing
its stated value of $1,000 by a conversion rate equal to the lower of (a)
$8.25 or (b) 80% of the average market price for the common stock for the ten
trading days ending three days prior to the giving by the holder of a notice
of conversion.
At any time after September 30, 2000 the Company will have the right to
force conversion of the preferred shares into common stock.
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