from ESVS 8k....
Under the Agreement, the Registrant exchanged 220,000 of its Common
Shares, $.001 par value ("Enhanced Common Stock") and 1,000,000 of
its newly authorized 1998 Series Preferred Stock, $3.00 par value
per share ("1998 Preferred Stock" and collectively, with the Enhanced Common Stock, the "Enhanced Stock") for 12,000,000 common shares $.001 par value ("ZULU-tek Common Stock"), of ZULU-tek, Inc., a Utah corporation ("ZULU-tek") and 1,000,000 shares of Series D Preferred Stock $.001 par value ("ZULU-tek Preferred" and collectively, with the ZULU-tek Common Stock, the "ZULU-tek Stock")held by Netvest Capital Partners LP, a Delaware limited partnership ("Netvest").
All of the securities issued and exchanged in the Transactions
are restricted securities. Prior to the Transactions, there were
1,131,474 shares of Enhanced Common Stock outstanding and 283,973
shares reserved for issuance for a total of 1,415,447 shares on a
fully diluted basis (with a result that the 220,000 shares of Common
Stock issued in the Transactions constituted an issuance of
approximately 19.4% of Enhanced Common Stock or 15.5% on a fully
diluted basis). The Enhanced 1998 Preferred Stock is convertible on
the basis of 2.772 shares of Enhanced Common Stock for each share of
1998 Preferred Stock, solely at the option of the Registrant and
only after receipt of shareholder approval at a meeting duly called
for such purposes. It is expected that the Registrant's meeting of
its shareholders will be convened promptly after appropriate proxy
materials are prepared for circulation.
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