Here is the Reg-D deal...
WAVX filed an 8-K today explaining the Reg-D deal. As I suspected, the deal was at a discount to the market price. The Prefferred series is convertible to the common at the lower of (a) $1.12 or (b) 80% of the average of the 5 lowest prices in a set period of time. In other words, the most the party will pay is $1.12. This sucks, but that's reality for a cash starved company. I have been here before (with TAVA), and there is some pain, but the bright side is that only companies with bright short term prospects attract htis kind of attention. The PP was from Combination Ltd., an Israeli operation. HEre is the report from Edgar.
Item 5. Other Events
On March 16, 1998, Wave Systems Corp. (the "Company") issued 150,000
shares of newly created Series G Convertible Preferred Stock, par value $.01
("Series G Convertible Preferred Stock"), at a price of $20 per share, for an
aggregate of $3,000,000. The shares were sold to one (1) accredited investor
pursuant to Regulation D promulgated under the Securities Act of 1933. The
Series G Convertible Preferred Stock is convertible into the Class A Common
Stock, par value $.01 ("Class A Common Stock"), of the Company at an effective
conversion price of the lower of (a) $1.12 and (b) 80% of the average of the
five (5) lowest trading prices of the Class A Common Stock during (x) a day on
which the Class A Common Stock is traded on The Nasdaq National Market or The
Nasdaq SmallCap Market or principal national securities exchange or market on
which the Class A Common Stock has been listed, or (y) if the Class A Common
Stock is not listed on The Nasdaq National Market or The Nasdaq SmallCap Market
or any stock exchange or market, a day on which the Class A Common Stock is
traded in the over-the-counter market, as reported by the OTC Bulletin Board, or
(z) if the Class A Common Stock is not quoted on the OTC Bulletin Board, a day
on which the Class A Common Stock is quoted in the over-the-counter market as
reported by the National Quotation Bureau Incorporated (or any similar
organization or agency succeeding its functions of reporting prices) ("Trading
Days"), as reported by Bloomberg Information Services, Inc. during the
twenty-five (25) Trading Days immediately preceding the Conversion Date, as
defined in the Certificate of Designation of the Series G Convertible Preferred
Stock attached hereto as Exhibit 3.1.<>
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