Suffering Shareholders: CHIP filed an 8-K today. freeedgar.com Not to do with the spinoff--reg S floorless stuff. Bob ----------------------- On December 31, 1997, Registrant issued an 8% convertible debenture (the "Debenture") to a foreign national (the "Debenture Purchaser") pursuant to the exemption provided for by Regulation S. The Debenture was issued in consideration of a $100,000 purchase price. It bore interest at a rate of eight percent (8%) per annum. The Debenture provided that, at any time 41 days after it was issued, it could be converted into shares of the Company's common stock, par value $.01 per share ("Common Stock"), at a conversion price equal to 70% of the average closing bid of the Common Stock during the last five trading days prior to the effective date of the conversion. Immediately prior to April 8, 1998, the Debenture Purchaser elected to convert the entire outstanding amount of the Debenture into 639,887 shares of Common Stock. No underwriting discounts, commissions or other discounts were involved in the sale other than as described above. On April 21, 1998, Registrant sold another 571,429 shares of Common Stock to the Debenture Purchaser pursuant to the exemption provided for by Regulation S, separate and apart from the Debenture Purchaser's acquisition of Common Stock pursuant to the conversion of the Debenture. The Company received an aggregate amount of $100,000.00 from the sale. No underwriting discounts or commissions were involved in the sale. On April 22, 1998, Registrant sold 200,000 shares of Common Stock to another foreign national pursuant to the exemption provided for by Regulation S. The Company received an aggregate amount of $40,000.00 from the sale. No underwriting discounts or commissions were involved in the sale. |