May 9, 1997 -- 10k
....
The Series A Preferred stock will automatically convert into
thirty-five shares of Common Stock on October 1, 1998. If the
Company fails to have $300,000 of pre-tax earnings for the twelve
months ended June 30, 1997, exclusive of extraordinary and
non-recurring items and, upon such failure, the Common Stock does
not trade for at least $2.50 for ten days between June 30, 1997,
and August 15, 1997, then the Company will declare a dividend on
each share of Series A Preferred Stock of one-tenth share of
Series A Preferred Stock and five Series A Warrants. The Company
will declare a similar dividend on the Series A Preferred Stock
unless the Common Stock trades above $2.50 per share for 20
consecutive days after August 14, 1997, but before August 15,
1998, and the Company fails to have pre-tax earnings of $450,000,
exclusive of extraordinary and non-recurring items.
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