From the 1st paragraph of the recent July 23, 1998 NPCT 8K....
"In connection with the sale of 50,000 Series B Shares on the Closing Date, the Registrant issued to the purchaser thereof (the "Purchaser") a warrant to purchase 50,000 shares of the Registrant's par value $0.0001 common stock ("Common Stock") at a price of $3.515625 per share (125% of the closing bid price on the Closing Date). The warrant expires on July 22, 2001."
This paragraph clearly states that Mr. Hirsch bought 50,000 shares of Series B preferred stock on the closing date of July 23rd.
From the 7th paragraph of the NPCT 8K dated July 23, 1998.....
"At any time after 20 days from the date of issuance, the Series B Shares may be converted into the number of shares of Common Stock that equals $10.00 per share tendered for conversion, plus accumulated and unpaid dividends thereon, divided by the lesser of either (i) 110% of the average of the closing bid prices per share of the Common Stock on the market on which the Common Stock is listed for trading for the five (5) trading days preceding the date of purchase of such Series B Shares or (ii) 80% of the average of the closing bid prices per share similarly determined for the five (5) trading days preceding the date such conversion is deemed to have been made. "
This clearly states that at "ANYTIME after 20 days from the date of issuance, the Series B Shares may be converted into the number of shares of Common Stock that equals $10.00 per share tendered for conversion......"
I don't know where you're getting your information Chad, but you should thoroughly read the ENTIRE 8K, word for word, before you go on the offensive.
If you have misread the following paragragh on page 7 which reads....
" 4. REDEMPTION. Except as provided in Section 3.2 herein, the preferred Shares shall not be redeemable at any time prior to September 30, 1998. Thereafter, the Corporation, on the sole authority of its Board of Directors, may, at its option and at any time prior to notice of conversion of the Preferred Shares by the holder thereof as hereinafter provided, redeem all or any part of the Preferred Shares at the time issued and outstanding for an amount in cash equal to $12.00 per share plus any accumulated and unpaid dividends."
...then I can understand where you're coming from. However, this applies to NPCT, not the buyer. NPCT can not redeem the preferred shares they have issued earlier than Sept. 30 1998, approx. 60 days from issuance. Here is another possible point of confusion regarding "60 day" periods, but again this has nothing to do with when Mr. Hirsch can or can not convert the first 50,000 preferred shares to common shares.
"Pursuant to the Registration Rights Agreement executed in connection with the sale of the preferred shares, within 60 business days of July 23, 1998, the Registrant (NPCT) must file a registration statement with the Securities and Exchange Commission covering the shares of Common Stock into which the Series B Shares and Series C Shares are convertible and for which the warrants issued to the
Purchaser are exercisable.
Chad, if you can point to a specific paragraph within the July 23, 1998 8K that indicates I have misread the facts as they appear to be, I'm more than willing to admit I made an honest mistake. But, having re-read the sections of the 8K pertaining to when Mr. Hirsch can convert his first block of Series B convertible preferred shares I stand behind my original post on this matter.
Bill
|
