FLOORLESS FLOORLESS FLOORLESS FLOORLESS FLOORLESS
Warning!!!! The company has sold $7 million in FLOORLESS CONVERTIBLES!!!
INVEST AT YOUR OWN RISK!
The following is from the SB2 filed with the SEC on 6/2/1998:
>>>>>>>May 1998 Private Placement
On May 4, 1998 (the "Closing"), the Company completed a private placement
(the "Private Placement") of 12 shares of Series B Preferred Stock ("Series B
Preferred"), for an aggregate purchase price of $6 million. Thirty days after
the date of this prospectus, the Company has the right to put to the investors
an additional 2 shares of Series B Preferred Stock, for an aggregate purchase
price of $1 million, and, sixty days after the date of this prospectus, the
Company has the right to put to the investors an additional 2 shares of Series B
Preferred, for an aggregate purchase price of $1 million. Jesup & Lamont
Securities Corporation, the placement agent for the Series B Preferred Stock
will be paid a commission equal to 7% of the aggregate capital raised plus a 1%
accountable expense allowance. The net proceeds of the Private Placement will be
used by the Company for working capital, acquisition of stations and
programming, expansion and general corporate purposes.
The shares of Series B Preferred Stock are convertible, starting 120 days
after the Closing or the date of this prospectus, whichever is sooner, in whole
or in part, at the option of the holder thereof and upon notice to the Company,
into a number of shares of Common Stock equal to the Stated Value of such share
or shares of Series B Convertible Preferred Stock ($500,000) divided by the
lesser of:
(i) 85% of the average closing bid price of the Common
Stock for the fifteen consecutive trading days prior to the trading day on which
a notice of conversion is received by the Corporation (the "Average Closing
Price"), as reported by the Nasdaq SmallCap Market or NASDAQ Electronic Bulletin
Board during the period of five trading days immediately preceding the date of
conversion (the "Conversion Date"), or 23
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(ii) 130% of the closing market bid price of the Common
Stock over the ten consecutive trading days prior to the date of closing of the
sale of the Series B Convertible Preferred Stock (the "Original Issuance Date")
(the "Conversion Price").
However, in the event that as of any Conversion Date the
average closing bid price of the Corporation's Common Stock is $4.00 per share
or less (the "Conversion Limitation"), the Conversion Price for any conversions
will be the closing bid price on the day prior to the trading day on which the
conversion notice is received by the Corporation. Provided that, holders
converting at the Conversion Limitation shall receive three-year warrants to
purchase such number of shares of the Corporation's Common Stock, at a price
equal to 101% of the Average Closing Price on the date of such conversion, equal
to 15% of the value of Series B Convertible Preferred Stock converted, divided
by the Average Closing Price on the date of such conversion.
Therefore, the lower the market price for the Common Stock, the greater
the number of shares of Common Stock that the converting holder of Series B
Preferred Stock will be able to receive, and the greater consequent dilution to
existing stockholders in the event shares of Series B Preferred Stock are
converted. See "Description of Securities-Series B Preferred Stock."<<<<<
Bruce |
