This is from the SEC filing of the company that TDIT intends to merge with:
COMMON STOCK
As of September 30, 1998, there are outstanding 4,000,819 of non-public
warrants to purchase the Company's common stock at prices ranging from
$0.50 to $12.50 with a weighted average price of $0.99 per share.
As of September 30, 1998, there were 133,003 shares of various classes
of Convertible Preferred Stock outstanding which can be converted to
98,801 shares of common stock.
As of September 30, 1998, there were $475,000 of secured debentures
which can be converted into 475,000 shares of the Company's common
stock.
The total number of shares of the Company's common stock that would have
been issuable upon conversion of the outstanding debt, warrants and
preferred stock equaled 4,574,620 shares as of September 30, 1998, and
would be in addition to the 3,612,228 shares of common stock outstanding
as of September 30, 1998.
The Company issued on September 10, 1998, 127 shares of its common stock
as a result of a conversion of 318 shares of Series C convertible
Preferred Stock.
(5)
DIMENSIONAL VISIONS INCORPORATED AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
THREE MONTHS ENDED SEPTEMBER 30, 1998
(UNAUDITED)
NOTE 6 PREFERRED STOCK
The Company has authorized 10,000,000 shares of $.001 par value per
share Preferred Stock, of which the following were issued and
outstanding:
Allocated Outstanding
--------- -----------
September 30, 1998 June 30, 1998
------------------ -------------
Series A Preferred 100,000 23,000 23,000
Series B Preferred 200,000 5,000 5,000
Series C Preferred 1,000,000 18,363 18,681
Series P Preferred 600,000 86,640 86,640
--------- --------- ---------
Total Preferred Stock 1,950,000 133,003 133,321
========= ======= =======
The Company's Series A Convertible 5% Preferred Stock ("Series A
Preferred"), 100,000 shares authorized, is convertible into common stock
at the rate of 1.6 shares of common stock for each share of the Series A
Preferred. Dividends from date of issue are payable from retained
earnings, and have been accumulated on June 30 each year, but have not
been declared or paid.
The Company's Series B Convertible 8% Preferred Stock ("Series B
Preferred"), is convertible at the rate of 4 shares of common stock for
each share of Series B Preferred. Dividends from date of issue are
payable on June 30 from retained earnings at the rate of 8% per annum
and have not been declared or paid.
The Company's Series C Convertible Preferred Stock ("Series C
Preferred"), is convertible at a rate of 0.4 shares of common stock per
share of Series C Preferred.
The Company's Series P Convertible Preferred Stock ("Series P
Preferred"), is convertible at a rate of 0.4 shares of common stock for
each share of Series P Preferred.
The Company's Series A Preferred and Series B Preferred were issued for
the purpose of raising operating funds. The Series C Preferred was
issued to certain holders of the Company's 10% Secured Notes in lieu of
accrued interest and also will be held for future investment purposes.
The Series P Preferred was issued on September 12, 1995, to InfoPak
shareholders in exchange for (1) all of the outstanding capital stock of
InfoPak, (2) as signing bonuses for certain employees and a consultant
of InfoPak, and (3) to satisfy InfoPak's outstanding debt obligations to
certain shareholders.
The 190,700 shares of Series B Preferred were issued to holders of
warrants to purchase such preferred stock. The funding for the exercise
of these warrants was the exchange of $1,907,000 of principal amount of
secured and unsecured notes. On December 3, 1996, 185,700 shares of
Series B Preferred were exchanged for 891,360 shares of the Company's
common stock.
The 26,275 shares of Series C Preferred were also issued in exchange for
$262,750 of interest due under the secured and unsecured notes. Holders
of 7,912 shares of Series C Preferred Stock have subsequently converted
their shares into the Company's common stock.
_________
All of this convertible stock will dilute the earnings of anybody who owns the stock before these shares are converted. This company is also authorized to issue 100,000,000 shares of common stock. My best estimate is that there are about 94,000,000 shares still available after all of the preferred stock and warrant conversions. |
