PLCOP and PLCOW . . . CONVERSION OF PREFERRED AND WARRANTS:
Reference: sec.gov
PLAY CO. TOYS & ENTERTAINMENT CORP.
750,000 Shares Series E Preferred Stock and 1,500,000 Warrants
250,000 Shares of Series E Preferred Stock and 500,000 Warrants
Offered by a Selling Securityholder
This Prospectus relates to an offering (the "Offering") of 750,000
shares (the "Shares") of the Series E Preferred Stock, par value $.01 per share (the "Series E Stock"), of Play Co. Toys & Entertainment Corp. (the "Company") and 1,500,000 redeemable Series E Stock purchase warrants (the "Warrants") being sold by the Company through the underwriter in this Offering.
Each Warrant entitles the holder thereof to purchase one share of Series E Preferred Stock at a price of $5.00 for a period of four years commencing one year from the date the Offering closes (the "Closing Date"). An additional 250,000 shares of Series E Stock and 500,000 Warrants may be sold from time to time by a certain selling securityholder (the Selling Securityholder"), subject to a 90 day lock up agreement commencing on the Closing Date. The Company will not receive any of the proceeds from the sale of any securities sold by the Selling Securityholder.
Each share of the Series E Stock is convertible, at the option of the holder, two years from issuance, into six shares of the Company's Common Stock, par value $0.01 per share. The Warrants are redeemable by the Company at any time, commencing one year from the Closing Date, upon 30 days' prior notice, at a redemption price of $.05 each, provided that the closing bid quotation of the Series E Stock for at least 20 consecutive trading days, ending on the third day prior to the date on which the Company gives notice, has been at least 170% of the exercise price of the Warrants being redeemed.
The Warrants will remain exercisable during the 30 day notice period. The Series E Stock and the Warrants (sometimes collectively referred to as the "Securities") offered hereby will be separately tradable immediately upon issuance and may be purchased separately.
Investors will not be required to purchase shares of Series E Stock and Warrants together or in any particular ratio. |
