TCTV has their annual meeting scheduled for Feb 12 (see their proxy
filing edgar-online.com
The most relevant clause to be voted on (and surely approved) -
To consider and vote upon a proposal to approve an amendment to the Company's Articles of Incorporation to increase the number of authorized shares of the Company's common stock, par value $.001 per share (the "Common Stock") from 10,000,000 shares to 50,000,000 shares;
As of Jan 8, 1999 TCTV had 6,400,325 shares outstanding.
Possible dilution -
Convertible Debenture (Rosen Debenture)
Principal - 2.1 million
Principal + accumulated interest (at 12%) can convert at 0.5/share
- 4,732,000 shares
From TCTV's SEC filing -
In November, 1997, the President notified the Company of his intention to convert the Rosen Debenture into Common Stock. As inducement for the early conversion and for the President foregoing all interest on the Rosen Debenture after December 31, 1997, an additional $109,967 was added to the Rosen Debenture principal balance in 1997. The resulting $2,366,000 Rosen Debenture balance will be converted into 4,732,000 restricted shares of Common Stock as soon as the Company's articles of incorporation are amended to increase the number of authorized shares.
Warrants to purchase 500,000 shares at $1.00/share
Warrants to purchase 500,000 shares at $5.00/share
There is another convertible for $600,000 which can convert at as low
as $2.00/share
More warrants -
In connection with its initial public offering on May 10, 1995, the Company sold 1,610,000 redeemable common stock purchase warrants at a price of $.25 per warrant. Each warrant entitles the holder to purchase, at any time from the date of the offering through the fifth anniversary date, one share of Common Stock at a price of $5.75 per share.
In August 1994 and December 1, 1994, the Company issued an aggregate of 625,000 Common Stock warrants as part of the sale of units of its securities. Such warrants may be exercised within five years from the date of their issuance at an exercise price of $5.75 per share.
In connection with the public offering, the Company sold Underwriter's stock warrants, at a price of $.001 per Warrant. Warrants to purchase 100,000 shares of Common Stock and warrants to purchase an additional 140,000 warrants were sold. The underwriter's stock warrants are exercisable at a price of $7.50 per share, and the underwriter's warrants are exercisable at a price of $.375 per warrant through May 10, 2000. Each warrant underlying the underwriter's warrants is exercisable for one share of Common Stock at an exercise price of $5.75 per share.
In July 1997, the Company entered into a two-year Consulting Agreement with an investment banking firm (the "Consultant"). Pursuant thereto the Company granted the Consultant 500,000 one-year warrants exercisable at $1.00 per share, 200,000 one-year warrants exercisable at $2.50 per share and 100,000 three-year warrants exercisable at $2.50 per share.
All the above might add up to around 9.5 million shares.
Again from the SEC filing -
September 30, 1998, the Company has reserved 9,469,500 Shares of
common stock for future issuance pursuant to stock warrant, stock option and convertible debt agreements.
(Some of the above might have already been converted to common stock and included in the latest # of outstanding shares)
Most of the above cannot be converted to common stock and sold as the # of authorized shares is not high enough. Once the # of authorized shares goes up to 50 million shares, we may see huge dilution. This is assuming that shares have not been sold illegally or the convert/warrant holders have not shorted the stock)
Just few days before this possible dumping, TCTV comes out with this "news"
Millionaire.com And TCTV's 5th Avenue Channel Announce Joint Marketing Initiative
(An alliance between two n-th tier internet wannabes..)
Looks like a P&D to me
Regards.
Rajiv
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