And to think that this S3/a is dated April 1, 1999
edgar-online.com
Our Future Success Depends on the Success of Unproven Be There! Products
Our Objectives are Dependent on Developing Relationships with A Strategic
Partner
We Will Likely Need Additional Capital to Sustain Our Operations
We Have a History of Operating Losses and Expect to Have Continued Losses
The Inability to Protect Our Proprietary Technology Could Reduce Our Competitive Advantage
We are Currently Involved in A Patent Infringement Lawsuit
Our Dependence on Third Party Suppliers Increases Potential Shipment Delays and
Other Risks
Our Financial Condition and Operating Results Could be Adversely Affected If We
Do Not Manage Inventory
We Could Be Adversely Affected If Our Products Fail to Meet FCC and Other
Regulatory Standards
We Could Lose Our Nasdaq National Market Listing
We May Not Have Sufficient Capital If We Are Required to Redeem the Outstanding Preferred Stock
Under certain circumstances, we could be required to redeem a total of
2,500 shares of Series D, E and F preferred stock that are currently
outstanding, with a total stated value of $2,500,000. If we are required to
redeem the preferred stock, we may not have sufficient cash available to effect
the redemption. The holders of the outstanding preferred stock have the right
to require us to redeem their shares of preferred stock for cash, at 120% of
stated value, plus accrued dividends, if any of the following happens:
. our board agrees to sell the company or the Be There! product line to
another company, or our board consents to the tender offer of our shares
by another company;
. this registration statement is not declared effective by the SEC before
May 16, 1999;
. this registration statement can not be used to permit the sale of the
shares issuable upon conversion of the preferred stock;
. we voluntarily terminate the listing of our shares on the Nasdaq
National Market;
. we fail to deliver shares of common stock upon conversion of the
preferred stock; or
. we file for bankruptcy.
In addition, if our common stock is delisted from the Nasdaq National
Market, and we fail to pay required penalties to the holders of the preferred
stock, then the holders of the preferred stock can require us to redeem their
shares of preferred stock. If we are required to redeem the preferred stock, we
would most likely be forced to attempt to quickly find other sources of
financing. If we could find such financing at all, it is not likely that such
financing would be on favorable terms. The inability to find financing or the
terms of such unfavorable financing and our resulting lack of liquidity could
force us to discontinue portions or all of our operations.
Joe PTG&LI !!! |
