x, from the s-1
SENIOR SECURED CONVERTIBLE DEBENTURE
We have outstanding a Senior Secured Convertible Debenture in principal amount
of $6,000,000, due September 23, 2002 held by London Pacific Life & Annuity
Company. Interest on the debenture, which accrues at a rate of 12%, is payable
quarterly in arrears. Upon the earlier to occur of (i) an underwritten public
offering with an aggregate offering price of at least $15,000,000 and at a per
share offering price of at least $13.91 and (ii) certain changes in control, we
must repay all outstanding principal of the debenture plus any accrued interest
thereon, or, at the discretion of London Pacific, convert the debenture into our
common stock at a purchase price of $5.57 per share. The Convertible Debenture
is otherwise convertible at the option of London Pacific at the same conversion
price, $5.57 per share, subject to adjustment upon the occurrence of certain
events. The Convertible Debenture is secured by all our assets.
The filing lists LPGL as a holder of 1.08 MM shares common stock, which is consistent with $6 MM/$5.57
Regards,
Tom |
