Rande
When you get a chance could you comment on BDE's report on
convertible debenture as follows.....
TkS Banchee
On April 27,1999, we issued to Roseworth Group, Ltd. a 4% convertible debenture in the principal amount of $1,000,000
due on the later of April 27, 2000 or six months following the date the Securities and Exchange Commission declares effective
a registration statement with respect to the resale of the shares of common stock underlying the debenture. The debenture may
be converted by Roseworth into shares of our Common Stock at a conversion price for each share of Common Stock equal to
the lower of 95% of its Market Price at the conversion date or $6.00. On the maturity date of the debenture, the unpaid
balance of the debenture and any accrued and unpaid interest will convert automatically into shares of Common Stock at the
conversion price on the maturity date. Market Price is defined as the lowest volume weight adjusted price of our Common
Stock on the American Stock Exchange (as reported on Bloomberg) during the 10 business days prior to the business day on
which the conversion notice is sent to us. In connection with the loan, we paid to Roseworth a fee of $30,000 and issued to
Roseworth 5,883 shares of our Common Stock.
In May 1999, we closed a private placement of 2,132,000 shares of our Common Stock, which were issued to seven
investors. The private placement raised aggregate proceeds of $4,311,250. Of the 2,132,000 shares of Common Stock,
1,880,000 shares were issued to five investors at $2.00 per share and 252,000 shares were issued to two investors at $2.1875
per share.
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