Taken from TPI's Amended SB-2 on 5/28/99:
In a nutshell, there's now an additional 25M more shares coming to market due to the C/D's which will bring total outstanding shares to over 40M.
SUBJECT TO COMPLETION DATED MAY 28, 1999
TRANSFORMATION PROCESSING INC.
25,649,695 SHARES OF COMMON STOCK, $.001 PAR VALUE,
-----------------------
This prospectus registers up to 25,649,695 shares of common stock of
Transformation Processing Inc. ("TPI") that may be sold by certain selling
securityholders named herein.
The securities offered hereby involve a high degree of risk and should
only be purchased by those who can afford to lose their entire investment. See
"risk factors" beginning on page 5 for a discussion of certain risks of an
investment in the common stock.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
The common stock is quoted on the Over-The-Counter Electronic Bulletin
Board ("OTCBB") under the symbol "TPII". On May 26, 1999, the last reported bid
and asked prices per share of common stock on the OTCBB were $0.15 and $0.185
per share, respectively.
This Prospectus relates to securities to be sold by selling
securityholders. See Page 41.
THE DATE OF THIS PROSPECTUS IS ___________, 1999.
PROSPECTUS SUMMARY
This summary highlights selected information from this prospectus. It
is not complete and may not contain all of the information that you should
consider before investing in the common stock. To understand this offering fully
you should read the entire prospectus carefully, including the risk factors and
financial statements.
THE COMPANY
Transformation Processing Inc. ("TPI") is an information technology
company that develops and markets software and services that enable companies
worldwide to electronically migrate their application programs and data from
older computer codes designed up to thirty or more years ago to modern languages
that are compatible with today's more powerful and faster computers.
Our executive offices are located at 5500 Explorer Drive, Suite 2000,
Mississauga, Ontario, Canada L4W 5C7; and our telephone number is (905)
206-1366.
THE OFFERING
COMMON STOCK OFFERED 25,649,695 shares consisting of:
- up to 500,000 shares issuable upon
exercise of warrants issued pursuant to
a securities subscription agreement
dated August 23, 1996 (the "1996
Warrants");
- 2,480,679 shares issued upon the
conversion of $1,092,500 aggregate
principal amount of 6% convertible
debentures (the "1998 debentures") sold
in 1998 plus accrued interest, and an
additional 19,075,000 shares issuable
upon conversion of $1,907,500 of
additional 1998 debentures currently
outstanding plus 2,289,000 shares
issuable upon conversion of $228,900 of
interest due thereon;
- up to 100,000 shares issuable upon
exercise of warrants issued pursuant to
a securities subscription agreement
dated June 27, 1997 (the "1997
Warrants");
-2-
- up to 905,016 shares issuable upon
exercise of warrants issued to the
holders of the 1998 debentures (the
"1998 Warrants");
- 150,000 shares issuable upon exercise of
options; and
- 150,000 shares issuable pursuant to an
agreement dated March 24, 1998 to
provide investor relations services.
OTCBB COMMON STOCK SYMBOL TPII
NUMBER OF SHARES OF COMMON STOCK
OUTSTANDING BEFORE THE OFFERING 17,759,179 Shares
As of April 30, 1999, TPI's records and the records of its transfer
agent, Equity Transfer Services, differ with respect to the number of
outstanding shares of TPI's common stock. According to the transfer agent, the
number of shares of common stock outstanding is approximately 775,966 shares
greater then the 17,759,179 indicated by TPI's records. TPI believes that its
records are correct and is in the process of resolving this difference. The
number of shares outstanding reflected in this prospectus does not include these
shares or any adjustment which might be necessary to resolve this difference.
NUMBER OF SHARES OF COMMON STOCK
OUTSTANDING AFTER GIVING EFFECT TO
THE EXERCISE OF WARRANTS AND THE
CONVERSION OF DEBENTURES AS PART
OF THIS OFFERING 40,928,195 Shares
USEOF PROCEEDS TPI will not receive any proceeds from the
sale of common stock in the offering, but
will receive $929,845 from the exercise of
all warrants and options.
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