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Microcap & Penny Stocks : TSIG.com TIGI (formerly TSIG) -- Ignore unavailable to you. Want to Upgrade?

To: Zeev Hed who wrote (32035)	7/1/1999 9:33:00 PM
From: zonkie	Read Replies (1) \| Respond to of 44908

Hey, guess where your friend and mine is posting. exchange2000.com _____________________________________________________________________ And guess what was voted on on May 13, 1999 at the annual meeting. sec.gov >>>>>3. To approve the consummation of a private placement of the Company's 12% Series B Cumulative Convertible Preferred Stock (the "Series B Convertible Preferred Stock"), initially representing 37.9% of the issued and outstanding Common Stock of the Company, on a as converted basis, and to approve the issuance of all shares of the Company's Common Stock which the Company would be entitled to issue upon conversion of the Series B Convertible Preferred Stock<<<<<<< ______________________________________________________________ (same url as above) On March 15, 1999, the Board of Directors Classified 3,000 shares of the Company's authorized but as yet undesignated capital as 12% Series B Cumulative Convertible Preferred Stock (the "Series B Shares"). The Company anticipates that in April 1999, it will enter into a Securities Purchase Agreement (the "Series B Agreement") with certain investors pursuant to which the Company will issue up to 2,500 of the Series B Shares in a private placement during 1999. The Series B Shares will have a stated value of $2,000 per share but no par value and will bear interest at an annual rate of 12% payable semi-annually. Additionally, the Series B Agreement will provide that in the event the closing bid price of the Common Stock does not equal a specified amount at specified times, the Company will issue to the holders of the Series B Shares an aggregate of 178,571 shares of Common Stock (the "Additional Shares"). The gross proceeds of the offering of all 2,500 Series B Shares will be $5,000,000, before deducting expenses. The Company will use the net proceeds of the sale of the Series B Shares to develop assisted living and senior housing residences and for general corporate purposes. The Series B Shares will be immediately convertible to shares of Common Stock at a conversion price of $4.00 per share during the 270 days after the initial sale of the Series B Shares and, after such period, at the lower of $4.00 per share or the lowest closing bid price of the Company's Common Stock during the 30 trading days preceding the date of conversion (the "Look Back Period"); provided, however, each of the investors will agree that in no event shall it be permitted to convert any Series B Shares in excess of the number of such shares upon the conversion of which when added to any shares of Common Stock then owned by such investor would exceed 9.99% of the number of shares of the Company's Common Stock then issued and outstanding. Prior to conversion into Common Stock, the holders of the Series B Shares will not have voting rights. The Series B Agreement will prohibit the purchasers, and any of their affiliates, from engaging in shorting transactions with respect to the Company's Common Stock at any time the Common Stock is trading below $8.00 per share. The Company will agree to use its best efforts to register the Series B Shares and the underlying shares of Common Stock within 180 days after the initial sale of the Series B Shares. Attached to this Proxy Statement as Exhibit A are the Articles of Amendment to the Company's Articles of Incorporation which contain the complete designation, powers, preferences and rights of the Series B Shares. The conversion price for the Series B Shares could be less than the greater of the current book or market value of the Common Stock on the date of conversion if the Common Stock has been subject to a closing bid price lower than $4.00 per share during the Look Back Period and/or the Common Stock is trading at greater than $4.00 per share. Under such circumstances, The Nasdaq Stock Market, Inc.'s Marketplace Rules require shareholder approval for the issuance of any Common Stock in excess of 20% of the Common Stock outstanding (the "Excess Shares") immediately prior to the conversion. If all 2,500 Series B Shares were converted at $4.00 per share, a total of 10 1,250,000 new shares of Common Stock would be issued, representing 37.9% of the Common Stock outstanding as of March 26, 1999. Accordingly, the full conversion of the Series B Shares into shares of Common Stock would result in substantial dilution to the current holders of the Common Stock. If the conversion price is reduced below $4.00 per share pursuant to the provisions of the Look Back Period, or if the Additional Shares are issued, the level of such dilution would increase. A resolution will be presented to the meeting to consent to issuance of the Common Stock underlying the conversion rights of the Series B Shares and the Additional Shares, if required. The affirmative vote of a majority of the number of votes entitled to be cast by the Common Stock represented at the meeting is needed to approve the issuance of such shares of Common Stock. THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" THE APPROVAL OF THE ISSUANCE OF THE SERIES B SHARES, THE ISSUANCE OF THE ADDITIONAL SHARES AND THE ISSUANCE OF THE UNDERLYING SHARES OF COMMON STOCK UPON CONVERSION OF THE SERIES B SHARES. z............