To: Anthony@Pacific who wrote (10560 ) 7/6/1999 10:51:00 AM From: TRIIBoy Read Replies (1) | Respond to of 18998
VTCH pumps up its stock before the big dump comes from a floorless convertible: On May 21, 1999 (the "Original Issue Date"), we issued $10,000,000 aggregate principal amount of two year 10% convertible debentures. The debentures are initially convertible at a conversion price of $11.00 (the "Initial Conversion Price"), subject to stock splits, stock dividends, rights offering by us in certain combinations, capitalizations, reclassifications, extraordinary distributions and other similar events. In the event that we shall decline to repay in full, following the exercise by the debenture holder of the put right (as defined below), the Initial Conversion Price shall be the lesser of (i) .85 multiplied by the 10-day volume weighted average closing price as reported on Nasdaq as reported by Bloomberg Informational Services, Inc. (or other principal exchange on which our securities are traded) for the lowest 10-day consecutive day period during the 30 consecutive trading day period ending one trading day prior to the conversion date, and (ii) $11.00 per share. We are authorized to issue up to 2,927,130 shares of common stock in connection with this transaction without seeking shareholder approval. In addition the 10% convertible debentures prohibit each holder from converting in excess of 4.999% and 9.999%, respectively, of the outstanding shares of common stock following such conversion. Either restriction may be waived by a holder of 10% convertible debentures upon not less than 75 days' notice to us. Every other time, VTCH has fraudulently promoted its stock it always ends the same. This time it will fail at $13 yet again. Shares to borrow can be found at BankAmerica sec. and I heard E*Trade has shares too.