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Strategies & Market Trends : Floorless Preferred Stock/Debenture -- Ignore unavailable to you. Want to Upgrade?

To: RockyBalboa who wrote (611)	1/16/2000 8:24:00 PM
From: RockyBalboa	Respond to of 1438

ENML.OB results: In December 1998, the Company completed a private placement of 500 shares of Series B Convertible Preferred Stock, $.01 par value, to three purchasers, for an aggregate purchase price of $5,000,000. Each share has a stated value of $10,000, and each shareholder is entitled to a 6% return per annum, which is being accounted for as a cumulative dividend and will be payable on conversion in cash or the Company's Common Stock at the Company's option. The holders of the Series B Convertible Preferred Stock can convert it into Common Stock at the lower of (i) 92.84% of the average of the five lowest closing sales prices in the 40 trading days immediately preceding the conversion or (ii) $6.67. The conversion price as of November 12, 1999 was $0.3232. The Company can require holders of the Series B Convertible Preferred Stock to convert to Common Stock if the closing price of the Company's Common Stock exceeds 150% of the maximum conversion price for 20 consecutive trading days. Holders of the Series B Convertible Preferred Stock will be required to convert their shares on December 17, 2001, if they have not converted prior to that time. Under the Series B Convertible Preferred Stock certificate of designations, no selling securityholder can convert Series B Convertible Preferred Stock to the extent such conversion would cause such selling securityholder's beneficial ownership of Common Stock (other than shares deemed beneficially owned through ownership of unconverted shares of Series B Convertible Preferred stock) to exceed 4.99% of the outstanding shares of Common Stock. In addition, the Company is not required to issue shares of Common Stock on conversion of Series B Convertible Preferred Stock if any holder, together with its affiliates, (1) would beneficially own more than 10% of the outstanding Common Stock after conversion and (2) would have acquired more than 10% of the Common Stock in the 60-day period ending on the date of conversion. As of November 12, 1999 there were 70 shares of Series B Convertible Preferred Stock outstanding and the Company had issued 4,442,623 shares of Common Stock upon the conversion of 430 shares of Series B Convertible Preferred Stock, including 43 shares since September 30, 1999, plus accrued dividends of $162,435 including $21,513 since September 30, 1999.