DYGN Series "C" (one of many placed) "The number of shares of Common Stock issuable upon conversion of Series C is dependent upon the market price of the Common Stock. The Series C Preferred Stock may be converted into Common Stock at a conversion price equal to 74% of the average closing bid price of the Common Stock for the five trading days prior to the date of conversion. Therefore, the conversion ratio will change if the trading price of the Common Stock changes. Any conversion of Series C Preferred Stock into Common Stock would be dilutive to the existing holders of Common Stock. Decreases in the trading price of the Common Stock will cause the number of shares issuable upon conversion of each share of Series C Stock to be greater. However, no such additional shares are being registered in the registration statement of which this Prospectus forms a part. See "Special Considerations -- Adverse Consequences Associated With The Obligation To Issue A Substantial Number of Shares Of Common Stock Upon Conversion Of Convertible Securities" and "Risk Factors -- Adverse Consequences Associated With The Obligation To Issue Substantial Shares Of Common Stock Upon Conversion Of Convertible Securities." As of January 5, 1999 the outstanding shares of Series C Preferred Stock were convertible into approximately 1,212,600 shares of Common Stock." .................. "The Company is obligated to issue a substantial number of shares of Common Stock upon the conversion or exercise of its outstanding options, warrants, rights, convertible preferred stock and a convertible note. The price which the Company may receive for the Common Stock issuable upon exercise of such convertible securities will, in all likelihood, be less than the market price of the Common Stock at the time of such exercise. Consequently, for the life of such convertible securities the holders thereof may have been given, at nominal cost, the opportunity to profit from a rise in the market price of the Common Stock." ...........Sounds like there are other covertibles out there,,don't have time to research.. "As of January 6, 1999, the authorized capital stock of the Company consisted of (i) 75,000,000 shares of Common Stock, of which 37,600,888 shares were issued and outstanding, and (ii) 10,000,000 shares of preferred stock, $.01 par value per share, of which (A) 50,000 shares have been designated Series A Stock, of which 50,000 shares were issued and 1,570 outstanding, (B) 12,515 shares have been designated as Series B Stock, of which 12,515 shares were issued and 7,500 were outstanding, (C) 7,500 shares have been designated Series C Preferred Stock $.01 par value per share, ("Series C Stock") all of which were issued and of which 2,183 were outstanding, (D) 60,000 shares have been designated as Series D Preferred Stock $.01 par value per share, ("Series D Stock") of which 15,000 were issued and 5,000 were outstanding, (E) 10,500 shares have been designated as Series E Preferred Stock, $.01 par value per share ("Series E Stock"), all of which were issued and outstanding, (F) 5,000 shares have been designated as Series F Preferred Stock, $.01 par value per share ("Series F Stock"), all of which were issued and outstanding. (G) 10,000 shares have been designated as Series G Preferred Stock, $.01 par value per share ("Series G Stock"), all of which were issued and outstanding, and (H) 20,000 shares have been designated as Series H Preferred Stock, $.01 par value per share, of which 19,000 were issued and outstanding. As of such date, based on the market price of Common Stock of approximately $.24 the Company was obligated to issue approximately 32,251,000 shares of Common Stock upon exercise of outstanding options, rights, warrants, convertible preferred stock and convertible notes."
The above from the Jan s3A edgar-online.com I think your sense of smell is correct<g>,wouldn't touch it...DD |