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Technology Stocks : General Magic -- Ignore unavailable to you. Want to Upgrade?

To: Mike Hardy who wrote (6832)	8/3/1999 11:44:00 PM
From: dwight martin	Read Replies (1) \| Respond to of 10081

Searched "Cripple Creek Securities" on YAHOO!: sec.gov This company (GRH) is at least a going concern 2 years after the filing mentioning CCS. In January 1997, the Company arranged for up to $22 million in financing, consisting of a $4 million 5% convertible debenture ("Debenture") with the Halifax Fund, L.P. ("Halifax") and an $18 million equity line ("Equity Line") with Cripple Creek Securities, LLC ("Cripple Creek") whereby Cripple Creek may purchase up to $18 million in the Company's Common Stock over a 3 1/2 year period beginning July 1, 1997. The investment manager for Halifax and the sole member of Cripple Creek is The Palladin Group, L.P. ("Palladin"), of which Mr. Cohen was a special limited partner until June 30, 1997. In addition, Mr. Cohen is the general partner of Ramius Capital Group, L.P., which until June 30, 1997 was an affiliate of Palladin. The Debenture is convertible into the Company's Common Stock at the lesser of (i) $11 per share, or (ii) 94% of the low trade during the 3 trading days immediately preceding the date of conversion. The purchase price under the Equity Line is 94% of the low trade price during the 3 trading days immediately preceding the purchase. If the Company issues less than $5 million of Stock under the Equity Line, it must pay up to $300,000 as liquidated damages. In connection with the convertible debenture, Halifax received a 7-year warrant to purchase 320,000 shares of Stock at $8.47 per share, and in connection with the Equity Line, Cripple Creek received a 7-year warrant to purchase 125,000 shares of Stock at $8.47 per share. The warrants are not exercisable for 18 months, but if the Company sells substantially all of its assets or enters into a merger or acquisition or other similar transaction, the warrants become immediately exercisable and are repriced at the lesser of (i) $8.47 per share, or (ii) 80% of the transaction value; and in such event, the Debenture may be redeemed at 115% of the amount outstanding. If the Company elects to issue more than $5 million under the Equity Line, Cripple Creek will receive an additional 7-year warrant to purchase 75,000 shares at 140% of the Stock price at the time the warrant is issued. As of September 17, 1997, $2 million of the Debenture had been converted into 405,817 shares of Stock, leaving a remaining principal balance of $2 million. Haven't we seen Palladin [sic] before?