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

To: Ditchdigger who wrote (940)	9/3/1999 8:34:00 PM
From: Larry Brubaker	Read Replies (1) \| Respond to of 1438

WEBB does a floorless with Castle Creek. Excerpt from 9/2/99 8-K. On August 26, 1999, Online System Services, Inc. (d/b/a Webb Interactive Services, Inc.) ("OSS") completed a bridge financing in the amount of $5 million provided by Castle Creek Technology Partners LLC, a technology focused investment firm. Paine Webber Incorporated served as placement agent and advisor on the transaction. The securities were issued without registration pursuant to the Securities Act of 1933 in reliance upon the exemption therefrom provided in Regulation D of such Act. The financing was in the form of a redeemable Promissory Note which becomes convertible into shares of OSS' common stock if not previously redeemed, 120 days after issuance at a maximum conversion price equal to the lesser of 110% of the Market Price for OSS common stock on August 25, 1999, or the average of the five lowest closing bid prices during the 15 trading days prior to conversion. In addition to the Note, the investor was issued a five-year Warrant representing the right to acquire 136,519 shares of OSS' common stock at $11.44 per share. OSS is in the process of determining a fair market value of the Warrant and the Promissory Note. Once the fair value of the Warrant and the Promissory Note have been determined, OSS will discount the Promissory Note appropriately and will record additional non-cash charges for interest expense over the life of the Promissory Note for the amortization of the discount. The discount is expected to be from approximately $500,000 to $1.1 million. In addition, during the 120-day period following the issuance of the Note, OSS will record a non-cash charge for accretion relating to the so-called beneficial conversion feature of the Note. A determination of the value of the beneficial conversion feature is dependent upon the value attributed to the Warrant discussed above. The beneficial conversion feature is expected to be from approximately $1.3 million to $1.9 million. The shares subject to the Warrant and to the Note, should the Note become convertible, are subject to registration rights. For additional information regarding the transaction, reference is made to Exhibits 10.1 and 10.2 filed herewith.

To: Ditchdigger who wrote (940)	9/3/1999 8:40:00 PM
From: Larry Brubaker	Read Replies (1) \| Respond to of 1438

NAVR does an apparent floorless with Fletcher. Excerpt from 9/2/99 8-K filing. Fletcher may convert shares of Class B Preferred Stock into shares of Navarre's common stock ("Common Stock") at any time after issuance provided certain conditions are met. In addition, subject to certain conditions, Navarre may demand conversion of the 34,000 shares of Class B Preferred Stock issued in the first tranche and the 34,000 share of Class B Preferred Stock issued in the second tranche one year from the date the Class B Preferred Stock was issued. The conversion ratio is determined by dividing $250 by a variable conversion price which is tied to the market price of the Common Stock. The conversion price can be no greater than 180% of the closing price of the Common Stock on the date prior to the date the Class B Preferred Stock or the warrant covering shares of Class B Preferred Stock was issued. In addition, for the six month period ended February 20, 2000, the conversion price can be no less than $9.25. Subject to certain conditions, the Class B Preferred Stock will be automatically converted into Common Stock three years after the issuance of the Class B Preferred Stock.