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Microcap & Penny Stocks : Amplidyne, AMPD -- Ignore unavailable to you. Want to Upgrade?

To: trader14U who wrote (286)	9/13/1999 12:17:00 PM
From: Sir Auric Goldfinger	Respond to of 538

Last Mile thread discussion, from people who know this subject cold. Not 50 miles, but the last mile to someone's house. (Not what AMPD is touting) Message 7701230 Message 7702921 Message 8619105 Message 8620122 Message 8622447 overview Message 9557268 Already being used, not AMPD's equipment. psinet.com psinet.com

To: trader14U who wrote (286)	9/13/1999 2:36:00 PM
From: Sir Auric Goldfinger	Read Replies (1) \| Respond to of 538

Time to call in Zev Hed, Liquidation Preference, might be of interest to the longs: "ITEM 5. PRIVATE OFFERING In connection with a private offering of its securities on June 30, 1999, the Company issued 50,000 shares of Series A Preferred Stock ("Preferred Stock"), resulting in aggregate offering proceeds of $500,000. The terms of the Preferred Stock are summarized below: 1. NUMBER OF SHARES; PAR VALUE. The Corporation is authorized to issue 100,000 shares of Series A Preferred Stock, $.0001 par value per share. 2. DIVIDEND RATE; PREFERENCE. The holders of shares of Preferred Stock shall be entitled to receive dividends at the annual rate of $.60 per share, if, when and as such dividends are lawfully declared by the Company's Board of Directors, before any dividends are declared on, or paid to the holders of, the Common Stock (or any other stock stated to be junior to the Preferred Stock in respect of the right to receive dividends). The Board of Directors may elect to pay all or any part of such dividends in cash or in the form of Common Stock. 3. LIQUIDATION PREFERENCE. In the event of any liquidation, dissolution or winding up of the Corporation, either voluntary or involuntary, subject to the rights of series of preferred stock that may from time to time come into existence, the holders of Preferred Stock shall be entitled to receive, prior and in preference to any distribution of any of the assets of the Corporation to the holders of Common Stock by reason of their ownership thereof, an amount per share equal to the sum of $10.00 for each outstanding share of Preferred Stock (the "Original Issue Price"). 4. CONVERSION. The holders of Preferred Stock shall have conversion rights as follows (the "Conversion Rights"): (a) RIGHT TO CONVERT. Each share of Preferred Stock shall be convertible, at the option of the holder thereof, at any time after the date of issuance of such share, other than after the holder receives a Redemption Notice, into such number of fully paid and nonassessable shares of Common Stock as is determined by dividing the Original Issue Price of the shares being converted by the Conversion Price applicable to such shares, determined as hereafter provided, when the Preferred Stock certificate is surrendered for conversion. The initial Conversion Price per share shall be equal to the lesser of: (i) one hundred ten percent (110%) of the average closing bid price per share of the Company's Common Stock on the five (5) trading days, as reported by the Prevailing Market (as hereinafter defined), immediately before the date when the Preferred Stock was originally issued, or (ii) eighty-five percent (85%) of the average closing bid price per share of the Company's Common Stock on the five (5) trading days, as reported in the Prevailing Market, immediately before the date when the Preferred Stock is converted, but not less than one and 25/100 dollars ($1.25) per share. 2 <PAGE> As used herein the term "Prevailing Market" shall mean the principal securities market in which the Common Stock of the Company is then traded, whether it be the OTC Bulletin Board, the NASDAQ Stock Market or any national securities exchange. (b) AUTOMATIC CONVERSION. Each share of Preferred Stock, which has not been previously converted, shall automatically be converted into shares of Common Stock at the Conversion Price on the third anniversary of the original issue date of the Preferred Stock.