To: ogod who wrote (5735 ) 10/13/1999 7:21:00 PM From: Hopsalong Respond to of 15703
ogod--an apropos alias. I found myself saying it after each of your messages. Apologies in advance for those just looking for news. I ain't got any so you don't have to read further. To ogod--who seems to have involved me in a pissing contest of the "my truck is bigger than your truck; my stock is better than your stock" type, I'm glad you finally spelled out what your concern is. I think you should just break down and read the publicly filed information. Your "debenture" involved a financing for $2.5 million, last November before the company was ever publicly traded, and as far as I can see, it was at price reasonable to what the stock started trading at. This debt has all long since been converted to preferred stock as spelled out in the original agreement. If anyone wants to read the fine print from the 10Q, I'll paste that in below. Just to be sure about all this, I checked again with the company and they confirm. Also, they said they will call for the conversion of this preferred stock to common stock as the provisions are met. So, fully diluted (includes all the preferred stock, warrants, options) there are 19.6 million shares out with no present plans to print more. During the quarter ended November 30, 1998, the Company completed the sale of convertible promissory notes (the "Notes") in the total amount of $2,500,000 in a private placement transaction pursuant to exemptions from federal and state registration requirements. On April 16, 1999, the Shareholders of the Company approved a proposal to create a Preferred Class of stock and, pursuant to the terms of the Notes, the Notes then automatically converted into shares of Series A Preferred Stock (the "Serie A Preferred") at the rate of one share for each $100 principal amount of Notes. The Series A Preferred is convertible into Common Stock at the rate of one share of Common Stock for each $.60 of the $100 per share purchase amount of the Series A Preferred. The Series A Preferred accrues an annual dividend of 10 percent that is payable semi-annually on July 1 and January 1 of each year. The Company has the right to require conversion of the preferred shares in the following circumstances: o The Company has the right to require conversion of one-third of the outstanding Series A Preferred at any time after October 26, 1999, provided that the market value of the Company's Common Stock is at least $2.40 per share, based on a 45 day weighted average trading price. o The Company has the right to require conversion of an additional one-third of the initially issued Series A Preferred at any time after October 26, 2000, provided that the market value of the Company's Common Stock is at least $3.60 per share, based on a 45 day weighted average trading price. o The Company has the right to require conversion of the final one-third of the initially issued Series A Preferred at any time after October 26, 2000, provided that the market value of the Company's Common Stock is at least $4.80 per share, based on a 45 day weighted average trading price. o The Company has the right to require conversion of all of the outstanding Series A Preferred at any time after October 26, 2000 if the Company has accumulated retained earnings equal to or greater than $3,750,000.