To: MKTBUZZ who wrote (13900 ) 2/4/2000 10:09:00 AM From: YxY Respond to of 59879
Careful with PCTH it seems to me that there is a lot of convertible that look floorless : from sec.gov n May and August 1998, the Company issued a total of 170,000 shares of Series B Convertible Preferred Stock (the "Preferred Stock") and issued related warrants for a total price of $17 million in a private placement to 17 accredited investors. As of January 10, 2000, 28,213 shares of Preferred Stock had been converted into 2,309,021 shares of common stock, and 141,787 shares of Preferred Stock remained outstanding. Upon conversion of a share of Preferred Stock, the holder receives a number of shares of common stock equal to $100 divided by the then-applicable conversion price. The conversion price of the Preferred Stock is the lower of (a) $7.20 per share, or (b) the average of the three lowest closing bid prices per share of the common stock over the 22 trading days before conversion. At January 10, 2000, the conversion price was $0.78125 per share. No holder is entitled to voluntarily convert Preferred Stock that would cause the holder to own more than 9.9% of the Company's outstanding common stock at any time. Because of Nasdaq National Market System requirements, the Company cannot issue more than 3,000,000 shares of common stock upon conversion of Preferred Stock unless the Company's shareholders approve the issuance of more than 3,000,000 shares. Alternatively, the Company could redeem any Preferred Stock whose conversion would cause the issuance of more than 3,000,000 shares of common stock, except that the indenture governing the Company's outstanding 11 1/4% senior subordinated notes restricts the Company's ability to redeem Preferred Stock. The average conversion price that would result in the issuance of 3,000,000 shares of common stock is $5.67. Because the market price of the Company's common stock has remained less than $5.67, the Company expects that 3,000,000 shares of common stock will not be sufficient to cover all of the Preferred Stock to be converted, and that it may need to seek shareholder approval to issue additional shares for conversion of Preferred Stock. If the Company's shareholders were to approve the issuance of additional shares of common stock for this purpose, the number of additional shares actually issued would depend on the market price of the Company's common stock at the times when Preferred Stock is converted by the holders, and would likely result in the issuance of a substantial number of additional shares of common stock, which the Company would be required to register for resale by the holders. This could negatively affect the market price of the Company's common stock. If the Company were to receive conversion notices that would result in the need to issue more than 3,000,000 shares of common stock, and the Company did not either (a) redeem the Preferred Stock whose conversion would cause the issuance of more than 3,000,00 shares, or (b) obtain shareholder approval to issue additional shares, the Company would be unable to convert all of the Preferred Stock. If that occurred, the Company would incur a significant monthly penalty to the holders of Preferred Stock until the Company either redeemed the Preferred Stock or obtained shareholder approval to issue the additional shares.