At least these ones are priced right. Now I'm really confused.
Friday March 24, 4:51 pm Eastern Time
Company Press Release
PerfectData Discloses Flamemaster, Its Largest Shareholder, Agreed to Grant JDK & Assoc. and Millennium Capital an Option to Purchase 375K Shares of PerfectData Common Stock
SIMI VALLEY, Calif.--(BUSINESS WIRE)--March 24, 2000--PerfectData Corp. (Nasdaq:PERF - news) today announced that its largest shareholder, Flamemaster Corp. (Nasdaq:FAME - news), the owner of 613,497 shares of PerfectData's Common Stock, agreed to grant to JDK & Associates Inc. and Millennium Capital Corp. an option to purchase an aggregate of 375,000 shares of PerfectData's Common Stock during the period commencing on the Closing Date for the purchase of an aggregate 1,333,333 shares of the Common Stock by JDK and Millennium from PerfectData, pursuant to a Stock Purchase Agreement dated Jan. 20, 2000 and terminating on June 1, 2000.
Shareholders of PerfectData are being solicited to vote on approval of the Stock Purchase Agreement and the implementation of the related series of transactions at a Special Meeting of Shareholders to be held on March 31, 2000.
Millennium and JDK are paying Flamemaster $352,500 for the option.
If Millennium and JDK exercise the option as to the first tranche of 60,000 shares at $8.00 per share on or prior to June 1, 2000, then the expiration date for the remaining tranches of 60,000 shares each will be extended for 90 additional days at the levels of $9.00, $10.00, $11.00 and $12.00 per share. This extension process will be repeated as the option is timely exercised as to each tranche.
The option provides that if the Closing Price of the Common Stock is 150% above the exercise price for a tranche of 60,000 shares for 10 consecutive trading days, Flamemaster can compel JDK and Millennium to exercise the option as to such tranche.
If the Stock Purchase Agreement and the implementation of the transactions contemplated thereunder are approved at the Special Meeting of Shareholders and then implemented, JDK, Millennium and the additional Buyers will, as disclosed in the Proxy Statement, own 29.1% of the then 4,579,139 outstanding shares of the Common Stock.
If JDK, Millennium and designees, if any, of JDK and Millennium, exercise the option in its entirety, JDK, Millennium, the Buyers and the Designees will own in the aggregate 1,708,333 shares, or 37.3% of the outstanding.
The foregoing percentages assume that no other shares of the Common Stock are issued, whether upon exercise of an option or otherwise, and do not give effect to the 1,770,000 shares issuable to JDK and Millennium upon exercise of a Common Stock purchase warrant to be granted to them by the Company for Consulting Services if the Closing occurs pursuant to the Stock Purchase Agreement and options to purchase an aggregate of 30,000 shares to be simultaneously issued to the employees of the Company.
PerfectData, based in Simi Valley, designs and markets a broad line of computer, office care and maintenance products, and accessories. The products are designed to eliminate or minimize contamination in and around computers and office automation equipment, and to enhance user performance.
The release herein may contain or identify a forward-looking statement. These statements are based on a number of assumptions and estimates which are inherently subject to uncertainty and contingencies, many of which are beyond the control of the Company and reflect future business decisions which are subject to change.
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