MILLIONS OF CHEAP SHARES TO BE SOLD...
From SB-2 Filed with the SEC on June 20, 2000
edgar-online.com
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Item 26. Recent Sales of Unregistered Securities
In April 1997, we issued our 12% Series A Senior Subordinated Convertible Redeemable Debentures (aggregate face value of $662,500), through Select Capital Advisors, Inc., to various investors for a cash contribution of $530,000. This transaction was a private placement made in reliance on Section 4(2) of the Act.
From April through June 1997, we issued warrants covering 3,299,250 shares of the Common Stock to warrant holders who were subscribers to the Private Placement Memorandum dated November 13, 1995. The Warrants were issued as a settlement with subscribers in the private placement concerning our obligation to register the shares of the Common Stock in the private placement. The terms of the settlement provided that subscribers would turn in the warrants held for new warrants entitling the holder to purchase 1.5 times the number of original shares of Common Stock at $2.50 per share. This transaction was a private placement made in reliance on Section 4(2) of the Act.
In July 1997, we issued 50,000 shares of the Common Stock to an individual for services valued at $50,000. This transaction was a private placement made in reliance on Section 4(2) of the Act.
In July 1997, we issued 500,000 shares of the Common Stock to Manhattan Financial Group for contributions of $150,000. This transaction was a private placement made in reliance on Section 4(2) of the Act.
In July 1997, we issued 322,545 shares of the Common Stock to Cameron Capital, Ltd. in connection with the conversion of $150,000 of our 6% Convertible Debentures. The shares of the Common Stock issued in exchange for the securities surrendered are exempt from registration pursuant to Section 3(a)(9) of the Act.
In July 1997, we issued 138,000 shares of the Common Stock to an individual for services valued at $42,780. This transaction was a private placement made in reliance on Section 4(2) of the Act.
In July 1997, we issued 740,656 shares of the Common Stock to Thermal Imaging, Inc. for cash contributions of $339,000. This transaction was a private placement made in reliance on Section 4(2) of the Act.
In September 1997, we issued 666,666 shares of the Common Stock to PDH, Ltd. for a cash contribution of $250,000. This transaction was a private placement made in reliance on Section 4(2) of the Act.
In September 1997, we issued 941,176 shares of the Common Stock to Thermal Imaging, Inc. for a cash contribution of $320,000. This transaction was a private placement made in reliance on Section 4(2) of the Act.
In November 1997, we issued 551,429 shares of the Common Stock to Thermal Imaging, Inc. for a cash contribution of $193,000. This transaction was a private placement made in reliance on Section 4(2) of the Act.
In November 1997, we issued 478,894 shares of the Common Stock to Cameron Capital, Ltd. in connection with the conversion of $200,000 of our 6% Convertible Debentures. The shares of the Common Stock issued in exchange for the securities surrendered were exempt from registration pursuant to Section 3(a)(9) of the Act.
During October and November 1997, we issued 83,333 shares of the Common Stock to Ambient Capital Group, Inc. for services valued at $29,167. In addition, we issued 83,333 warrants to Ambient Capital Group, Inc., at an exercise price of $0.72 per share. This transaction was a private placement made in reliance on Section 4(2) of the Act.
In January 1998, we issued 100,000 shares of the Common Stock to Manhattan Financial Group for services valued at $30,000. This transaction was a private placement made in reliance on Section 4(2) of the Act.
In January and February 1998, we issued 3,230,216 shares of the Common Stock to Thermal Imaging, Inc. for cash contributions of $975,130. This transaction was a private placement made in reliance on Section 4(2) of the act.
In January 1998, we issued 102,752 shares of the Common Stock to two individuals for legal services valued at $64,220. This transaction was a private placement made in reliance on Section 4(2) of the Act.
During January and February 1998, we issued 603,489 shares of the Common Stock to Cameron Capital, Ltd. in connection with the conversion of $200,000 of our 6% Convertible Debentures and payment of penalties. The shares
of the Common Stock issued in exchange for the securities surrendered were exempt from registration pursuant to Section 3(a)(9) of the Act.
In March 1998, we issued 600,000 shares of our Common Stock to two individuals for cash contributions of $140,000. This transaction was a private placement made in reliance on Section 4(2) of the Act.
In March 1998, we issued 2,098,550 shares to Manhattan Financial Group for cash contributions of $539,106. This transaction was a private placement made in reliance on Section 4(2) of the Act.
In April 1998, we issued 216,598 shares of the Common Stock to Cameron Capital, Ltd. in connection with the conversion of $62,500, 8% Convertible Debenture and payment of penalties. The shares of the Common Stock issued in exchange for the securities surrendered were exempt from registration pursuant to Section 3(a)(9) of the Act.
In June 1998, we issued 978,000 shares of the Common Stock to Lynch, Rowin, Novack, Burnbaum & Crystal P.C. FBO Y. L. Hirsch and Lockwood Resources on conversion of our 12% Convertible Debentures and in settlement of all claims between us and Y. L. Hirsch and Lockwood Resources. The shares issued had a value of $415,000. The shares of the Common Stock issued in exchange for the securities surrendered were exempt from registration pursuant to Section 3(a)(9) of the Act.
In October 1998, we issued 208,261 shares of the Common Stock to Cameron Capital, Ltd. in connection with the conversion of $62,500, 8% Convertible Debentures and payment of penalties. The shares of the Common Stock issued in exchange for the securities surrendered were exempt from registration pursuant to Section 3(a)(9) of the Act.
During October and November 1998, we issued 142,500 common shares to an individual for $0.70 per share. This transaction was a private placement made in reliance on Section 4(2) of the Act.
On November 3, 1998, we issued 142,500 common shares to Harry Aderholt, one of our Directors, for $0.70 per share. This transaction was a private placement made in reliance on Section 4(2) of the Act.
During November, December and January 1998, we issued 1,964,025 common shares to Southwest Securities for $0.47 per share. This transaction was a private placement made in reliance on Section 4(2) of the Act.
During November, December and January 1998, we issued 169,837 common shares to National Investment Resources valued at $0.47 per share. This transaction was a private placement made in reliance on Section 4(2) of the Act.
On January 20, 1999, we issued 355,350 common shares to PHD, Ltd. in satisfaction of cash advances valued at $0.47 per share. This transaction was a private placement made in reliance on Section 4(2) of the Act.
On January 20, 1999, we issued 3,580,800 common shares to Thermal Imaging, Inc. in satisfaction of cash advances valued at $0.48 per share. This transaction was a private placement made in reliance on Section 4(2) of the Act.
On June 30, 1999, we issued 105,511 common shares to PHD, Ltd. in satisfaction of cash advances valued at $0.47 per share. This transaction was a private placement made in reliance on Section 4(2) of the Act.
On June 30, 1999, we issued 822,523 common shares to Thermal Imaging, Inc. in satisfaction of cash advances valued at $0.48 per share. This transaction was a private placement made in reliance on Section 4(2) of the Act.
On February 7, 1999, we issued 264,166 common shares to Bristol Asset Management upon conversion of warrants at $0.71 per share. This transaction was a private placement made in reliance on Section 4(2) of the Act.
On February 8, 1999, we issued 2,364,865 shares to Manhattan Financial Group for $0.37 per share. This transaction was a private placement made in reliance on Section 4(2) of the Act.
On March 31, 1999, we issued 45,800 common shares to two individuals as consideration for services rendered valued at $0.67 per share. This transaction was a private placement made in reliance on Section 4(2) of the Act.
On May 6, 1999, we issued 2,140,164 common shares to Thermal Imaging, Inc. to redeem two notes totaling $1,244,638 at $0.37 per share. This transaction was a private placement made in reliance on Section 4(2) of the Act.
During May, June, July and August 1999, we issued 2,583,043 common shares to Beach Boulevard for $0.55 per share. This transaction was a private placement made in reliance on Section 4(2) of the Act.
During August 1999, we issued 933,707 common shares to Beach Boulevard for $0.54 per share. This transaction was a private placement made in reliance on Section 4(2) of the Act.
On September 9, 1999, we issued 875,657 common shares to Beach Boulevard for $0.60 per share. This transaction was a private placement made in reliance on Section 4(2) of the Act.
In October 1999, we issued 33,997 common shares to Sitrick & Company as compensation for services at $0.94 per share. This transaction was a private placement made in reliance on Section 4(2) of the Act.
On October 21, 1999, we issued 400,641 common shares to Beach Boulevard for $1.25 per share. This transaction was a private placement made in reliance on Section 4(2) of the Act.
On October 13, 1999, we issued 150,000 common shares to Anslie Investments and Gisborne Capital upon conversion of warrants at $0.46 per share. This transaction was a private placement made in reliance on Section 4(2) of the Act.
On October 13, 1999, we issued 104,155 common shares to Bristol Asset Management upon conversion of warrants at $1.19 per share. This transaction was a private placement made in reliance on Section 4(2) of the Act.
From November 12 through December 14, we issued 108,957 common shares to five individuals upon conversion of warrants at $0.72 per share. This transaction was a private placement made in reliance on Section 4(2) of the Act.
On November 24, 1999, we issued 150,000 common shares to an individual upon conversion of warrants at $1.19 per share. This transaction was a private placement made in reliance on Section 4(2) of the Act.
In December 1999, we issued 200,000 common shares to two individuals for services valued at $1.20 per share. This transaction was a private placement made in reliance on Section 4(2) of the Act.
In December 1999, we issued 15,000 common shares to an individual in exchange for shares of CTICO (a subsidiary) at $1.20 per share. This transaction was a private placement made in reliance on Section 4(2) of the Act.
In December 1999, we issued 5,000 common shares to an individual in exchange for shares of CTICO (a subsidiary) at $1.50 per share. This transaction was a private placement made in reliance on Section 4(2) of the Act.
In November and December 1999, we issued 656,700 common shares to 12 individuals upon conversion of warrants at $2.50 per share. This transaction was a private placement made in reliance on Section 4(2) of the Act.
In December 1999, we issued 2000 common shares to an employee for services at $2.80 per share. This transaction was a private placement made in reliance on Section 4(2) of the Act.
On December 14, 1999, we issued 13,885 common shares to Sitrick & Company upon conversion of warrants at $3.63 per share. This transaction was a private placement made in reliance on Section 4(2) of the Act.
In December 1999, we issued 50,000 common shares to an individual in exchange for shares of CTICO (a subsidiary) at $2.80 per share. This transaction was a private placement made in reliance on Section 4(2) of the Act.
On February 1, 2000, we issued 28,810 warrants to Sitrick & Company for services. Each warrant entitles the holder thereof, upon exercise, to one share of common stock at an exercise price $0.9375 per share. This transaction was a private placement made in reliance on Section 4(2) of the Act.
On February 1, 2000, we issued 11,348 common shares to our 401K profit-sharing plan as a contribution to the plan for the year ended December 31, 1999. This transaction was a private placement made in reliance on Section 4(2) of the Act.
On February 3, 2000, we issued 15,623 common shares to Sitrick & Company upon conversion of warrants at $3.72 per share. This transaction was a private placement made in reliance on Section 4(2) of the Act.
On March 14, 2000, we issued 24,209 common shares to two individuals upon conversion of warrants at $0.72 per share. This transaction was a private placement made in reliance on Section 4(2) of the Act.
On March 14, 2000, we issued 50,000 common shares to Cameron Capital upon conversion of warrants at $1.50 per share. This transaction was a private placement made in reliance on Section 4(2) of the Act.
On March 14, 2000, we issued 100,000 common shares to Cameron Capital upon conversion of warrants at $2.00 per share. This transaction was a private placement made in reliance on Section 4(2) of the Act.
During January through March 2000, we issued 676,375 common shares to fourteen individuals upon conversion of warrants at $2.50 per share. This transaction was a private placement made in reliance on Section 4(2) of the Act.
On April 10, 2000, we issued 510,204 common shares to Informix Corporation for $9.80 per share. This transaction was a private placement made in reliance on Section 4(2) of the Act.
On April 17, 2000, we issued 200,000 warrants to Sutro & Company for services. Each warrant entitles the holder thereof, upon exercise, to one share of common stock at an exercise price $1.70 per share. This transaction was a private placement made in reliance on Section 4(2) of the Act.
On April 17, 2000, we issued 11,148,766 common shares and 11,148,766 warrants to certain private investors for $2.18 per share and $1.00 per warrant. Each warrant entitles the holder thereof, upon exercise, to one-half share of common stock at an exercise price $5.00 per share. This was a private placement made in reliance on Regulation D, Rule 506, of the Act. Approximately $2.9 million was paid and options to acquire approximately 419,000 shares of our common stock at a strike price of $1.70 per share were granted to certain individuals as commissions on this private placement.
On April 17, 2000, we issued 100,000 options to an employee. Each option entitles the holder thereof, upon exercise, to one share of common stock at an exercise price $9.0625 per share. This transaction was a private placement made in reliance on Section 4(2) of the Act.
On April 17, 2000, we issued 269,432 options to four consultants for services. Each option entitles the holder thereof, upon exercise, to one share of common stock at an exercise price $1.70 per share. This transaction was a private placement made in reliance on Section 4(2) of the Act.
On April 17, 2000, we issued 111,076 options to an employee for services. Each option entitles the holder thereof, upon exercise, to one share of common stock at an exercise price $1.70 per share. This transaction was a private placement made in reliance on Section 4(2) of the Act.
On April 20, 2000, we issued 8,838 warrants to Sitrick & Company for services. Each warrant entitles the holder thereof, upon exercise, to one share of common stock at an exercise price $0.9375 per share. This transaction was a private placement made in reliance on Section 4(2) of the Act.
On May 1, 2000, we issued 677,420 common shares, valued at $7.75 per share, to three persons in exchange for common stock of Bales Scientific, Inc. This transaction was a private placement made in reliance on Section 4(2) of the
Act.
On May 1, 2000, we issued 32,258 common shares, valued at $7.75 per share, to an individual in exchange for release of certain intellectual property rights in connection with our acquisition of Bales Scientific, Inc. This transaction was a private placement made in reliance on Section 4(2) of the Act.
On May 2, 2000, we issued 170,000 warrants to an employee for services. Each warrant entitles the holder thereof, upon exercise, to one share of common stock at an exercise price $1.5625 per share. This transaction was a private placement made in reliance on Section 4(2) of the Act.
On June 15, 2000, we issued 35,000 shares to an officer and director upon exercise of options at $.70 per share. This transaction was a private placement made in reliance on Section 4(2) of the Act.
On June 16, 2000, we issued 400,000 warrants to Bristol Asset Management in settlement of various alleged claims. Each warrant entitles the holder thereof, upon exercise, to one share of common stock at an exercise price of $7.25 per share. This transaction was a private placement made in reliance on Section 4(2) of the Act. |
