Infocast (IFCC.OB)
Must be interesting:
sec.gov
.... for example:
In April 2000, we issued warrants to purchase 200,000 shares of Common Stock at an exercise price of $6.50 per share to Small Caps Online LLC, a registered broker-dealer focused on identifying emerging growth companies in the healthcare and information technology sectors.
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On October 13, 1998, our shareholders voted to effect a two-for-one
stock split that increased the number of outstanding shares of Common Stock from
6,000,000 to 12,000,000 and increased the number of outstanding Common Stock
purchase warrants from 1,000,000 to 2,000,000. Accordingly, the exercise price
of the Common Stock purchase warrants was reduced to $0.25 per share.
Subsequently, 1,580,000 of the Common Stock purchase warrants were exercised at
$0.25 each for cash proceeds of $395,000. The remaining 420,000 Common Stock
purchase warrants expired.
On January 29, 1999, we consummated the acquisition of all of the
voting capital stock of Virtual Performance Systems, Inc., a Canadian
corporation, for 1,500,000 shares of InfoCast Canada Corporation, our
wholly-owned subsidiary ("InfoCast Canada"), which are exchangeable on a
one-for-one basis for shares of our Common Stock. Virtual Performance Systems,
Inc. was a development stage company that was developing solutions to permit
businesses to service inbound and outbound customer calls at any time through a
customer service representative who can be located anywhere and to permit
corporate and academic learners to access training on-line, from anywhere, at
any time. The consolidated financial statements of the Company are the
continuing financial statements of Virtual Performance Systems, Inc.
In March 1999, we consummated a private placement financing pursuant to
which we issued 2,767,334 shares of Common Stock for an aggregate offering price
of $4,151,001 pursuant to Regulation S of the Securities Act of 1933, as
amended.
In March 1999, we consummated a private placement financing pursuant to
which we issued 265,002 shares of Common Stock for an aggregate offering price
of $397,503 pursuant to Regulation D of the Securities Act of 1933, as amended.
Pursuant to an agreement dated December 15, 1998, as amended by a
letter agreement dated March 12, 1999, between us and ITC Learning Corporation,
we purchased from ITC Learning Corporation the distribution rights for all
current and future ITC Learning Corporation education and training products in
consideration for $975,000 in respect of the first 150,000 user licenses and
based on a shared revenue formula for user licenses in excess of 150,000. We
paid the first $500,000 of the initial $975,000 purchase price in March 1999 and
the final $475,000 of the initial $975,000 purchase price in April 1999.
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Pursuant to an agreement dated March 22, 1999, we issued 60,000 shares
of Common Stock to Thomson Kernaghan & Co. Limited, a financial investment
consulting firm, for assistance in securing additional financing over the
following year.
On May 13, 1999, we acquired all of the outstanding common shares of
HomeBase Work Solutions Ltd. HomeBase Work Solutions, headquartered in Calgary,
Alberta, Canada, was developing a solution to permit businesses to enable their
employees to work from remote locations via computers. The purchase price was
satisfied by the issuance of 3,400,000 shares of InfoCast Canada, our
subsidiary. The InfoCast Canada shares are exchangeable on a one-for-one basis
for shares of our Common Stock.
In June and October 1999 and January 2000, we issued warrants to
purchase 25,000, 12,500 and 12,500 shares of Common Stock at an exercise price
of $7.00, $8.75 and $7.62 per share, respectively, to the Poretz Group, an
investor relations consulting firm, in consideration for on-going investor
relations consulting services, including reviewing our public releases, setting
up meetings between us and members of the investment banking community and
developing our public image.
In June 1999, in return for consulting services in respect of the
development of our virtual call center application and for the InfoCast
corporate name, we issued warrants to purchase an aggregate of 50,000 shares of
Common Stock at an exercise price of $7.00 per share to each of Tsun Chow, Armin
Roeseler, Paul Prabhaker and John J. Malley.
In June 1999, we entered into an agreement with ITC Learning
Corporation pursuant to which we will become ITC Learning Corporation's
exclusive distance learning technology distributor for the delivery of
educational material for the State of California for consideration of
$2,000,000. We paid this amount in three installments in August, September and
October 1999.
On June 24, 1999, we consummated a private placement financing pursuant
to which we issued 420,000 shares of Common Stock and warrants to purchase
70,000 shares of Common Stock at an exercise price of $7.00 per share for an
aggregate offering price of $2,100,000 pursuant to Regulation D of the
Securities Act of 1933, as amended.
From July to November 30, 1999, we issued 1,879,000 shares of Common
Stock in a private placement financing for an aggregate offering price of
$10,334,550 pursuant to Regulation S of the Securities Act of 1933, as amended.
In October 1999, we issued options to purchase 60,000 shares of Common
Stock at an exercise price of $8.25 per share to Howard Nichol, an investor
relations consultant, for services which included assisting us with
communications with and presentations to stock brokers, analysts and private and
institutional investors, providing access to the financial media and introducing
us to potential acquisition or alliance opportunities. This arrangement was
terminated in May 2000, resulting in the cancellation of options to purchase
30,000 shares of Common Stock previously granted.
In October 1999, we entered into a non-exclusive investment banking and
financial advisory services agreement with N.M. Rothschild & Sons Canada Limited
and N.M. Rothschild & Sons (Washington) L.L.C. (together "Rothschild"). This
agreement was terminated in March 2000. In the event a Transaction (as defined
below) was implemented during the term of Rothschild's engagement, or within a
period of one year after the termination of Rothschild's engagement under the
agreement on which Rothschild worked or with a party identified by Rothschild
during the term of the agreement, we will pay a fee of 3% of the value of the
Transaction (the "Performance Fee") to Rothschild in recognition of Rothschild's
contribution to such Transaction. For the purposes of the agreement,
"Transaction" means any acquisition, merger, alliance or business combination
which involves us and which shall be valued for purposes of the Performance Fee
to include any debt incurred or assumed by the purchaser or parties in the
combination and any shares issued or to be issued as part of the consideration
for any possible transaction.
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In January 2000, we issued 200,000 shares of Common Stock to the
shareholders of Applied Courseware Technology Inc. pursuant to the Minutes of
Settlement Agreement signed on January 7, 2000.
In February 2000, we issued 500,000 shares of Common Stock in a private
placement for which we received 150,000 shares of restricted Common Stock of
another publicly traded company as consideration, of which we will retain
130,000 shares after commissions. |
