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Strategies & Market Trends : Floorless Preferred Stock/Debenture -- Ignore unavailable to you. Want to Upgrade?

To: Zeev Hed who wrote (1380)	2/22/2002 12:50:18 PM
From: Roger A. Babb	Respond to of 1438

Zeev, in years past we were able to easily spot floorless issues by watching the news releases and 8k filings. I have a search engine that watches for these things. But companies like AES seem to be able to get in under my radar with huge floorless deals and no announcements until the death spiral is already well underway. I wonder if it is a difference between Nasdaq and NYSE reporting requirements? I guess I need to do some deep digging on other NYSE companies that may have such deals. These things are always free money when you find them in time in time to short..............

To: Zeev Hed who wrote (1380)	3/27/2002 11:27:53 PM
From: RWS	Read Replies (1) \| Respond to of 1438

Zeev, CALY, is this a floorless? Thanks in advance. RWS STOCK SYMBOLS: [(caly-l)] On February 12, 2002, we announced that we signed an agreement to place up to $850,000 in two secured convertible debentures with a private investment fund in a private placement pursuant to Regulation D of the Securities Act. In conjunction with this transaction, we issued warrants to purchase up to 13,700,000 shares of our Common Stock. Subject to certain trading volume restrictions as defined below, the agreement obligates the fund to purchase 12,000,000 shares covered by these warrants during the twelve months following the effectiveness of a registration statement that we will file with the Securities and Exchange Commission to register the resale of the shares. Based on current market conditions, if we issues both debentures, we expect that the aggregate net proceeds from the debentures and the mandatory exercise of the warrants will amount to approximately $2.1 million. Under this arrangement, we will issue two secured convertible debentures to the investment fund with a principal amount of $425,000 each, at a 12% interest rate. We issued the first debenture on February 12, 2002 and received $376,000 in proceeds after deducting expenses of the transaction. We plan to issue the second debenture when the registration statement is declared effective by the SEC. We expect to file the registration statement during March 2002. Each debenture will mature two years from the date of issue. Under the terms of the debentures, the investment fund can elect at any time prior to maturity to convert the balance outstanding on the debentures into shares of our common stock. Once the registration statement is declared effective, the investment fund is required to convert the debentures and to exercise the warrants each month at a rate equal to a minimum of 5% and 7.5% respectively of the trading volume in Calypte shares for the preceding 60 days. The exercise price of the warrants and the conversion price of the debentures are at floating prices that represent a discount to the trading price of our shares for the 20 trading days preceding the exercise and conversion. On February 12, 2002, the Company completed a restructure of $1.6 million of its past due accounts payable and certain 2002 obligations with 28 of its trade creditors. Under the restructuring, the Company issued approximately 1.4 million shares of its Common Stock at various negotiated prices per share with the trade creditors in satisfaction of the specified debt. The issuance of shares was exempt from registration pursuant to Regulation D of the Securities Act. The Company agreed to register the shares within 60 business days of the closing date.