To: da_cheif™ who wrote (26165 ) 12/23/2003 11:12:05 AM From: P. Ramamoorthy Read Replies (1) | Respond to of 27311 News today! The Final $5Million draw down today. Berg's 401K plan is getting pretty rich. This drawdown takes care of Jan-Mar 2004 quarter. VLNC still has been $14Million in funding from Berg, which should take care of two quarters plus something left. By Oct-Dec quarter has to be the cashflow breakeven event. Cashflow breakeven means that VLNC would not need to borrow or sell stocks. If, during 2004, the price goes above $6.38 or so, Riverview preferred stock will be forced to convert. Ram Form 8-K for VALENCE TECHNOLOGY INC ----------------------------------- 23-Dec-2003 Other Events ITEM 5. OTHER EVENTS AND REQUIRED FD DISCLOSURE. On December 22, 2003, Registrant drew down $5 million for the third fiscal quarter of 2003 from its equity financing commitment with Berg & Berg Enterprises, LLC, an affiliate of Carl Berg, a director and stockholder of Registrant. The proceeds will be used to fund corporate operating needs and working capital. On December 19, 2003, Berg & Berg assigned its rights under the equity commitment to Mr. Berg's 401(k) plan . Under the terms of the equity commitment, Registrant issued to Mr. Berg's 401(k) plan 1,525,506 shares of its restricted common stock in a private placement transaction exempt from registration pursuant to Section 4(2) of the Securities Act of 1933, as amended. Mr. Berg's 401(k) plan purchased these shares at a 15% discount to the average closing price of the stock for the five days prior to the purchase date, or approximately $3.28 per share. Under Rule 144 of the Securities Act, these shares are restricted from being traded by Mr. Berg's 401(k) plan for a period of one year from the date of issuance, unless registered, and thereafter may be traded only in compliance with the volume restrictions imposed by this rule.