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Technology Stocks : Accent Softwr (acntf): Addressing Huge Multilingual Mkt? -- Ignore unavailable to you. Want to Upgrade?

To: SteveC who wrote (98)	12/19/1997 1:04:00 AM
From: SteveC	Read Replies (1) \| Respond to of 356

Blame it on the "November Convertible Securities." This is from Accent's latest SEC filing: The November Convertible Securities automatically convert into Ordinary Shares on November 6, 1999, two years after the date of the closing, and may be converted at the Investors= option anytime after the earlier of November 11, 1997, or that date on which the resale of the Ordinary Shares issuable upon conversion of the November Convertible Securities is registered with the SEC, provided that no more than 50% of the principal amount of such securities may be converted prior to December 15, 1997. At any time prior to November 11 , the Company may convert all or part of the First Closing Debentures into up to 4,000 newly authorized Preferred Shares designated Series B for purposes of such conversion. The Series B Preferred Shares will have a liquidation preference of $1,000 per share plus a premium of 6% per annum. The Series B Preferred Shares will not be entitled to any dividends nor will it have any voting rights except as provided by Israeli law with respect to extraordinary corporate transactions. The Series B Preferred Shares will be convertible into Ordinary Shares on the same terms as the November Convertible Securities as described above. The terms of the Series B Preferred Shares will also prohibit the issuance of Preferred Shares with terms superior or equal to the terms of the Series B Preferred Shares for some period of time, without the Investors= consent. In addition, the Company has the right to redeem the November Convertible Securities on or after November 6, 1998, as long as no event of default has occurred thereunder, at a redemption price of not less than 125% of the principal amount thereof and any accrued and unpaid interest or other payments thereon. Conversion of the November Convertible Securities into Ordinary Shares will result in dilution of the Company's current shareholders. The November Convertible Securities will be convertible into approximately 2,346,938 Ordinary Shares. If the share price decreases below $2.45, the conversion price may decrease and there will be a corresponding increase in the number of shares into which the November Convertible Securities will be converted. It can not be predicted whether the share price will decrease in this manner.