To: Lou Cifer who wrote (344 ) 12/27/1997 7:28:00 PM From: SIer formerly known as Joe B. Respond to of 972
The fact that you all ready know all this, makes even more suspicious of management. Thanks for the info. The ammended 10Q is on edgar. sec.gov Highlight: 4. CONVERTIBLE NOTES On August 13, 1997, the Company completed a private placement of $3,025,000 of 7% Convertible Notes (the "Convertible Notes") and 2,675,000 three year Warrants (the "Three Year Warrants"). The Convertible Notes are convertible into Common Stock at the lesser of (i) $2.75 per share or (ii) 75% of the average closing bid price of the Common Stock during the five trading days prior to conversion. The Three Year Warrants are exercisable for a three year period at the lesser of $3.00 per share or the lowest conversion price of the Convertible Notes. Conversion of the Convertible Notes and exercise of the Three Year Warrants was subject to the issuance of a maximum of 1,997,130 shares of Common 5 <PAGE> Stock on conversion unless the shareholders of the Company approved issuances beyond that level upon conversion. Shareholder approval of issuances beyond 1,997,130 shares was received on November 4, 1997. Further, the Company has the right, upon notice to the holders, to redeem any Convertible Notes submitted for conversion at a price of $2.75 or less at 125% of the principal amount of such Convertible Notes. The Convertible Notes pay interest at 7% payable quarterly and on conversion or at redemption in cash or Common Stock, at the Company's option. In the event that a registration statement covering the shares underlying the Convertible Notes has not been declared effective within 90 days or 180 days after the issuance of the Convertible Notes, the interest rate on the Convertible Notes shall be increased to 18% and 24%, respectively, from those dates until such a registration statement becomes effective. The value, totaling $4,718,750, of the discounted conversion feature on the notes and the value of the warrants has been accounted for as additional interest via a debit to debt discount and a credit to paid-in-capital. The debt discount has been calculated as the fixed discount from the market at the date of sale based upon the common stock's trading price of $4 per share on August 13th. This interest is being amortized over the three year life of the debt. During the third quarter $206,849 was amortized and recorded as interest expense.