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Biotech / Medical : PE Biosystems (PEB) -- Ignore unavailable to you. Want to Upgrade?

To: PuddleGlum who wrote (10)	1/22/1998 1:41:00 AM
From: fut_trade	Respond to of 122

S-3 filed yesterday. freeedgar.com Peter THE MERGER Pursuant to the Merger Agreement, on January 22, 1998, Merger Sub was merged with and into PerSeptive, and each outstanding share of PerSeptive Common Stock was converted into 0.1926 of a share of Common Stock. As a result of the Merger, PerSeptive became a wholly-owned subsidiary of the Company. The Merger is being treated as a "pooling of interests" for accounting and financial reporting purposes. USE OF PROCEEDS Assuming the Warrants are exercised in full, the Company will receive aggregate proceeds in the amount of approximately $5,972,358, before deducting estimated expenses of approximately $67,492. Any proceeds to the Company from the issuance of any shares of Common Stock upon exercise of the Warrants will be used by the Company for general corporate purposes. The Company will not receive any proceeds from the conversion of Convertible Notes. PLAN OF DISTRIBUTION The shares of Common Stock offered hereby are issuable upon exercise of the Warrants or upon conversion of the Convertible Notes. Set forth below is a summary of certain terms of the Warrants and Convertible Notes relevant to such exercise or conversion. ... EXERCISE. Each class of Warrants provides that Warrants of such class may be exercised in whole or in part (provided that Class C Warrants may be exercised in part only in increments of 100 shares) at any time or from time to time during the exercise period with respect thereto. The exercise may be effected by the presentation and surrender of the Warrants at... ... EXERCISE PRICES; EXPIRATION OF WARRANTS. The following table sets forth with respect to each class of Warrants: (i) the exercise price per share of PerSeptive Common Stock in effect prior to the Merger, (ii) the aggregate number of shares of PerSeptive Common Stock into which all Warrants of such class were exercisable prior to the Merger, (iii) the adjusted exercise price per share of Common Stock which became effective as a result of the Merger, (iv) the aggregate number of shares of Common Stock into which all Warrants of such class became exercisable as a result of the Merger and (v) the expiration date with respect to such class of Warrants. EXERCISE TOTAL SHARES TOTAL SHARES PRICE PER OF PERSEPTIVE ADJUSTED OF COMMON SHARE OF COMMON STOCK EXERCISE PRICE STOCK ISSUABLE PERSEPTIVE ISSUABLE PER SHARE OF FOLLOWING THE CLASS OF WARRANTS COMMON STOCK BEFORE MERGER COMMON STOCK MERGER EXPIRATION DATE -------------------------- ------------- -------------- -------------- -------------- ---------------------- Class C Warrants.......... $ 7.31 40,000 $ 37.95 7,704 March 15, 1999 Class E Warrants.......... 33.00 41,875 171.34 8,065 December 31, 1998 Class F Warrants.......... 7.62 100,000 39.56 19,260 October 1, 2002 Class G Warrants.......... 12.66 279,330 65.73 53,799 September 11, 2003