To: blake1 who wrote (881 ) 1/24/1998 7:10:00 PM From: JanyBlueEyes Read Replies (1) | Respond to
Preferred Stock Modifications to be voted on at the Feb Shareholder Meetingholders of the outstanding shares of Class A Preferred Stock will be entitled to convert their shares of Class A Preferred Stock into shares of Common Stock when the first of the following events occur:Current Status: The Earnings Test : The Company's pre-tax net operating income (before interest expense) exceeds $20,000,000 for 2 consecutive years .not include any "Extraordinary Revenues or Earnings" generated by:Trigger Price : The closing bid quotation of the Common Stock on the NASDAQ, or any other national exchange, being at least $46.67 on 30 consecutive trading days at any time prior to December 31, 1998 (the "Stock Test").Changes To Be Voted On At The Feb. Shareholder Meeting: Earnings Test : In December 1997,........ recognizing the potential benefits to the Company......and in order to properly incentivize Mrs. Macfarlane, the holder of the Class A Preferred Stock ...... the Earnings Test should be modified......to delete from the Earnings Test the exclusion of Extraordinary Revenues and Earnings for purposes of calculating the Company's pre-tax net operating income .Trigger Price : Trigger Price should be adjusted so that it shall equal the price determined (by multiplying the Trigger Price by a fraction) if any of the following occur :
