To: Shadow who wrote (2073 ) 2/14/1998 12:24:00 PM From: Shadow Read Replies (1) | Respond to of 3369
I've been read the latest filing trying to understand it. 1. Biscount Overseas Limited as purchased 1500 preferred shares at $1000 each total is $1.5 million. They can be converted to common shares. 2. They have the option to buy 1500 more shares on or before Sept 26. I'll copy this next part right out of the filing. First, if the closing bid price of the Common Stock is equal to or greater than $0.60 (as adjusted) for five consecutive trading days, the Company may give notice to the Investor that the election option will expire within 30 days. Second, if the Company enters into a strategic alliance or merger, the Investor's election option may be revoked immediately by the Company, subject to the payment by the Company to the Investor of a termination fee of $250,000, payable in cash or Common Stock. The criteria for conversion are complicated and I'm not sure I understand them but in a worst case it amounts to 4.4 million new shares.(common stock) I think there are some good points here. If SDS were on the rocks, nobody would invest $1.5 million in its stock preferred or common. If I read this right SDS already has the cash, the deal was done on Jan 26. At its current burn rate, $1.5 million will keep them running for most of 1998. With income from all the sales we keep hearing about they might even come up with enough cash to start the FDA approval proccess. The part about the second option is interesting, particularly the part about alliances and mergers. Does anyone know if that is a standard clause in an 8K filing? From reading the filing , I think this whole deal will blow up in their faces if the reverse split doesn't happen, but I'm not good enough at legalese to be sure. This is my take on this filing Bad points - more dilution Good points- working capital for the rest of the year. To me the most significant part is this. Biscount Overseas Limited (whoever they may be) is privy to information we don't have. They just wrote SDS a check for $1.5 million. You don't put that kind of money on a dead horse!