To: Bruce Rozenblit who wrote (2075 ) 2/15/1998 8:11:00 PM From: rl Read Replies (1) | Respond to
I wonder sometimes what shareholders believe is good news. SALV has filed an 8-K for a Reg D private placement. The papers call for, amongst many other things, the sale of 1,500 Preferred shares at $1,000; conversion rights of this Preferred into common @ $.33 or 80% of the trading price, whichever is less; conversion to common will be 25% in 90 days, 25% in 120 days, 25% in 150 days and the rest in 180 days; the common must be registered within 30 days of closing at each milestone; a right to repeat the same transaction within 9 months or pay a fee of $250,000; 1 million warrants (750,000 saleable immediately) @ market (these shares must be held in reserve; 7.5% of the principal received by SALV goes to the "Placement Agent" ($112,500); the strategic alliance, merger talk only is significant in that the investor gets $250,000 and loses the right to a 2nd private placement if such event happens; the placement agent is Moishe Bagdon, representing the investor Biscount Oversea Ltd., Zurich, Switzerland, Joseph Owadeyah, signator; SALV must hold in reserve 150% of the aggregate number of shares that would possibly be involved in the conversion of the Preferred using th date of the S-3 for pricing (approximately 8-12 million shares); late payment fees if the company does not deliver freely tradeable stock within three days of notice from investor of conversion, that minimally amount to $4,000 per day and rise to amost $40,000 per day; liquidation or bankruptcy means the owners of Preferred get back the value of their investment plus 6% before any other shareholder or creditor gets any thing; if there are insufficIent funds or assets to cover this debt to the Preferred owners, the Preferred share owners receive the "entire assets and funds that are available."
