To: David E. Meyer who wrote (264 ) 3/8/1998 4:20:00 PM From: David E. Meyer Read Replies (1) | Respond to of 1096
8k filing --- Recent Equity Financing As of February 20, 1998, the Company has completed the sale of 2,200 shares of Series 6 Convertible Preferred Stock and 1,425 shares of Series 7 Convertible Preferred Stock to investors in private placement transactions, receiving aggregate net proceeds of $3,255,500 from the financing. Such financing proceeds have been used for the carrying of inventory and receivables and for reduction of accounts payable, increasing the Company's working capital base in order to sustain the Company's higher level of revenues and operations. As provided in the Certificates of Designation for the Series 6 and Series 7 Convertible Preferred Stock, such shares have a liquidation preference of $1,000 each, are non-voting, and carry a dividend of $50.00 per year, payable semi-annually. At the election of the Company, dividends may be paid in shares of Common Stock, priced at the five-day average closing bid price of common shares prior to the dividend record date. Shares of Series 6 and Series 7 Preferred Stock are convertible into Common Stock at a conversion price equal to 75% of the five-day average closing bid price per share of Common Stock immediately prior to conversion. The Company may call such shares for redemption at a price equal to 133% of the liquidation preference of the shares. The Company is obligated to register for public sale the shares of Common Stock issuable to holders of Series 6 and Series 7 Convertible Preferred Stock, and expects to file with the Securities and Exchange Commission a registration statement in which such shares are included. The Company will file a Certificate of Designation authorizing up to 1,500 shares of Series 8 Convertible Preferred Stock, which will contain terms and conditions similar to those governing shares of Series 6 and Series 7 Convertible Preferred Stock. The Company has received a written commitment to purchase 25 Series 8 shares at a price of $1,000 per share. Could this be why price is depressed? What do you think??? Dave Meyer