To: slipnsip who wrote (2266 ) 3/1/1998 6:06:00 PM From: Ray Read Replies (1) | Respond to of 18444
Hi all. I am a new SI Member, long NETZ, and this is my first post. In response to David Hurbanis' earlier analysis, I want to discuss the Class A & B pfd shares mentioned in the S&P Report on NETZ. I have copied the pertinent definitions of these classes below. The tortuous legal wording can easily be misinterpreted. "@Closely held. Ser. A Pfd. shs. are not entitled to dividends. Ser. A Pfd.shs. are entitled to $1 per sh. in liquidation. Convertible into Com. into the number of Com. shs. obtained by dividing $1 by the then lowest bid price per sh.(but not less than $0.05 per sh.) for the Com. stock during the 90 day period immediately preceding the date of conversion, which will be after the first quarter in which the company's gross revenues on an annualized basis exceed $20 million ; an underwritten public offering of not less than $10 million; registration of Com. stock into which the Ser. A Pfd. shs. are convertible; August 1, 1998 (with respect to one-half of the shs.); August 1, 1999 (with respect to the one-half of the shs.); and August 31, 1998, if on that date there is not an effective registration statement covering all the shs. of Ser. A Pfd.stock; and upon occurrence of certain specific events. "a Closely held. Ser. B Pfd. shs. are not entitled to dividends. Convertible to Com. shs. on the basis of $1 million Ser. B Pfd. shs. are convertible into Com. at $0.25 per sh.; $1 million at $0.50 per sh.; and $1 million at $0.75 per sh." First, Series B: A simple point. The wording of description "a", if it is correct, says that $3 million is the purchase price of the 3 million Series B pfd shares., or a dollar a share. Now, Series A: The wording of description "@" is a disgrace. The worst aspect of the description is that it does not make clear if the conversion conditions are exclusive ("or"), inclusive ("and"), or a mixture of both. I take the word "and" (used just before "August 31, 1998" and also just before "upon occurrence of certain") to mean that ALL the conditions are inclusive - that is, they must all be satisfied. If I am right, then I believe the earliest conversion date for the Series A shares is August 1, 1998 (and then only one-half of them). Who knows what the lowest bid price will be in the 90 day period prior to the first of August? Probably far above the $0.15 David assumed. I surely hope so, at least. So, I think the additional number of common shares after conversion will be much less than David estimated. Any other interpretations of "@"? Ray Bowman