Blackstar,
Further down in the report...
4.04 CAPITAL STRUCTURE OF ZULU-TEK. ZULU-tek represents and warrants to ENHANCED that as of the date of this Agreement, the authorized capital stock of ZULU-tek consists of 150,000,000 shares of capital stock, including:
(a) ZULU-TEK COMMON STOCK. 100,000,000 shares of Common Stock, $0.001 par value per share, of which 47,579,910 were issued and
outstanding at March 2, 1998, 10,753,037 were reserved for
issuance under certain options and contractual agreements, including the conversion of Series B Preferred Stock described below, and none were held as treasury stock;
(b) SERIES A PREFERRED STOCK. 2,000,000 shares of Series A Preferred Stock, of which 374,800 shares are issued and outstanding as of the date hereof, which shares of Series A Preferred Stock entitle
the holders to a per share preferential payment of $1.00 plus accrued and unpaid dividends;
(c) SERIES B PREFERRED STOCK. 3,000,000 shares of Series B Preferred Stock, $1.00 stated value per share, which shares are convertible at the option of the holder into an aggregate of 7,333,334 shares of ZULU-tek Common Stock on February 6, 1998 (4,000,000 shares), May 6, 1998 (2,000,000 shares), and August 6, 1998 (1,333,384
shares);
(d) SERIES C PREFERRED STOCK. 15,000 shares of Series C Preferred Stock of which 10,209 shares are currently outstanding and 1,891 shares are currently reserved for or being issued to former
stockholders of Softbank Interactive Media, Inc. ("SIM") as listed on Exhibit 4.04;
(e) SERIES D PREFERRED STOCK. 1,000,000 shares of ZULU-tek Preferred Stock par value $.01 per share and a stated value of $12.00 per share, authorized for issuance in connection with this Agreement,
of which 1,000,000 shares are to be issued to ENHANCED pursuant
to this Agreement and the terms and designations of which are set
forth in Exhibit 4.04; and
(f) SERIES E PREFERRED STOCK. 1,000,000 shares ($1,000,000.00 in stated value) of Series E Preferred Stock, which has been negotiated but not formally authorized for issuance or issued in
exchange for the common stock of SIM now held by two parties who
will receive the Series E Preferred, inter alia, in lieu of 1,666
shares of the Series C which the party would otherwise receive.
The ZULU-tek Common Stock and the Series A Preferred Stock are voting shares, each entitling the holders to one vote for each share held and no other classes of preferred stock have been designated or issued as of the date hereof. Except as required by law or the terms of such series, the Series B, Series C and Series D Preferred Stock are non-voting stock, and the Series E
Preferred Stock, if issued, will be a voting class only after conversion into ZULU-tek Common Stock. The Certificate of Designation filed in the state of Utah correctly set forth the terms of the ZULU-tek Class A, B, C and D Preferred Stock which is outstanding or to be issued hereunder. Except as set forth on Exhibit 4.04 as of the date of this Agreement, there are no outstanding options, warrants or other rights, subscriptions, options, calls, rights, warrants,
convertible securities, unsatisfied preemptive rights or other agreements or commitments of any character obligating ZULU-tek to issue (or reserve for issuance) or to transfer or sell any shares of its capital stock of any class and ZULU-tek covenants that it will not enter into arrangements between the date hereof and March 1, 1999 which would result in more than 65,000,000 outstanding shares of ZULU-tek Common Stock on a fully diluted basis, except as set forth in
Section 7.04 hereof.
Aleta |
