SELLING SECURITY HOLDERS (details)
All of the Security Holders' Shares to which this Prospectus relates may be sold by Selling Security Holders who have acquired or will acquire such shares from the Company previously or will acquire such shares upon the exercise of currently exercisable options and warrants. The Company will not receive any of the proceeds from sales of such shares by Selling Security Holders, but will receive the exercise price upon the exercise of options or warrants by Selling
Security Holders.
All costs, expenses and fees in connection with the registration of the Security Holders' Shares will be borne by the Company. All brokerage commissions, if any, attributable to the sale of Security Holders' Shares by Selling Security Holders will be borne by such Selling Security Holders.
The Selling Security Holders are offering hereby a total of 2,561,409 shares of Common Stock. The following table sets forth the name of each person who is a Selling Security Holder, the number of securities owned by each such person at the time of this offering and the number of shares of Common Stock such person will own after the completion of this offering. The following table assumes the exercise of all options and warrants beneficially owned by each such
security holder.
[Table of Selling Security Holders: See next posting for fixed font formatting of table of sellers]
(1) Includes (i) shares issuable upon exercise of all options and warrants based on current conversion prices and formulas (some of which are subject to adjustment based on market fluctuations) for which the underlying shares of Common Stock are being offered hereby (ii) shares issuable upon exercise of all options, warrants, Exchangeable Preferred Stock and Series A Preferred, based on current conversion prices and formulas provided such securities are exercisable within the sixty days commencing on the date of the Prospectus and (iii) shares that have been registered on previous registration statements but have not been sold as of April 15, 1998.
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(2) Gives effect to the sale of all the shares of Common Stock being offered hereby.
(3) Shares being registered hereby include 100,000 shares issuable upon exercise of stock options at an exercise price of $2.50 per share.
Shares not offered in this Offering include 1,382,271 shares issuable upon conversion of Series A Preferred and 250,000 shares issuable upon exercise of options at an exercise price of $2.50 per share.
(4) William C. Samuels is the President, Chief Executive Officer and Chairman of the Board of the Company. The shares being registered hereby include 525,000 shares issuable upon exercise of incentive stock options at an exercise price of $1.50, 350,000 shares of which are currently exercisable. Shares not offered in this Offering include 2,341,334 shares of common stock owned by the Washington Post Company and 206,598 shares owned by Dr. Michael
Freeman which are subject to a voting trust agreement with Mr.
Samuels.
(5) David Reese is an Executive Vice-President of the Company. The shares being registered hereby consist of 330,000 shares issuable upon exercise of incentive stock options at an exercise price of $1.50, 220,000 of which are currently exercisable.
(6) Bruce Crowley is an Executive Vice-President of the Company. The shares being registered hereby consist of 201,000 shares issuable upon exercise of incentive stock options at an exercise price of $1.50, 134,000 of which are currently exercisable.
(7) The Registration Rights and Exchange Agreement, dated as of August 9, 1996, by and among, inter alia, the Company, Elliott Associates, L.P., Westgate International, L.P. (absent certain permitted waivers by such Selling Security Holders) limits the exchange rights of such Selling Security Holders to the extent that the maximum number of aggregate shares of Common Stock held by such Selling Security Holders and their affiliates after such exchange of Preferred Stock would exceed 4.9% of the then total issued and outstanding shares of the Company's Common Stock following such
exchange.
(8) The shares being registered hereby consist of 91,534 shares issuable exercise of warrants at an exercise price of $1.71 per
share and 81,421 shares issuable upon exercise of warrants at an exercise price of $1.70 per share. Shares held prior to the offering include 165,353 shares of common stock owned by Elliot Associates, L.P. and 1,743,403 shares issuable upon exchange of the Exchangeable Preferred Stock, based on the sales price of 1 3/8 per share of the Company Common Stock as of April 15, 1998. The actual number of shares of Common Stock issuable upon exchange of the Exchangeable Preferred Stock is subject to adjustment based the market price of the Common Stock.
(9) The shares being registered hereby consist of 93,971 shares issuable exercise of warrants at an exercise price of $1.59 per
share. Shares held prior to the offering include 87,174 shares of
common stock owned by Westgate International, L.P. and 1,733,803
shares issuable upon exchange of shares of the Exchangeable Preferred Stock, based on the sales price of 1 3/8 per share of the Company Common Stock as of April 15, 1998. The actual number of shares of Common Stock issuable upon exchange of the shares are subject to adjustment based the market price of the Common Stock
(10) Shares being registered hereby consist of 11,817 shares issuable upon exercise of options exercisable at a price of $1.50.
(11) Shares being registered hereby consist of 25,000 shares issuable upon exercise of options exercisable at a price of $1.50. Shares not offered in this Offering include currently exercisable options to purchase up to 46,000 shares as $1.50 per share.
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(12) Shares being registered hereby consist of 25,000 shares issuable upon exercise of options exercisable at a price of $1.50. |
