Alex a SB-2 was filed with the SEC...
That should be OK, more for you to buy. <g>
SB-2: This form may be used by "small business issuers" to
register securities to be sold for cash. This form requires less
detailed information about the issuer's business than Form S-1.
Proposed
Proposed Maximum
Proposed class of Maximum Aggregate Amount of
securities to be Amount to be Offering Offering Registration
registered Registered{(1)} Price{(5)} Price Fee
----------------- --------------- ---------- ---------- ------------
Common Stock, par value $0.001 ("Common Stock") Underlying 7% Convertible
Debentures 5,111,904{(2)} $ 2.50{(5)} $ 12,779,760 $ 3,872.66
Common Stock to be issued upon the exercise of
warrants 750,000{(3)} $ 2.50{(5)} $ 1,875,000 $ 568.18
Common Stock underlying
Secured Promissory Note 2,750,000{(4)} $ 2.37{(4)} $ 6,517,500 $ 1,974.80
Total 8,611,904 $ 21,172,260 $ 6,415.64*
*Of this amount, $4,260.60 was paid by wire transfer on February 5, 1998, and
$180.24 was paid by wire transfer on February 6, 1998.
(1) Includes an indeterminate number of shares of Common Stock that may be
issuable to prevent dilution resulting from stock splits, stock dividends and
conversion price or exercise price adjustments, which are included pursuant to
Rule 416 promulgated under the Securities Act of 1933.
(2) Based on the aggregate amount of principal on the 7% Convertible
Debentures (the "Debentures") and accrued interest for one year in the
aggregate amount of $350,000. The Debentures convert at the lower of $3.47 per
share or, (i) prior to April 22, 1998, 85% of the average closing bid price of
a share of Common Stock for the five trading days prior to conversion (the
"Conversion Average Price"), or (ii) from April 22, 1998 through May 21, 1998,
82.5% of the Conversion Average Price, or, (iii) after May 22, 1998 to December
22, 2002, 80% of the Conversion Average Price. The Debentures may be converted
into shares of Common Stock at the option of holder in whole or in part as
follows: (i) 33% of the aggregate principal amount of the Debentures may be
converted prior to the earlier of April 21, 1998, or the effectiveness of this
registration statement, (ii) 66% of the aggregate principal amount of the
Debentures may be converted from April 22, 1998 through May 21, 1998, and (iii)
the balance of the aggregate principal amount of the Debentures may be
converted thereafter. For the sole purpose of calculation of the registration
fee, the average price of a share of Common Stock is based upon the average
high and low price of approximately $2.50 per share as reported on the NASD OTC
Bulletin Board on February 5, 1998. The Company is contractually required to
register 200% of the number of shares of Common Stock the Debentures, and
interest thereon, are convertible into, as of February 6, 1998.
(3) Includes 250,000 shares of Common Stock underlying warrants with an
exercise price of $3.00 per share and 250,000 shares of Common Stock underlying
warrants with an exercise price of $4.00 per share. Also includes 250,000
shares of Common Stock underlying warrants with an exercise price of $2.43 per
share.
(4) Represents the number of shares of Common Stock that may be issued upon
the conversion of a credit facility agreement ('Credit Facility') and secured
promissory note ("Note") dated as of July 1, 1997. The Note may be converted
at the option of the holder, into shares of Common Stock in an amount equal to
80% of the trading price of a share of Common Stock on the date an advance of
funds was made pursuant to the Credit Facility. Assuming the full conversion
of $5 million of principal and $500,00 in interest, the Note would convert into
2,750,000 shares based on a conversion price of $2.00 per share. (Based on 80%
of average market price of $2.50 per share.) However, for the sole purpose of
calculation of the registration fee, the per share price is based upon the
average high and low price of $2.37 per share of Common Stock of InnovaCom on
April 9, 1998, as reported on the NASD OTC Bulletin Board under the symbol
"MPEG." |
