here's more fun stuff (excerpts from the 14A filed today).
1. Only holders of record of the Company's Common Stock, $.0001 par value (the "Common Stock"),
Note that the par value is one penny. Important later.
2. in October 1997, the Company raised approximately $9,000,000 in a
transaction with Combination, Inc. ("Combination") whereby Combination
exercised warrants to acquire 3,000,000 shares of the Company's common stock.
As an incentive for exercising those warrants, Combination received a warrant to acquire an additional 3,000,000 shares
1/2 price sale!!!
3. In December 1997, the Company raised approximately $6,000,000 in a
transaction with CC Investments, LDC ("CCI"), whereby CCI exercised warrants to acquire 2,000,000 shares of the Company's common stock. As an incentive for exercising those warrants, CCI received a warrant to acquire 1,500,000 shares of the Company's common stock.
1/4 price sale!!!
4. In February and March 1998, the Company raised gross proceeds of $30,000,000 through the sale of 30,000 shares of its 5% Cumulative Convertible Preferred Stock, Series 7, at a stated value of $1,000 per share (the "Series 7 Preferred Stock") and warrants to acquire 5,059,561 shares of the Company's common stock.
Getting preferred dividends and 5MM more warrants.
5. In March 1998, the Company raised approximately $13,700,000 in a transaction with RGC International Investors, LDC ("RGC") whereby RGC exercised warrants to acquire 4,500,000 shares of the Company's common stock. As an incentive for exercising those warrants, RGC acquired at par value an additional 2,355,525 shares of the Company's common stock
Gave away 2.3MM shares for a penny a piece.
6. Also in March 1998, the Company raised approximately $5,000,000 in a transaction with Combination, Inc. ("Combination") whereby Combination exercised, or caused to be exercised, warrants to acquire approximately 2,000,000 shares of the Company's common stock. As an incentive for having those warrants exercised, Combination acquired at par value approximately 693,000 additional shares
693K shares at one penny each.
7. In April 1998, the Company raised approximately $11,700,000 in a transaction with Fletcher whereby Fletcher exercised a warrant to acquire 5,000,000 shares of the Company's common stock. As an incentive for exercising that warrant, Fletcher acquired at par value an additional 1,696,429 shares
1.6MM free shares.
8. important for its stockholders to understand that to achieve a turn-around of the Company, significant capital is needed to fund losses
To fund losses? There's a good investment.
9. POTENTIAL CONSEQUENCES IF RATIFICATION AND APPROVAL ARE NOT PROVIDED----de-list its shares
Guess you guys ought to vote with mgmt on this one.
10. Edward L. Marinaro............................ 268,281(2) *
Edwin L. Harper............................... 109,300(3) *
90% of these shares are options. They actually own less stock than you do!!!
11. Fletcher subsequently sold the 1,500,000 shares.
Fletcher converted all of its Series 3 preferred shares for a total of 2,478,999 shares of Common Stock, which shares have been sold
Who bought those shares? Fidelity? I think not.
TIME TO BAIL BEFORE IT'S TOO LATE. THIS IS THE WORST SEC FILING I HAVE EVER READ (SINCE THE LAST ONE THEY FILED).
They are giving away the shares for a penny a piece. And then the buyers turn around and sell them to you for $3.00.
Sounds kindof shady to me.
Good luck.
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