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Technology Stocks : Innovacom (MPEG), [announced single chip MPEG-2 encoder] -- Ignore unavailable to you. Want to Upgrade?

To: R KIEFHABER who wrote (5582)	6/9/1998 7:14:00 PM
From: DiViT	Read Replies (1) \| Respond to of 6297

THE OFFERING JNC is offering for resale shares of the Company's Common Stock issuable upon conversion of 7% Convertible Debentures in the aggregate principal amount of $5 million (the "Debentures") and interest thereon. 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 21, 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 the 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. The Debentures have a term of five (5) years, expiring December 22, 2002 (the "Due Date"), and any amounts of principal and accrued interest, not previously converted or prepaid, on the Debentures automatically converts into shares of Common Stock on the Due Date. In addition, JNC is offering for resale shares of Common Stock issuable upon exercise of the Warrants, as defined below, by the holder thereof. JNC may acquire 250,000 shares of Common Stock at an exercise price of $3.00 per share and may acquire an additional 250,000 shares of Common Stock at an exercise price of $4.00 per share (collectively, referred to as the "Warrants"). Cardinal is offering for resale 250,000 shares of Common Stock issuable upon exercise of warrants at an exercise price of $2.43 per share (the "Additional Warrants"). No assurance can be given that any of the Warrants or Additional Warrants will be exercised. The Debentures and Warrants were issued to JNC pursuant to a private placement completed on December 22, 1997, and the Additional Warrants were issued to Cardinal in consideration for investment advisory services provided in connection with such private placement. MicroTechnology is offering for resale shares of the Company's Common Stock issuable upon conversion of a Promissory Note in the aggregate principal amount of up to $5 million (the "Note") and interest thereon. The Note was issued in connection with a credit facility agreement, in any amounts not to exceed $5 million ("Credit Facility"). 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. The Note and Credit Facility expire on June 30, 1998. As of March 31, 1998, the amount of principal and accrued interest outstanding under the Note and Credit Facility was $4,181,422 and may convert into 1,742,358 shares of Common Stock at an average conversion price of $2.40. The shares of Common Stock issuable upon conversion of the Debentures (including accrued interest thereon), upon exercise of the Warrants and Additional Warrants and the Note (including accrued interest thereon) (the "Shares") may be sold in a secondary offering by the holders thereof pursuant to this Prospectus. The Company will not receive any proceeds from the resale of the Shares by the Selling Stockholders. <PAGE>10 Pursuant to the terms of the private placement with JNC and the Credit Facility with Micro Technology, the Company is contractually required to register the shares of Common Stock issuable upon the conversion of the Debentures and payment of interest thereon and upon the exercise of the Warrants. sec.gov