To: Mama Bear who wrote (2582 ) 9/3/1998 10:09:00 PM From: RockyBalboa Read Replies (1) | Respond to of 18998
GMGC Series C Convertibles... ... are floorless and contain a hefty PP for potential acquirers. "The number of shares is calculated by dividing the liquidation preference by the lesser of ($19.45 or the avg of the four lowest closing bids of stock prices within 20 trading days)." Which yield just more stock for a given amount of preference.www4.edgar-online.com (This is the last S-3 from Jul 23 - part of the Risk Factors) POTENTIAL DILUTIVE EFFECTS. The number of shares of Common Stock which may be issued upon conversion of the Series B Shares is dependent upon the trading price of the Common Stock at the time of conversion. If the lowest sales price of the Common Stock in the five trading days prior to conversion is less than $3.53, the number of shares of Common Stock issuable upon conversion of the Series B Shares will increase. The number of shares of Common Stock which may be issued upon conversion of the Series C Shares is also dependent upon the trading price of the Common Stock at the time of conversion. If the sales price of the Common Stock decreases, the number of shares of Common Stock issuable upon conversion of the Series C Shares will increase. According to the 10-k from Aug 14 (States the Series C Conversion) >>>> "Subject to adjustment in certain circumstances, each share of Series C preferred stock is convertible into shares of the Company's common stock at a conversion rate obtained by dividing the liquidation preference by the lesser of $19.49 or the average of the four lowest closing bid prices per share of the Company's common stock for the 20 trading days prior to the conversion date which, as of June 30, 1998, was $10.77. As of June 30, 1998, a total of 2,938,000 shares of the Company's common stock were issuable upon the conversion of the Series C preferred stock and associated warrants, representing 6.8% of the Company's outstanding common stock and common stock equivalents on a fully diluted basis. However, with limited exceptions, the Series C preferred stock is not convertible into common stock until five months after the date of issuance. In certain circumstances (including upon a change of control transaction, the transfer of substantially all of the assets of the Company, or a tender offer made to and accepted by holders of more than 50% of the outstanding common stock of the Company), the holders of Series C preferred stock may require the Company to redeem any or all of the then outstanding Series C preferred stock at 130% of the liquidation preference and, in more limited circumstances (relating to the registration and listing of the common stock of the Company issuable upon conversion of the Series C preferred stock and the Company's timely conversion of such shares), may require the Company to redeem any or all of the then outstanding Series C preferred stock at the greater of 130% of the liquidation preference or the then applicable closing bid price per common share equivalent. Upon submission of Series C preferred stock for conversion at a conversion price of less than $5.00, the Company has the option to redeem any or all of such shares at 110% of the liquidation price. <<<< One word about a msg I received from Kurt.techstocks.com He states: "But, GMGC is not highly leveraged. Look at the balance sheet." I think, not only the German "Handelsgesetzbuch", but also the GAAP classifies preferred (stock) with adherent repayment claims still as "debt" and not as equity as long it is not converted. Greetings Christian