To: Mama Bear who wrote (2743 ) 9/8/1998 9:49:00 PM From: Kurthend Respond to of 18998
Barbara, Here is my take on the convertibles (a quick synopsis) from what I have read over the months. I take no responsibility for the actual numbers as I have no notes in front of me and I am too lazy to dig through the SEC site to get specifics. You may disagree, but all of the below is IMO. I will have to look at my notes, but I believe the worst case scenario is around 49 million shares outstanding (current shares outstanding is around 29 million) : Series A-Series A are for MSFT. The conversion rate is $1.24 which is a fixed rate. Series B-Series B was sold to a group who specializes in these type of convertible stock offerings. These shares are convertible at the lower of $3 a share or 85% of the of the common stock price at the time of conversion. The total face amount of these shares was I believe around $7,000,000. Using $3/share as a base, this issue was convertible into @ 2.3 million common shares. (A word of note, that when the Series C preferred stock was issued, $2,500,000 of the face value of these shares could or would be converted and thus I believe $4.5 million could then be exchanged for an amount of 1.5 million shares at the max if the stock were to reach as low as $3 per share). IMO, it would be difficult for a single entity with only 1.5 million shares at stake to short the stock below $3 considering the future potential of GMGC. The risk would be enormous for this group if they tried to push the price of the stock down to $3, especially if GMGC comes out with much anticipated news concerning resellers, telecos, European contracts, etc. The upside far outways the downside at the current price (IMHO). Series C-Series C is convertible at either $19.5 a share (based on the date of the price of the stock at the time of the offering) or at a premium of 135% of the market price at conversion. This is for funding for I believe $32 or $35 million. The stock can't be converted prior to the end of November, 1998 and any conversion is limited to 4.99% of the total outstanding stock of the company at the time of a conversion. So, the max price is around $19 and the min price is around $5 (1.7 million shares / 6.4 million shares). Also, a maximum of 25% of the shares can be sold each month. This will help the dilution factor in terms of spreading the dilution over a miminum of 4 months. IMO, this group of investors would be better off at either an extremely high price or extremely low price. All of the above is IMO and I am not a financier. Just a poor dirt farmer who is trying to make money in the market. All of the above is also just a basic overview. I stand by my remarks that the convertibles are not floorless. Take care and thanks for your previous notes, Kurt