Yes, there are 10 holders of the convertible debentures. The other seven in the list have other types of holdings.
Common Stock
Beneficially Owned
on October 31,1998
(1)
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Shares That May Be
NAME SHARES PERCENT Offered Hereunder
---- ------ ------- ------------------
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<S> <C> <C> <C>
Maslo Fund Ltd. (2) 830,000 7.94 830,000
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Wayne Invest & Trade Inc. (2) 830,000 7.94 830,000
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Chesterfield Capital Resources Ltd. (2) 830,000 7.94 830,000
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Star High Yield Investment Management 830,000 7.94 830,000
Corporation (2)
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Sloanes Trading Corp. (2) 830,000 7.94 830,000
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DENEX International, Ltd. (2) 830,000 7.94 830,000
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Sholem Liebenthal (2) 830,000 7.94 830,000
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Shiya Edel (2) 830,000 7.94 830,000
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BITUSWISS, S.A. (2) 830,000 7.94 830,000
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Burstein & Lindsay Securities Corp. (2) 830,000 7.94 830,000
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David Stefansky (3) 85,300 * 85,300
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Richard Rosenblum (3) 85,300 * 85,300
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Vincent Calicchia (4) 11,000 * 11,000
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Anthony Soich (5) 1,000 * 1,000
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Trautman Kramer & Company, Inc. (6) 57,900 * 57,900
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Krieger & Prager (7) 50,000 * 50,000
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Wall and Broad Equities (8) 70,000 * 70,000
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* Less than 1%
(1) As required by SEC regulations, the number of shares shown as
beneficially owned includes shares which could be purchased within 60
days after October 31, 1998. The actual number of shares of Common
Stock beneficially owned is subject to adjustment and could be
materially more or less than the estimated amount indicated depending
upon factors which cannot be predicted by the Company at this time,
including among others, the market price of the Common Stock prevailing
at the actual date of conversion of Debentures and exercise of
Warrants. -26-<PAGE>
(2) Beneficial ownership is based upon the conversion of all of the
Debentures and exercise of all of the Warrants and based on the lower
of the average of the closing bid prices of Common Stock for each of
the 30 trading days immediately preceding October 28, 1998 or $16.00.
If all Debentures held by such Selling Shareholders had been issued and
converted on October 31, 1998 (assuming a price of $1.00 per share of
Common Stock) and all Investor Warrants had been exercised and,
assuming two years interest at 8% being paid in Common Stock, the
Company would have been obligated to issue 8,300,000 shares of Common
stock in respect thereto. The actual number of shares of Common Stock
issued or issuable upon the conversion of the Debentures and exercise
of the Investor Warrants is subject to adjustment and could be
materially less or more than such estimated amount depending on factors
that cannot be predicted by the Company at this time, including, among
others, the future market price of the Common Stock. However, each
holder of the Debentures has agreed contractually not to convert the
Debentures or exercise the Investor Warrants to the extent that such
conversion or exercise would result in such holder and its affiliates
beneficially owning more than 9.99% of the then outstanding Common
Stock unless at such time the Company is in default under any provision
of the Debentures or under the relevant Securities Purchase Agreement
between the Company and such holder, or any of the agreements
contemplated therein. The Company may be required to issue shares in
excess of 8,300,000 in certain circumstances. For a further description
of the Debentures, see "Risk Factors--Debentures, Warrants and Options;
Potential Dilution and Adverse Impact on Additional Financing."
(3) Includes 1,800 shares of Common Stock issued to Trautman Kramer in
connection with the Private Placement and 83,500 shares of Common Stock
issuable upon the exercise of warrants issued in connection with
Trautman Kramer's services to the Company as Placement Agent in the
Private Placement. The exercise prices are 5,500 warrants at $16.00,
8,000 at $24.00 and 70,000 at $2.00, each exercisable for five years
from issuance. Mr. Stefansky and Mr. Rosenblum are affiliates of
Trautman Kramer.
(4) Includes 11,000 shares of Common Stock issuable upon the exercise of
warrants issued in connection with Trautman Kramer's services to the
Company as Placement Agent in the Private Placement. The exercise price
for 1,000 warrants is $24.00 and for 10,000 shares is $2.00, and the
warrants are exercisable for five years from issuance. Mr. Calicchia is
an affiliate of Trautman Kramer.
(5) Includes 1,000 shares of Common Stock issuable upon the exercise of
warrants issued to an individual in connection with the Private
Placement. The exercise price is $24.00, and the warrant is exercisable
until June 30, 2003.
(6) Includes 3,900 shares of Common Stock issued to Trautman Kramer in
connection with the Private Placement and 57,900 shares of Common Stock
issuable upon the exercise of warrants issued in connection with
Trautman Kramer's services to the Company as Placement Agent in the
Private Placement. The exercise prices for the warrants are 9,000
shares at $16.00, 15,000 at $24.00 and 30,000 at $2.00, each
exercisable for five years from the date of issuance.
-27-<PAGE>
(7) Includes 50,000 shares of Common Stock issuable upon the exercise of
warrants issued to a designee of Trautman Kramer in connection with the
Private Placement. The exercise price is $2.00, and the warrant is
exercisable for five years from the date of issuance.
(8) Includes 70,000 shares of Common Stock issuable upon the exercise of
warrants issued to a designee of Trautman Kramer in connection with the
Private Placement. The exercise price is $2.00, and the warrant is
exercisable for five years from the date of issuance.
sec.gov |
