To: Brian who wrote (1145 ) 1/5/1999 1:48:00 AM From: chester lee Read Replies (1) | Respond to of 19428
Brian, If Auric will not spoon feed you, I will. Read it slowly (and several times) if necessary. Before you point you the error of my ways, you may consider checking out the 10-Q from 12-15-98. As long as you are there, you may consider reading the various S-3's and S-3/A's before opening you mouth and vomiting non sense.sec.gov In May 1998, the Company issued 8,000 shares of Series C preferred stock with a $.01 par value and a $1 liquidation value receiving net proceeds of $7,420. The Series C Preferred Stock does not bear dividends and the holders are not entitled to vote. Each share of Series C Preferred Stock is convertible into common shares at the earlier of 90 days from issuance or the date the underlying common shares issuable upon conversion are registered. For any conversion before November 11, 1998 the conversion price is the lesser of (i) 86% of the average of the three lowest closing bid prices for the common stock during the 22 days immediately prior to conversion, and (ii) 200% of the average closing bid price for the common stock during the 22 days immediately prior to the May 14, 1998 issuance date (or $7.99 on a post reverse split basis). The conversion price after November 10, 1998 is the lesser of (i) above, (ii) above, and the average closing bid price for the common stock during the period of 22 trading days immediately prior to November 10, 1998 ($5.81). Any shares of Series C preferred stock unconverted as of May 14, 2001 are subject to mandatory conversion at the then conversion price. In no event shall a conversion result in a holder owning, or deemed to beneficially own, more than 4.99% of the then issued and outstanding common stock of Osicom. Osicom has the right to redeem the then outstanding shares of Series C Preferred Stock at 116.28% of face value if the average closing bid price for the common stock is less than $10.50 during any period of ten consecutive trading days. On November 6, 1998, the Company notified the holder of 2,760 shares of the Series C preferred stock that it had assigned the Company's right to redeem 2,000 of the shares to a non-affiliate and that the Company intended to redeem the remaining 760 shares. The holder disputed the Company's right of assignment and redemption and filed a lawsuit against the Company. On December 3, 1998, in resolution of that dispute, the Company withdrew its notice of redemption with respect to the 760 shares, and agreed to convert the redemption value of these shares at the conversion price in effect of $5.81 into 151,738 shares of the Company's common stock. Additionally, the holder agreed to transfer its remaining 2,000 shares of Series C preferred stock to the new holder in return for the new holder's payment of $2,500. In consideration of the $2,500 paid by the new holder, and in consideration for the acceptance of new terms with respect to the conversion and other features of the Series C preferred stock, the Company has agreed to issue an additional 500 shares of Series C preferred stock to the new holder. The new terms include a conversion price which is the lesser of $8.53 or 86% of the average closing bid for the five days immediately preceding conversion, limitation on conversions during the 150 days following registration of the underlying common shares, and the ability of the Company to delay conversions at prices below $5.00 in return for 1% cash payments per month. During the quarter ended October 31, 1998 the Company issued 767,131 shares of common stock in conversions of 1,540 shares of Series C preferred stock. Chester