To: Q. who wrote (2169 ) 4/8/1999 11:18:00 PM From: Ocote Read Replies (1) | Respond to
John,tel-com.net yahoo.marketguide.com freeedgar.com NS status.yahoo.marketguide.com "). Effective May 19, 1997, the Company issued to the Reporting Person (i) 180,000 shares of Common Stock (the "New Shares"), (ii) a Secured Convertible Debenture in the principal amount of $2,000,000 ("Debenture"), and (iii) warrants ("Warrants") to purchase (a) 500,000 shares of Common Stock at an exercise price of $5.00 per share, and (b) 500,000 shares of Common Stock at an exercise price of $1.00 per share (all of the 1,000,000 shares of Common Stock underlying such Warrants are collectively referred to as the "Warrant Shares"). The New Shares, the Debenture and the Warrants were issued pursuant to the terms of a Debt Restructuring Agreement ("Restructuring Agreement") dated effective May 19, 1997, in connection with the restructuring of indebtedness evidenced by a promissory note dated February 23, 1996, in the principal amount of $2,000,000 issued by the Company. The Debenture matures and is payable in full on May 19, 1998, subject to optional extension by either the Company or the Reporting Person on certain terms and conditions. The Debenture is convertible into shares of Common Stock ("Debenture Shares") at any time prior to payment at a conversion rate which is equal to the lesser or (i) $0.50 per share, or (ii) the average of the closing "bid" prices for the Company's Common Stock as quoted on NASDAQ for the five days immediately preceding the date of conversion.
