To: Mr. Pink who wrote (32056 ) 4/12/1999 8:36:00 AM From: Joe Copia Read Replies (2) | Respond to of 33268
And to think that this S3/a is dated April 1, 1999edgar-online.com Our Future Success Depends on the Success of Unproven Be There! Products Our Objectives are Dependent on Developing Relationships with A Strategic Partner We Will Likely Need Additional Capital to Sustain Our OperationsWe Have a History of Operating Losses and Expect to Have Continued Losses The Inability to Protect Our Proprietary Technology Could Reduce Our Competitive Advantage We are Currently Involved in A Patent Infringement Lawsuit Our Dependence on Third Party Suppliers Increases Potential Shipment Delays and Other Risks Our Financial Condition and Operating Results Could be Adversely Affected If We Do Not Manage Inventory We Could Be Adversely Affected If Our Products Fail to Meet FCC and Other Regulatory Standards We Could Lose Our Nasdaq National Market ListingWe May Not Have Sufficient Capital If We Are Required to Redeem the Outstanding Preferred Stock Under certain circumstances, we could be required to redeem a total of 2,500 shares of Series D, E and F preferred stock that are currently outstanding, with a total stated value of $2,500,000. If we are required to redeem the preferred stock, we may not have sufficient cash available to effect the redemption. The holders of the outstanding preferred stock have the right to require us to redeem their shares of preferred stock for cash, at 120% of stated value, plus accrued dividends, if any of the following happens: . our board agrees to sell the company or the Be There! product line to another company, or our board consents to the tender offer of our shares by another company; . this registration statement is not declared effective by the SEC before May 16, 1999; . this registration statement can not be used to permit the sale of the shares issuable upon conversion of the preferred stock; . we voluntarily terminate the listing of our shares on the Nasdaq National Market; . we fail to deliver shares of common stock upon conversion of the preferred stock; or . we file for bankruptcy. In addition, if our common stock is delisted from the Nasdaq National Market, and we fail to pay required penalties to the holders of the preferred stock, then the holders of the preferred stock can require us to redeem their shares of preferred stock. If we are required to redeem the preferred stock, we would most likely be forced to attempt to quickly find other sources of financing. If we could find such financing at all, it is not likely that such financing would be on favorable terms. The inability to find financing or the terms of such unfavorable financing and our resulting lack of liquidity could force us to discontinue portions or all of our operations. Joe PTG&LI !!!