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Microcap & Penny Stocks : WR, LB and Friends. NO HYPESTERS OR SCAMMERS -- Ignore unavailable to you. Want to Upgrade?

To: Wayne Rumball who wrote (7217)	4/14/1999 8:22:00 AM
From: Wayne Rumball	Read Replies (2) \| Respond to of 13776

JVWBW warrant info; Warrants. The Warrants are comprised of Class A Warrants, Class B Warrants and Class C Warrants. The Class A Warrants are being issued in connection with the Distribution, the Class B Warrants will be issued in connection with the exercise of the Class A Warrants, and the Class C Warrants will be issued in connection with the exercise of the Class B Warrants. The Class A Warrants, the Class B Warrants and the Class C Warrants feature identical rights other than as indicated herein. The Warrants will be issued in registered form under a warrant agreement (the "Warrant Agreement") between the Company and American Stock Transfer & Trust Company as warrant agent (the "Warrant Agent"). The following summary of the provisions of the Warrants is qualified in its entirety by reference to the Warrant Agreement, a copy of which is filed as an exhibit to the registration statement of which this Prospectus is a part. Each Warrant will be separately transferable and will entitle the registered holder thereof to purchase one share of Common Stock, subject to adjustment as described below. A Class A Warrant may be exercised for a period of three years after the Registration Statement of which this Prospectus is a part becomes effective. A Class B Warrant and a Class C Warrant may be exercised for a period of three years after it is issued. Subject to adjustment as described below, the purchase price for shares of Common Stock acquired pursuant to exercises of the Warrants shall be $1.00 per share in the case of the Class A Warrants, $2.00 per share in the case of the Class B Warrants, and $5.00 per share in the case of the Class C Warrants. The exercise price and the number of shares of Common Stock issuable upon the exercise of each Warrant are subject to adjustment in the event of a stock dividend, recapitalization, merger, consolidation or certain other events. Any or all of the Warrants may be redeemed by the Company at a price of $.01 per Warrant, upon the giving of not less than 30 days' nor more than 60 days' written notice at any time after the date of this Prospectus, provided that (depending on the market in which the Common Stock is traded) the closing bid price, closing sales price or average of the closing bid and closing ask prices has been at least $1.25 (in the case of a Class A Warrant), $2.35 (in the case of a Class B Warrant) and $5.50 (in the case of a Class C Warrant), on each of the ten (10) consecutive trading days ending on the third (3rd) day prior to the day on which the redemption notice is given. The right to purchase the Common Stock represented by the Warrants so called for redemption will be forfeited unless the Warrants are exercised prior to the date specified in the foregoing notice of redemption. A holder may exercise Warrants by surrendering the certificate evidencing the Warrants to the Warrant Agent, together with the form of election to purchase on the reverse side of such certificate properly completed and executed and the payment of the exercise price and any transfer tax. Upon exercise of a Class A Warrant, the exercising holder shall be issued two Class B Warrants without the payment of any additional consideration, and upon exercise of a Class B Warrant, the exercising holder shall be issued one Class C Warrant also without the payment of any additional consideration. Warrant holders will not have any voting or other rights as stockholders of the Company unless and until some Warrants are exercised and shares issued pursuant thereto. If fewer than all of the warrants evidenced by a warrant certificate are exercised, a new certificate will be issued for the remaining number of warrants. Holders of the Warrants may sell the Warrants if a market exists rather than exercise them. However, there can be no assurance that a market will develop or continue as to the Warrants. For a holder to exercise a Warrant, there must be a current registration statement on file with the Commission and various state securities commissions. The Company will be required to file post-effective amendments to the registration statement when events require such amendments. While it is the Company's intention to file post-effective amendments when necessary, there is no assurance that the registration statement will be kept effective. If the registration statement is not kept current for any reason, the Warrants will not be exercisable, and holders thereof may be deprived of value. Moreover, if the shares of Common Stock underlying the Warrants are not registered or qualified for sale in the state in which a Warrant holder resides, such holder might not be permitted to exercise the Warrants. If the Company is unable to qualify the Common Stock underlying the Warrants for sale in certain states, holders of the Warrants in those states will have no choice but to either sell the Warrants or allow them to expire. For the life of the Warrants, the holders thereof are given the opportunity, at nominal cost, to profit from a rise in the market price of the Common Stock of the Company. The exercise of the Warrants will result in the dilution of the then book value of the Common Stock of the Company held by the public investors and would result in a dilution of their percentage ownership of the Company. The terms upon which the Company may obtain additional capital may be adversely affected through the period that the Warrants remain exercisable. The holders of these Warrants may be expected to exercise them at a time when the Company would, in all likelihood, be able to obtain equity capital on terms more favorable than those provided for by the Warrants. The Company has authorized and reserved for issuance a number of underlying shares of Common Stock sufficient to provide for the exercise of the Warrants. When issued, each share of Common Stock will be fully paid and nonassessable.