To: Sir Auric Goldfinger who wrote (602 ) 5/4/1999 8:28:00 PM From: Rajiv Respond to of 4443
These numbers are not necessarily accurate. Everyone is advised to verify them on their own - # of outstanding shares (Dec 31, 1998) - 15,046,409 Preferred Stock - Series A outstanding - 206,844 (Par value - $10) Terms - The Series A Preferred pays cumulative dividends semi-annually at an annual rate of $0.50 per share and is payable in additional shares of Series A Preferred until February 15, 2000. At any time after February 15, 1998, each holder of shares of Series A Preferred will have the right to convert each share of Series A Preferred into: (i) ten shares of Common Stock; and (ii) one two-year warrant to purchase three shares of the common stock, par value $0.01 per share, of UTTC(TM) (the "UTTC(TM) Common Stock"), with an exercise price of $0.75 per share, subject to adjustment. Possible dilution - 206,844*(10+3) = 2,688,972 shares Series B outstanding - 582,500 (Par value - $10) Terms - The Series B Preferred pays cumulative dividends semi-annually at an annual rate of $0.90 per share. At any time after June 30, 1998, each holder of shares of Series B Preferred has the right to convert each share of Series B Preferred into: (i) six shares of Common Stock; and (ii) one two-year warrant to purchase two shares of UTTC(TM) Common Stock, with an exercise price of $0.75 per share, subject to adjustment. Possible dilution - 582,500 * (6+2) = 4,660,000 shares Series C oustanding - 0 Series D outstanding - 0.428 (Par value - $1,000,000) Terms - The conversion price of the Series D Preferred is an amount equal to 75% of the average closing bid price per share over the five days preceding the conversion date (the "Market Price"). Series E outstanding - 1.263 (Par value - $1,000,000) Terms - the conversion price of the Series E Preferred is 80% of the Market Price. Each of the Series D Preferred and Series E Preferred (i) ranks pari passu with the other authorized Preferred Stock of the Company and (ii) is entitled to a cumulative dividend of 8% per annum on its respective liquidation preference. A sizable chunk of Series D and Series E has been converted at around 1-1.125/share. Assuming that the rest was converted after Dec 31, 1998 at around 1.75 - Possible dilution from conversion (D & E) - 1,000,000 (approx) Oustanding Options (need not be vested) for 450,000 shares at an average of $6.28 for 5,170,000 shares at an average of $1.92 Total outstanding options for 5,620,000 shares at an average of $2.27 Warrants Outstanding - 3,232,500 (this # is unconfirmed) at $5.85 each There are some other warrants (not significant in #) which might have already been converted and accounted in the # of outstanding shares at the end of last year. ASTN can put shares for $10,000,000 Terms - The Put price per share is an amount equal to 85% of the average of the lowest bid prices of such Common Stock over the seven day period beginning three days before and ending three days after the Company gives notice of a Put. The Private Equity Investors are not obligated to purchase any Put shares unless, among other things, (i) the Registration Statement is effective, (ii) the Company is listed and its Common Stock is trading on a national exchange or quotation system, (iii) the closing bid price of the Common Stock on the day immediately preceding such purchase is at least $1.50 per share, and (iv) the Common Stock has traded at an average volume of at least 25,000 shares a day for the thirty trading days preceding such purchase. If warrant exercise is forced, it is very unlikely that ASTN will put shares to the preferred equity investors. Continued in the next post - #reply-9321531 Regards. Rajiv