To: The Swordsman who wrote (27670 ) 5/7/1999 4:07:00 PM From: Mylan Hart Read Replies (1) | Respond to of 44908
NEWS TSIG.com Files Registration Statement Pursuant to Terms of Convertible Debenture Agreement May 7, 1999 03:54 PM ST. PETERSBURG, Fla.--(BUSINESS WIRE)--May 7, 1999--On May 7, 1999, TeleServices International Group TSIG , known as TSIG.com, filed a registration statement under Form SB-2 with the Securities and Exchange Commission to register (1) approximately 49 million shares of common stock that certain security holders have acquired or may acquire upon conversion of up to $5.2 million of convertible debentures and (2) approximately 1.5 million shares from the exercise of warrants. The company was required to file this registration statement pursuant to the terms of the Registration Rights Agreements under the several Debenture Purchase Agreements. The company would have to issue some or all of these shares, unless the debenture holders elect not to convert their debentures or the company arranges to prepay the debentures with other proceeds. The funding will support the company's new business direction in the eBusiness market. The number of shares registered assumes, conservatively, a conversion price of only $0.10 per share for debentures not yet converted. If the debentures were to be converted when the stock price of TSIG.com is at today's level or higher, the company would have to issue many fewer shares than the company has included in the registration statement. For example, if TSIG.com's stock were trading at $3.00 and the debentures were convertible at a 30% discount, then the company would have to issue approximately 2.5 million shares (and not 49 million) for a financing of $5.2 million. To date, TSIG.com has approximately 80,000,000 shares outstanding of the 100,000,000 authorized shares. Because the number of shares the company may have to issue when debentures are converted depends on the market price of the common stock, we may be required to issue more shares than we have authorized. To increase the number of authorized shares requires shareholder approval. The company is considering calling a special shareholders' meeting to do this before it has issued all the authorized shares. "This convertible debenture financing has been critical in helping TSIG.com build its infrastructure and support its growth into the eBusiness market," said Robert Gordon, chairman and CEO of TSIG.com. "As a result, we expect to generate significant revenues and profits by the fourth quarter. If we achieve even our most conservative business goals, we would expect the debentures to be converted into far fewer shares than we have registered, if in fact they are ever converted at all." About TSIG.com Headquartered in St. Petersburg, Florida, TSIG.com provides outsourced products and services to help companies quickly and easily build an online presence. TSIG.com's proven offerings include pre-packaged Web storefronts, industry-leading customer service and support, and innovative marketing programs to build and retain site traffic. This gives companies everything they need to have a Web store without the excessive startup costs, complex support issues, lengthy implementation schedules and customer service problems associated with creating and maintaining e-commerce sites today. The company recently launched myMusicCard.com, an online site utilizing all of the company's products and services, at mymusiccard.com . For more information on TSIG.com, please visit the company's website at tsig.com . This press release contains "forward-looking statements" within the meaning of Section 27A of the 1933 Securities Act and Section 21E of the 1934 Securities Exchange Act. Actual results could differ materially, as the result of such factors as (1) competition in the markets for online services, for the products and services sold by the company, and for outsourced teleservices, (2) the ability of the company to execute its plans, (3) the availability of financing at favorable terms, (4) the vagaries of the securities markets and the unpredictability of stock prices, and (5) other factors detailed in the company's public filings with the SEC.