To: advinfo who wrote (1500 ) 6/7/1999 5:22:00 PM From: Sir Auric Goldfinger Respond to of 4443
Most stinky:"On April 2, 1998, we entered into a Private Equity Line of Credit Agreement (the "Line of Credit"), with certain of the Company's stockholders (the "Line of Credit Stockholders"), among others. Pursuant to the Line of Credit, we were granted put rights allowing us to cause the Line of Credit Stockholders to purchase up to $13,000,000 in common stock at certain intervals, and at certain volumes and prices so long as required conditions are met, of which there can be no assurance. The number of shares to be purchased by the Line of Credit Stockholders is determined by a conversion formula in the Line of Credit. In addition, the Line of Credit Stockholders and the Placement Agent for the Line of Credit acquired warrants to purchase, in the aggregate, 600,000 shares of common stock at prices to be determined in the Line of Credit. In connection with these and other offerings, Adirondack Capital, L.L.C. received $200,000 and an option to purchase 600,000 shares of common stock at an exercise price of $1.875 per share for its services in structuring the investments. K. Ivan F. Gothner, the managing director of Adirondack, is a director of the Company. Mr. Gothner has served on our Board of Directors since 1997. We have agreed to reimburse Mr. Gothner for his out-of-pocket expenses incurred in connection with his service as a board member. In addition, we are obligated to pay Adirondack additional compensation in the amount of 5% of the proceeds received each time we exercise put rights. As of the date of this prospectus, Adirondack has been paid $587,500 pursuant to these arrangements. At the time of our IPO, Mr. Gothner was managing director of the Representative. In that capacity, he was assigned a portion of the Representative's Warrants issued in connection with our IPO."