RE: Delta -EL/Paul
posted on
Mar 13, 2005 12:12PM
I wonder what percent of posts are related to edig?
I post an analysis of the Series EE conversion attempting to discuss the discrepancy of the shares converted at $.177 instead of $.19 as listed in the Shareholder Alert last November and I get zero responses.
I guess no one cares how many outstanding shares we end up with, maybe many think it has nothing to do with earnings!
Subject: SERIES EE Conversion-Very Confusing
From richardo
PostID 387729 On Saturday, March 12, 2005 (EST) at 4:47:57 PM
--------------------------------------------------------------------------------
I don`t understand the calculations used in determining the conversion. The Shareholder Alert, referenced below, mentions a minimum per share calculation of $.19.
The funds received amounted to $1,750,000. At $.19 the total amount of shares should have been 9,210,526 based on the Alert. According to Parksides post, below, they received 9,954,647 or a share price of approximately $.1776 each, which is below the stated amount in the edig communication.
The following are re-posted of prior messages:
Subject: BASSO CAPITAL MGMT / 13G Filed
From parkside
PostID 387392 On Thursday, March 10, 2005 (EST) at 6:30:46 PM
________________________________________
Noticed filing from yesterday. Are these convertible shares issued now converted from our friendly financiers / hedge fund. Or, a recently acquired position?
BASSO PRIVATE OPPORTUNITY HOLDING FUND LTD.
BASSO MULTI-STRATEGY HOLDING FUND LTD.
BASSO CAPITAL MANAGEMENT, L.P. (``BCM``)
BASSO ASSET MANAGEMENT, L.P. (``BAM``)
9,854,647 shares of Common Stock represents 5.6% outstanding.
Howard Fischer
Philip Platek
John Lepore
Dwight Nelson
Subject: RE: BASSO CAPITAL MGMT / 13G Filed
From richardo
PostID 387432 On Thursday, March 10, 2005 (EST) at 9:41:18 PM
Response To: deBeer PostID 387410
________________________________________
If you go back to the Shareholders Alert dated November 19, 2004 you see why they have chosen to convert the Series EE to common stock. The maximum price may have been $.25 however certain conditions on the average stock price prior to conversion would allow them to convert at $.19, the minimum amount.
I believe those conditions were recently met, in fact at 85% of the average would have given them a lower price if the minimum had not been established.
For reference an excerpt follows detailing the equation used in the agreement.
The stated dollar amount of Series EE Stock, is convertible into fully paid and nonassessable shares of Common Stock at a conversion price of $0.25 per share which is fixed for the first 90 days following the original issue date, and commencing 90 days following the original issue date, the conversion price shall equal the lower of (i) $0.25 and (ii) 85% of the average of the volume weighted average price per share during the ten consecutive trading days immediately preceding the conversion date. However, the conversion price shall not be below $0.19 except as may be subsequently modified as a consequence of any future issuance by the Company of common stock priced below $0.19 during the term of the Series EE Stock. The Series EE Stock shall be subject to automatic conversion on November 18, 2006 subject to certain conditions.
OZ