from scedule 14-A We also may prepay the Term Note in full or in minimum parts
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Oct 27, 2009 01:20PM
ownership of greater than 5% of the our Series D preferred stock (subsequently converted to common stock in December 2007 through which Mr. Polis continued as a related party through ownership of greater than 5% of our outstanding common stock). At April 1, 2007 we owed Davric $952,967 on a 7.5% Convertible Term Note (“Term Note”). Stated monthly principal and interest payments were $15,000 in April 2007 increasing to $30,000 starting in December 2007 and $50,000 starting in December 2008 with maturity November 30, 2009. We may, subject to certain limitations, elect to make monthly installment payments either in cash or in shares of common stock (“Monthly Installment Shares”). Monthly Installment Shares are valued at the arithmetic average of the closing prices for the last five trading days of the applicable month without discount. Installment note payments must be paid in cash if the computed average price is less than $0.10 per share. Subject to certain notice periods and other limitations, the balance of the Term Note is convertible by Davric at $0.30 per common share and we may elect to call the Term Note for mandatory conversion if the closing sale price of our common stock is at least $0.40 per share for ten consecutive trading days. We also may prepay the Term Note in full or in minimum parts of $50,000 on ten-day notice. The Term Note may be subordinate to certain future senior indebtedness as defined in the Term Note. We are not obligated to register the Monthly Installment Shares or any shares issuable on conversion of the Term Note. During fiscal 2008 we made $240,000 of principal and interest payments through the issuance of 1,623,808 restricted shares of common stock reducing the principal balance to $780,065 at March 31, 2008. Interest expense paid on the Term Note for the year ended March 31, 2008 was $107,098. During fiscal 2009 we made two monthly payments totaling $60,000 in cash and ten monthly payments aggregating $380,000 by issuing 3,018,331 restricted shares of common stock reducing the principal balance to $387,234 at March 31, 2009. Interest expense paid on the Term Note for the year ended March 31, 2009 was $47,169.