<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------------------------
FORM 8-K
CURRENT REPORT
--------------------------------------
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): February 14, 1997
THE WENDT-BRISTOL HEALTH SERVICES CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware 0-11656 22-1807533
(State or other jurisdiction (Commission File Number) (I.R.S. EIN)
of incorporation)
Two Nationwide Plaza, Suite 760, Columbus, Ohio 43215
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (614) 221-6000
NO CHANGE
(Former name or former address, if changed since last report)
<PAGE> 2
Item 9. Recent Sales of Unregistered Securities.
(a) Date: February 14, 1997.
Title: 1) Series 1 Registered Bonds.
2) Series 1 Warrants.
Amount: 1) A series of thirty-three
(33) bonds totalling Five
Million Swiss Francs (Fr
5,000,000.00) in the
following denominations:
(i) Bond No.1 = 1
Million Swiss
Francs
(Fr 1,000,000.00)
(ii) Bonds No. 2 and
No. 3 = Five
Hundred Thousand
Swiss Francs
(Fr 500,000.00)
(iii) Bonds No. 4 - No.
33 = One Hundred
Thousand Swiss
Francs
(Fr 100,000.00).
2) Warrants to purchase a
total of Three Hundred
Thousand (300,000) shares
of common stock of The
Wendt-Bristol Health
Services Corporation at a
rate of Two Dollars (US
$2.00) per share evidenced
by thirty-three (33)
certificates in the
following amounts:
(i) Warrant No. 1
exercisable into
Sixty Thousand
(60,000) shares
(ii) Warrants No.2 and
No. 3 each
exercisable into
Thirty Thousand
(30,000) shares
(iii) Warrants No. 4 -
No. 33 each
exercisable into
Six Thousand
(6,000) shares.
3) The Company converted the
Five Million Swiss Francs
(Fr 5,000,000.00) into
Three Million Four
Hundred Seventeen Thousand
and xx/100 Dollars (US
$3,417,000.00).
(b) No underwriter. The bonds and warrants were sold
to European investors.
(c) The total offering price for the bonds was Five
Million Swiss Francs (Fr 5,000,000.00) with no
underwriting discounts or commissions.
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The warrants are exercisable at a price of Two
Dollars (US $2.00) per share of common stock with no
underwriting discounts or commissions.
(d) The exemption relied upon is Regulation S. Both the
bonds and the warrants were sold in an offshore
transaction to European investors and were issued in
the name of a Swiss bank. Therefore, the transaction
complied with the requirement that the offer not be
made to a U.S. person and that the buy order be
originated when the purchaser is outside of the
United States. Additionally, no directed selling
efforts were engaged in, since no activities with the
potential to condition the United States' market for
the sale of the securities were conducted.
Furthermore, the sales qualify for Regulation S's
second safe harbor, as the issuer is a reporting
issuer and has met all the offering restrictions
imposed by the safe harbor. Namely, the certificates
are properly legended as required by Regulation S
(see Section 1.5 of the bonds and Section 1.6 of the
warrants attached hereto as exhibits) and inform the
holder of the transactional requirements imposed
during the restricted period. Additionally, as is set
forth in section (e) below, certain conditions were
imposed upon the exercise of the warrants, as
required by Section 902(m) of Regulation S.
(e) There are no terms of conversion or exercise for the
bonds. The warrants provide that the registered owner
may, on or after March 27, 1997, from time to time,
exercise the warrants to purchase fully paid and
nonassessable shares of Common Stock of The
Wendt-Bristol Health Services Corporation at a price
of Two Dollars (US $2.00) per share, provided the
registered owner is outside the United States upon
exercise. Additionally, the registered owner must
provide written certification that the purchaser is
not a "U.S. person" as defined in Section 902(o) of
Regulation S and that the warrant is not being
exercised on behalf of a "U.S. person." In the
alternative, the written opinion of counsel to the
effect that the warrant and underlying securities are
exempt from registration or have been registered may
be provided.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
THE WENDT-BRISTOL HEALTH
SERVICES CORPORATION
Dated: February 28, 1997 By: /s/ Sheldon A. Gold
--------------------------------
Sheldon A. Gold, President
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------------------------
FORM 8-K
CURRENT REPORT
--------------------------------------
THE WENDT-BRISTOL HEALTH
SERVICES CORPORATION
--------------------------------------
EXHIBITS
--------------------------------------
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT PAGE NO.
------- --------
<S> <C> <C> <C>
1 Series 1 Bond dated February 14, 1997, by and 6
between The Wendt-Bristol Health Services Corporation
and Societe Generale Bank & Trust, or registered
assigns, with Schedule 1
2 Series 1 Warrant dated February 14, 1997, by and 11
between The Wendt-Bristol Health Services Corporation
and Societe Generale Bank & Trust, or registered
assigns, with Schedule 1
</TABLE>
5
<PAGE> 1
EXHIBIT 1
THE WENDT-BRISTOL HEALTH SERVICES CORPORATION
5.0% BOND DUE FEBRUARY 14, 2002
ARTICLE I
Promise to Pay; Interest; Payment Terms
1.1 FOR VALUE RECEIVED, The Wendt-Bristol Health Services Corporation
(the "Company"), a Delaware corporation, promises to pay to Societe Generale
Bank & Trust (the "Holder") or registered assigns, the sum of One Million Swiss
Francs (1,000,000), and promises to pay interest on the principal amount of this
Bond at the rate of 5.0% per annum from the issuance date hereof until paid. The
Company will pay interest quarterly on March 31, June 30, September 30 and
December 31 of each year, commencing on March 31, 1997, and at maturity.
Interest will be computed on the basis of a 360-day year of twelve 30-day
months. If not sooner paid in accordance with the terms hereof, the principal of
this Bond shall be due and payable on February 14, 2002, at which time the
Holder shall surrender this Bond against payment. The Company's obligation to
pay interest on the principal hereof shall cease on February 14, 2002 if this
Bond is not so surrendered. The Company will pay both principal and interest in
Swiss Francs.
1.2 The Company may, with 90 days notice, prepay this Bond, in whole or
in part, without premium or penalty.
1.3 This Bond is one of a series of Bonds issued by the Company and
designated as Series 1.
1.4 Any payment of interest or principal which is due on a day that is
not a business day in the United States of America shall be payable on the next
following business day.
1.5 THIS BOND HAS NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES
AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933 (THE "ACT"). THE HOLDER
OF THIS BOND PRIOR TO MARCH 27, 1997 CAN RESELL THIS BOND ONLY IF REGISTERED
UNDER THE ACT, PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE ACT, OR IN
TRANSACTIONS EFFECTED IN ACCORDANCE WITH THE PROVISIONS OF RULE 904 OF
REGULATION S ADOPTED UNDER THE ACT.
Additional provisions of this Bond are set forth on the reverse side of
this Bond.
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<PAGE> 2
THE WENDT-BRISTOL HEALTH SERVICES
CORPORATION , a Delaware corporation
By: /s/ Marvin D. Kantor
--------------------------------
Name: Marvin D. Kantor
Title: Chairman
Issue Date: February 14, 1997
1.6 The Company shall keep at its office a register in which the
Company shall provide for the registration of the Bond and for the registration
of transfer and exchange of this Bond. The holder of this Bond may, either in
person or by duly authorized attorney, surrender the same for registration of
transfer or exchange at the office of the Company and, without expense to the
Holder (except for taxes or governmental charges imposed in connection
therewith), receive in exchange therefor, a Bond in such denomination or
denominations as the Holder may request, dated as of the date to which interest
has been paid on the Bond so surrendered for transfer or exchange, for the same
aggregate principal amount as the then unpaid principal amount of the Bond so
surrendered for transfer or exchange, and registered in the name of such person
or persons as may be designed by the Holder. Each Bond presented or surrendered
for registration of transfer or exchange shall be duly endorsed, or shall be
accompanied by a written instrument of transfer, satisfactory in form to the
Company, duly executed by the Holder of this Bond so made and delivered in
exchange for this Bond shall in all other respects be in the same form and have
the same terms as this Bond. No transfer or exchange of this Bond shall be valid
unless made in the foregoing manner at such office in compliance with the
requirements of Regulation S adopted under the Act.
ARTICLE II
Negative Pledge
2.1 From the date hereof and continuing until such time as the Series 1
Bonds are paid in full, the Company shall not grant, nor permit The
Wendt-Bristol Companies, as defined in Section 2.2(a), to grant, any Lien, as
defined in Section 2.2(b), in or against the Identified Assets, as defined in
Section 2.2(c). Nothing herein, however, shall prohibit any Lien in or against
the Identified Assets which: (i) existed on or before date of this Bond, (ii)
non-consensual Liens which arise by operation of law or otherwise, such as by
way of example and not in limitation, liens arising in connection with workers'
compensation obligations, retirement plan obligations, unemployment insurance
obligations, tax liens, judgment liens, (iii) Purchase Money Security Interests,
as defined in Section 2.2(d) below, or (iv) Liens granted in substitution of any
Lien permitted herein, but only if the maximum amount secured does not exceed
the amount secured thereon immediately prior to the substitution.
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2.2 As used in this Bond:
(a) "The Wendt-Bristol Companies" shall mean The
Wendt-Bristol Company, Wendt-Bristol Home Health Care
Company, American Living Centers, Inc., American Care
Center, Inc., Ethan Allen Care Center, Inc., Health
America, Inc., Wendt-Bristol Diagnostics Company,
Wendt-Bristol Diagnostics Company, L.P.
(b) "Liens" shall mean security interests, liens or
encumbrances.
(c) "Identified Assets" shall mean, with respect to the
Company and each of The Wendt-Bristol Companies,
"Accounts," as defined in Section 1309.01(A)(15) of
the Ohio Revised Code, and "Inventory," as defined in
Section 1309.07 of the Ohio Revised Code. In
addition, in the event that the total outstanding
principal of all bonds issued as part of the Series 1
Bonds exceeds 5,000,000 Swiss Francs at any time, and
during the continuance thereof, then Identified
Assets shall also include "Equipment," as defined in
Section 1309.07 of the Ohio Revised Code. The Company
and each of The Wendt-Bristol Companies shall have
the right to grant Liens in and against the Equipment
at any and all times that the Equipment is not
included as Identified Assets, which Liens shall be
deemed to be existing as of the date of this Bond.
(d) "Purchase Money Security Interest" shall have the
meaning as set forth in Section 1309.05 of the Ohio
Revised Code.
2.3 This Bond, along with all bonds issued as Series 1 Bonds, are
general unsecured obligations of the Company limited to the principal amount and
accrued interest.
2.4 Notwithstanding anything herein to the contrary, each of the
Wendt-Bristol Companies shall have the right to sell Accounts pursuant to
existing agreements binding upon any Wendt-Bristol Company until the earlier of
(i) May 31, 1997, and (ii) the date upon which such existing agreements
terminate, provided, however, that until such termination the Company shall set
aside in a separate and segregated bank account from the proceeds of the Series
1 Bonds an amount equal to the estimated outstanding balance of advances
received under such agreements.
ARTICLE III
Default; Remedies; Miscellaneous
3.1 If the Company fails to pay any amount payable under this Bond
within 30 days after the Company receives written notice thereof from the Holder
setting forth such
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failure and demanding payment, the Lender may immediately exercise any right,
power or remedy permitted to the Lender by law or agreement.
3.2 A director, officer, employee or shareholder, as such, of the
Company shall not have any liability for any obligations of the Company under
this Bond or for any claim based on, or in respect or by reason of, such
obligations or their creation. The Holder by accepting this Bond waives and
releases all such liability. The waiver and release are part of the
consideration of the issuance of this Bond.
3.3 This Bond shall be governed by the laws of the State of Ohio
(U.S.A). This Bond embodies the entire agreement between the Company and the
Holder regarding the terms of the loan evidenced by this Bond, and supersedes
all oral statements and prior writings relating to that loan.
3.4 All notices, certificates, requests or other communications
hereunder shall be in writing and shall be deemed to be sufficiently given when
mailed by registered or certified mail, postage prepaid, and addressed to the
appropriate party at its address set forth below. The Company or the Holder may,
by notice given hereunder, designate any further or different addresses to which
subsequent notices, certificates, requests or other communications shall be
sent.
If to the Company The Wendt-Bristol Health Services Corporation
Two Nationwide Plaza
280 North High Street, Suite 760
Columbus, Ohio, 43215
U.S.A.
Attn: President
********************************************
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SCHEDULE 1
TO EXHIBIT 1
SERIES 1 BONDS
The terms and conditions of the Series 1 Bonds are identical to those
set forth in Exhibit 1, except for the amount of principal. The remaining bonds
were issued in the following amounts of principal:
1) Bonds No. 2 and No. 3 = Five Hundred Thousand Swiss Francs (Fr
500,000) each;
2) Bonds No. 4 - No. 33 = One Hundred Thousand Swiss Francs (Fr
100,000) each.
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<PAGE> 1
EXHIBIT 2
THE WENDT-BRISTOL HEALTH SERVICES CORPORATION
WARRANT TO PURCHASE COMMON STOCK
Registered Owner: Societe Generale Bank & Trust or its registered assigns
ARTICLE I
Terms of Warrant
FOR VALUE RECEIVED, The Wendt-Bristol Health Services Corporation, a
Delaware corporation (the "Company") grants the following rights to the
Registered Owner of this Warrant:
1.1 Issue. Upon tender to the Company (as defined in paragraph 1.5
hereof), the Company shall issue to the Registered Owner hereof the number of
shares specified in paragraph 1.2 hereof of fully paid and nonassessable shares
of Common Stock of the Company that the Registered Owner is otherwise entitled
to purchase.
1.2 Number of Shares. The number of shares of Common Stock of the
Company that the Registered Owner of this Warrant is entitled to receive upon
exercise of this Warrant is 60,000 shares, subject to the adjustments set forth
in Section 3.3.
1.3 Exercise Price. The exercise price of this Warrant, the price at
which the shares of stock purchasable upon exercise of this Warrant may be
purchased, is Two Dollars (US$2.00) per share, subject to the adjustments set
forth in Section 3.3.
1.4 Exercise Period. This Warrant may only be exercised in whole or in
part on or after March 26, 1997 and on or before February 14, 2002 ("Exercise
Period"). If not exercised during this period, this Warrant and all rights
granted under this Warrant shall expire and lapse.
1.5 Tender. The exercise of this Warrant must be accomplished by actual
delivery of the Exercise Price in cash, certified check, or official bank draft
in lawful money of the United States of America, and by surrender of this
Warrant. The payment in U.S. Dollars and Warrant must be delivered to the
offices of the Company and must comply in all respects with the Manner of
Exercise Requirements set forth in Section 3.1.
1.6 BOTH THE SECURITIES UNDERLYING THIS WARRANT AND THE WARRANT ITSELF
HAVE NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE
COMMISSION UNDER THE SECURITIES ACT OF 1933 (THE "ACT"). THE HOLDER OF THIS
WARRANT PRIOR TO MARCH 26, 1997 CAN TRANSFER THIS WARRANT ONLY IF REGISTERED
UNDER THE ACT, PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE ACT, OR IN
TRANSACTIONS
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<PAGE> 2
EFFECTED IN ACCORDANCE WITH THE PROVISIONS OF RULE 904 OF REGULATION S ADOPTED
UNDER THE ACT. THIS WARRANT MAY NOT BE EXERCISED AND CONVERTED INTO THE
UNDERLYING SECURITIES UNLESS THE PERSON EXERCISING THIS WARRANT PROVIDES WRITTEN
CERTIFICATION THAT HE, SHE OR IT IS NOT A "U.S. PERSON" AND IS NOT EXERCISING
THIS WARRANT ON BEHALF OF A "U.S. PERSON" AS THAT TERM IS DEFINED UNDER RULE 902
OF REGULATION S ADOPTED UNDER THE ACT OR PROVIDES WRITTEN OPINION OF COUNSEL TO
THE EFFECT THAT THIS WARRANT AND THE SECURITIES DELIVERED UPON EXERCISE HAVE
BEEN REGISTERED UNDER THE ACT OR ARE EXEMPT FROM REGISTRATION UNDER THE ACT.
Additional provisions of this Warrant are set forth on the reverse side
of this Warrant.
THE WENDT-BRISTOL HEALTH SERVICES
CORPORATION, a Delaware Corporation
By: /s/ Marvin D. Kantor
-------------------------------------
Name: Marvin D. Kantor
Title: Chairman
Issue Date: February 14, 1997
ARTICLE II
Terms of Ownership
2.1 Transfer. Except as otherwise provided herein, this Warrant and all
rights under it are transferable by the Registered Owner only on the books of
the Company upon surrender hereof to the Company and must be conducted in
compliance with the requirements of Regulation S adopted under the Act as then
in effect.
2.2 Recognition of Registered Owner. Prior to due presentment for
registration of transfer of this Warrant, the Company shall treat the Registered
Owner of this Warrant as its absolute owner for all purposes, as the person
exclusively entitled to receive notices concerning this Warrant, and as the
person otherwise entitled to exercise rights under this Warrant.
2.3 Limited Rights of Registered Owner. Nothing contained in this
Warrant shall be construed as conferring upon the Registered Owner the right to
vote or to receive dividends or to consent to or receive notice as a stockholder
in respect to any meeting of stockholders for the election of directors or upon
any matter submitted to stockholders at any meeting thereof, or to give or
withhold consent to any corporate action (whether upon recapitalization, issue
or reclassification of stock, change of par value or change of stock to no par
value, consolidation, merger or conveyance or otherwise), or to receive notice
of
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meetings, or to receive dividends or subscription rights, until such Registered
Owner shall have exercised such Warrant and been issued shares of Common Stock
in accordance with the provisions hereof.
2.4 Lost, stolen, mutilated, or destroyed warrants. If this Warrant
becomes lost, stolen, mutilated, or destroyed, the Company may, on whatever
terms and conditions to indemnify or others it may in its discretion impose,
issue a new Warrant of like denomination, tenor and date as the Warrant lost,
stolen, mutilated, or destroyed upon the surrender and cancellation thereof.
ARTICLE III
Terms of Exercise
3.1 Manner of Exercise Requirements. In order to validly exercise this
Warrant, the Registered Owner must comply with the following Manner of Exercise
Requirements:
(a) the Registered Owner must be outside of the United States of
America upon the exercise of the Warrant, the tender of the Exercise Price, the
surrender of the Warrant, and the receipt of the Common Stock; and
(b) the Registered Owner must provide either:
i) written certification that it is not a "U.S. person" as
defined in Section 902(o) of Regulation S and that this Warrant is not being
exercised on behalf of a "U.S. person;" or
ii) the written opinion of counsel to the effect that this
Warrant and the Common Stock delivered upon exercise hereof have been registered
under the Act or are exempt from registration thereunder.
3.2 Partial Exercise. If this Warrant is exercised at one time for less
than the maximum number of shares of Common Stock purchasable upon the exercise
hereof, the Company shall issue to the Registered Owner of this Warrant a new
warrant of like tenor representing the number of shares of Common Stock equal to
the difference between the number of shares purchasable upon full exercise of
this Warrant and the number of shares that were purchased upon the exercise of
this Warrant.
3.3 Effect of Corporate Transactions. The Exercise Price and number of
shares of Common Stock to be issued upon exercise of this Warrant as set forth
in Section 1.2 shall be subject to adjustment from time to time upon the
happening of the following events while this Warrant remains outstanding:
(a) If, at any time during the Exercise Period, there shall
be a merger or consolidation of the Company with or into another corporation, or
the liquidation of the
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Company, then, as part of such merger, consolidation or liquidation, lawful
provision shall be made so that the Registered Owner shall thereafter be
entitled to receive on the exercise of this Warrant the number of shares of
stock, other securities or property of the Company, or of the successor
corporation resulting from such merger or consolidation, to which the Registered
Owner would have been entitled on such merger, consolidation or liquidation as
if this Warrant had been exercised immediately before such merger, consolidation
or liquidation. In any such case, appropriate adjustment (as determined in good
faith by the Company's Board of Directors) shall be made in the application of
the provisions of this Warrant with respect to the rights and interest of the
Registered Owner after the merger, consolidation or liquidation so that the
provisions of this Warrant shall be applicable after such event, as near as
reasonably may be, in relation to any shares, other securities or property
deliverable after such event on the exercise of this Warrant.
(b) In case at any time during the Exercise Period, the
shareholders of the Company shall have received or shall have become entitled to
receive, without payment therefor:
(i) additional stock, other securities or property (other
than cash) by way of dividend,
(ii) any cash (excluding cash dividends payable solely out
of earnings or surplus of the Company), or
(iii) additional stock, other securities or property
(including cash) by way of spin-off, split-up,
reclassification, recapitalization, combination of
shares or similar corporate rearrangement;
other than as provided for in Section 3.3(a) or other than additional shares of
Common Stock issued as a stock dividend or in a stock-split as provided for in
Section 3.3(c), then, and in each such case, the Exercise Price shall be reduced
by the fair market value (as determined in good faith by the Company's Board of
Directors) of the portion of such stock, securities and property (including
cash) applicable to one share of Common Stock on the record date fixed for
determination of shareholders eligible to receive such items or, in the absence
of a record date, the date of distribution of such items.
(c) In case the Company shall at any time during the Exercise
Period (i) declare or pay any dividend on outstanding shares of Common Stock
payable in Common Stock of the Company, (ii) effect a subdivision of the
outstanding shares of Common Stock (by reclassification or otherwise than by
payment of a dividend of its Common Stock) or (iii) combine or consolidate the
outstanding shares of Common Stock into a lesser number of shares of Common
Stock, by reclassification or otherwise, then, and in each such case, the
Exercise Price in effect at the time of the record date for such dividend or of
the effective date of such subdivision, combination or reclassification, and the
number of such shares of Common Stock subject to this Warrant on such date,
shall be proportionately adjusted so that the Registered Owner shall be entitled
to receive the aggregate number of shares
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<PAGE> 5
of Common Stock which, if this Warrant had been exercised immediately prior to
such date at this Warrant then in effect, the Registered Owner would have owned
upon the exercise and been entitled to receive upon such dividend, subdivision,
combination or reclassification.
3.3 Fractional Shares. No fractional shares of Common Stock will be
issued in connection with any exercise of this Warrant hereunder but in lieu of
such fractional shares, the Company shall make a cash payment therefor upon the
basis of the Exercise Price then in effect.
3.4 Reservation of shares of Common Stock. The Company covenants that
it will at all times reserve and keep available out of its authorized but
unissued Common Stock, solely for the purpose of issue upon exercise of this
Warrant, through the close of business on the last day of the Exercise Period
such number of shares of Common Stock as shall then be issuable upon the
exercise of all outstanding Warrants. The Company covenants and agrees that all
shares of Common Stock that may be issued upon the exercise of this Warrant
shall, upon issuance, be duly and validly issued, fully paid and nonassessable,
and free from all taxes, liens and charges with respect to the purchase and the
issuance of the shares.
ARTICLE IV
Miscellaneous
4.1 Applicable Law. This Warrant shall be governed by and construed in
accordance with the laws of the State of Ohio (U.S.A.) without any reference to
the principles of conflict of laws.
4.2 Entire Understanding. This Warrant embodies the entire agreement
between the Company and the Registered Owner regarding the terms of this
Warrant, and supersedes all oral statements and prior writings relating to the
Warrant.
4.3 Notice. All notices, certificates, requests or other communications
hereunder shall be in writing and shall be deemed to be sufficiently given when
mailed by registered or certified mail, postage prepaid, and addressed to the
appropriate party at its address set forth below. The Company or Registered
Owner may, by notice given hereunder, designate any further or different
addresses to which subsequent notices, certificates, requests or other
communications shall be sent.
If to the Company: The Wendt-Bristol Health Services Corporation
Two Nationwide Plaza
280 North High Street, Suite 760
Columbus, Ohio 43215
U.S.A.
Attn: President
*************************
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SCHEDULE 1
TO EXHIBIT 2
SERIES 1 WARRANTS
The terms and conditions of the Series 1 Warrants are identical to
those set forth in Exhibit 2, except for the total number of shares of common
stock that may be purchased upon exercise of the warrant. The number of shares
represented by each warrant varied as follows:
1) Warrants No. 2 and No. 3 = Thirty Thousand shares each;
2) Warrants No. 4 - No. 33 = Six Thousand shares each.
16
