<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 25, 1999
MULTIMEDIA ACCESS CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 000-29020 75-2528700
(STATE OF INCORPORATION) (COMMISSION FILE NUMBER) (I.R.S. EMPLOYER
IDENTIFICATION NO.)
2665 VILLA CREEK DRIVE, SUITE 200, DALLAS, TEXAS 75234
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (972) 488-7200
<PAGE> 2
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On February 25, 1999, the Company issued 945,000 shares of Series B
Convertible Preferred Stock, par value $.0001 per share (the "Series B Preferred
Stock") at $10.00 per share, raising $9,450,000 in gross proceeds for the
Company. Two affiliates of the Company, H.T. Ardinger and M. Douglas Adkins,
contributed $4 million each in the offering.
The Series B Preferred Stock shall rank senior to all classes of Common
Stock and on parity with the Series A Convertible Preferred Stock as to dividend
rights and rights on liquidation, winding-up and dissolution. Holders of record
of the outstanding shares of Series B Preferred Stock are entitled to receive
dividends on the Series B Preferred Stock at an annual rate equal to $0.80 per
share payable semi-annually in arrears in cash or, at the option of the Company,
in shares of Common Stock of the Company valued at the average trading price of
the Common Stock for the twenty (20) consecutive trading days ending ten (10)
trading days prior to the dividend payment date. The holders of Series B
Preferred Stock have no voting rights.
Each holder of shares of Series B Preferred Stock has the right,
subject to any applicable laws and regulations, at any time commencing one
hundred twenty (120) calendar days from the closing of the Company's Series B
Preferred Stock Offering at the holder's option to convert each share of Series
B Preferred Stock into shares of Common Stock at $3.625 per share of underlying
Common Stock (subject to adjustment) for each $10.00 liquidation value share of
Series B Preferred Stock.
The Company has the right, at its sole discretion and upon thirty
calendar days written notice to each holder of Series B Preferred Stock, to
cause the Series B Preferred Stock to be converted into shares of Common Stock
at $3.625 per share of Common Stock (i) at any time and from time to time after
February 16, 1999, if the average trading price of the Common Stock for any
twenty (20) trading days within a period of thirty (30) consecutive trading days
has equaled or exceeded $5.80 or (ii) at any time after February 15, 2002.
Within 180 calendar days of closing of the offering of the Company's
Series B Preferred Stock, the Company shall use its best efforts to register
under the Securities Act of 1933 (the "1933 Act") the shares of Common Stock of
the Company underlying the shares of the Series B Preferred Stock. The Company
shall use its best efforts to cause such registration to become effective and to
keep such registration current under the 1933 Act.
Pursuant to the subscription agreement signed by all purchasers of the
Series B Preferred Stock, the total number of shares of Common Stock into which
the Preferred Stock may be converted may not exceed 20% of the issued and
outstanding Common Stock of the Company without the approval of the Company's
shareholders. The Company will seek such approval at its 1999 Annual Meeting of
Shareholders currently scheduled for May 20, 1999.
<PAGE> 3
ITEM 5. OTHER EVENTS
The press release dated February 25, 1999, attached to this report as
Exhibit 99.1 is incorporated herein by reference.
ITEM 7 FINANCIAL STATEMENTS AND EXHIBITS
(a) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED.
None.
(b) PRO FORMA FINANCIAL INFORMATION.
None.
(c) EXHIBITS.
3(d) Certificate of Designations of Series B Convertible Preferred
Stock
99.1 Press Release dated February 25, 1999
<PAGE> 4
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the Company has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
MULTIMEDIA ACCESS CORPORATION
March 11, 1999 By: /s/ William S. Leftwich
-----------------------------------
William S. Leftwich
Chief Financial Officer and
Secretary
<PAGE> 5
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NUMBER DESCRIPTION
<S> <C>
3(d) Certificate of Designations of Series B Convertible
Preferred Stock
99.1 Press Release dated February 25, 1999.
</TABLE>
<PAGE> 1
EXHIBIT 3(d)
CERTIFICATE OF DESIGNATIONS
OF
SERIES B CONVERTIBLE PREFERRED STOCK
OF
MULTIMEDIA ACCESS CORPORATION
MultiMedia Access Corporation, a Delaware corporation. DOES HEREBY
CERTIFY:
That, pursuant to the authority conferred upon the Board of Directors
of said corporation by virtue of its certificate of incorporation as amended and
in accordance with Section 151 of the General Corporation Law of the State of
Delaware (the "DGCL"), said Board of Directors has duly adopted a resolution by
unanimous consent providing for the issuance of a series of preferred stock, par
value $0.0001 per share, designated as Series B Convertible Preferred Stock,
which resolution reads as follows:
"BE IT RESOLVED, that the Board of Directors (the "Board of Directors")
of MultiMedia Access Corporation (the "Corporation") hereby authorizes the
issuance of a series of preferred stock and fixes its designation, powers,
preferences and relative, participating, optional or other special rights, and
qualifications, limitations and restrictions thereof, as follows:
Section 1. Designation. The distinctive serial designation of said
series shall be "Series B Convertible Preferred Stock" (hereinafter called
"Series B Preferred Stock"). Each share of Series B Preferred Stock shall be
identical in all respects with all other shares of Series B Preferred Stock.
Section 2. Number of Shares. The number of authorized shares of Series
B Preferred Stock shall be, in aggregate, nine hundred forty five thousand
(945,000) shares. The number of authorized shares of Series B Preferred Stock
may be increased or reduced by the Board of Directors of the Corporation by the
filing of a certificate pursuant to the provisions of the DGCL stating that the
change has been so authorized. When shares of Series B Preferred Stock are
purchased or otherwise acquired by the Corporation or converted into Common
Stock, par value $0.0001 per share, of the Corporation (the "Common Stock"), the
Corporation shall take all necessary action to cause the shares of Series B
Preferred Stock so purchased or acquired to be canceled and reverted to
authorized but unissued shares of Series B Preferred Stock undesignated as to
series.
Section 3. Rank. The Series B Preferred Stock shall, with respect to
dividend rights and rights on liquidation, winding-up and dissolution, rank (i)
junior to all claims of creditors, including holders of the Corporation's
outstanding debt securities, (ii) junior to all obligations of the Corporation's
Subsidiaries (as defined below), (iii) senior to all classes of Common Stock and
to each other class of preferred stock established hereafter by the Board of
Directors of the Corporation, the terms of which expressly provide that it ranks
junior to the Series B Preferred
<PAGE> 2
Stock as to dividend rights and rights on liquidation, winding-up and
dissolution of the Corporation (collectively referred to, together with all
classes of common stock of the Corporation, as "Junior Stock"), (iv) on parity
with the Series A Convertible Preferred Stock as to dividend rights and rights
on liquidation, winding-up and dissolution and (v) subject to certain
conditions, on a parity with each other class of preferred stock established
hereafter by the Board of Directors of the Corporation the terms of which
expressly provide that such class or series shall rank on a parity with the
Series B Preferred Stock as to dividend rights and rights on liquidation,
winding-up and dissolution (collectively referred to a "Parity Stock"). The
Corporation may authorize the issuance of any amount of Parity Stock (which may
provide for the payment of dividends in additional shares of Parity Stock in
lieu of cash dividends) without the approval of the holders of the Series B
Preferred Stock.
Section 4. Dividends.
(1) Holders of record, as of the record date therefor, of the
outstanding shares of Series B Preferred Stock shall be entitled to receive,
when, as and if declared by the Board of Directors of the Corporation, out of
funds legally available therefor, dividends on the Series B Preferred Stock at
an annual rate equal to $0.80 per share payable semi-annually in arrears in cash
or, at the option of the Corporation, in shares of Common Stock of the
Corporation valued at the average of the Market Prices (as defined below)
thereof for the twenty (20) consecutive Stock Exchange Business Days (as defined
below) ending ten (10) Stock Exchange Business Days prior to the dividend
payment date (the "Common Stock Valuation Method").
(2) All dividends shall be cumulative, whether or not earned or
declared, from the date of issuance and shall be payable semi-annually in
arrears on June 15 and December 15 of each year (each a "Dividend Payment
Date"), commencing on the first Dividend Payment Date following issuance to
holders of record on the June 1 or December 1, as the case may be, immediately
preceding the relevant Dividend Payment Date; provided, however, that if June 15
or December 15, as the case may be, is not a Stock Exchange Business Day then
the dividend shall be payable on the first immediately succeeding Stock Exchange
Business Day. Dividends shall be computed on the basis of a 360-day year of
twelve 30-day months.
(3) No dividends may be declared or paid or funds set apart for the
payment of dividends on any Parity Stock for any period unless full cumulative
dividends shall have been or contemporaneously are declared and paid in full or
declared and, if payable in cash, a sum in cash sufficient for such payment set
apart for such payment on the Series B Preferred Stock. If full dividends are
not so paid, the Series B Preferred Stock shall share dividends pro rata with
the Parity Stock. No dividends may be paid or set apart for such payment on
Junior Stock (except dividends on Junior Stock payable in additional shares of
Junior Stock) and no Junior Stock or Parity Stock may be repurchased or
otherwise retired for value nor may funds be set apart for payment with respect
thereto, if cumulative dividends have not been paid in full on the Series B
Preferred Stock in cash or shares of Common Stock. Dividends on account of
arrears for any past dividend period may be declared and paid at any time
without reference to any regular Dividend Payment Date, to holders of record on
a date not more than forty-five (45) calendar days prior to the payment thereof,
as may be fixed by the Board of Directors of the Corporation. No interest shall
be payable with respect to any dividend payment that may be in arrears. So long
as any shares of the Series B Preferred Stock are outstanding, the Corporation
shall not make payment on account of the purchase or other retirement of any
Parity Stock or
<PAGE> 3
Junior Stock, and shall not permit any corporation or other entity directly or
indirectly controlled by the Corporation to purchase any Parity Stock, Junior
Stock or any warrants, rights, calls or options unless full cumulative dividends
determined to be in accordance herewith on the Series B Preferred Stock have
been paid (or are deemed paid) in full. (1)
Section 5. Preference on Liquidation.
(1) Upon any voluntary or involuntary liquidation, dissolution or
winding-up of the Corporation, holders of Series B Preferred Stock shall be
entitled to be paid, out of the assets of the Corporation available for
distribution to stockholders, the liquidation preference of $10.00 per share of
Series B Preferred Stock, plus, without duplication, an amount in cash or shares
of Common Stock, at the Corporation's option, equal to all accumulated and
unpaid dividends thereon to the date fixed for liquidation, dissolution or
winding-up (including an amount equal to a prorated dividend for the period from
the last Dividend Payment Date to the date fixed for liquidation, dissolution or
winding-up), before any distribution is made on any Junior Stock, including,
without limitation, any class of common stock of the Corporation.
(2) If, upon any voluntary or involuntary liquidation, dissolution or
winding-up of the Corporation, the amounts payable with respect to the Series B
Preferred Stock and all Parity Stock are not paid in full, then the assets of
the Corporation available for distribution among the holders of the Series B
Preferred Stock and any Parity Stock shall bear to each other the same ratio
that the full amounts payable on liquidation, dissolution or winding-up of the
Corporation to the holders of shares of Series B Preferred Stock and any Parity
Stock bear to each other.
(3) After payment of the full amount of the liquidation preference and
accumulated and unpaid dividends to which they are entitled, the holders of
shares of Series B Preferred Stock shall not be entitled to any further
participation in any distribution of assets of the Corporation.
(4) Neither the sale, conveyance, exchange or transfer (for cash,
shares of stock, securities or other consolidation) of all or substantially all
of the property or assets of the Corporation nor the consolidation or merger of
the Corporation with one or more entities shall be deemed to be or constitute a
liquidation, dissolution or winding-up of the Corporation.
(5) Written notice of any payment to the holders of Series B Preferred
Stock as a result of the liquidation, dissolution or winding-up of the
Corporation, stating the payment date or dates when and the place or places
where the amounts distributable in such circumstances shall be payable, shall be
given by first-class mail, postage prepaid, not less than thirty (30) days prior
to any payment date stated therein, to the holders of record of shares of Series
B Preferred Stock at their respective addresses as the same shall appear on the
books of the transfer agent for the Series B Preferred Stock.
Section 6. Voting Rights.
The holders of Series B Preferred Stock shall have no voting rights
except as required by law.
Section 7. Conversion Rights. Each holder of shares of Series B
Preferred Stock shall have the right, subject as provided herein and to any
applicable laws and regulations, at any time commencing one hundred twenty (120)
calendar days from the closing of the Company's Series B
<PAGE> 4
Preferred Stock Offering at the holder's option to convert each share of Series
B Preferred Stock into shares of Common Stock at a conversion price (the
"Conversion Price") (subject to adjustment as described in Section 8 below) of
$3.625 per share of underlying Common Stock for each $10.00 liquidation value
share of Series B Preferred Stock.
(1) In order to exercise the conversion right, the holder of each share
of Series B Preferred Stock to be converted shall surrender that certificate
representing such share, duly endorsed or assigned to the Corporation or in
blank, at the office of the transfer agent for the Series B Preferred Stock and
shall give written notice to the Corporation in the form of Exhibit A attached
hereto. Such notice shall also state the name or names (with address) in which
the certificate or certificates for the shares of Common Stock which shall be
issuable upon such conversion shall be issued, and shall be accompanied by funds
in an amount sufficient to pay any transfer or similar tax required by the
provisions of paragraph 7(3) below. Each share surrendered for conversion shall,
unless the shares issuable on conversion are to be issued in the same name as
the name in which such share of the Series B Preferred Stock is registered, be
duly endorsed by, or be accompanied by, instruments of transfer (in each case,
in form reasonably satisfactory to the Corporation), duly executed by the holder
or such holder's duly authorized attorney-in-fact.
(2) As promptly as practicable after the surrender of certificates for
shares of the Series B Preferred Stock for conversion and the receipt of such
notice and funds, if any, as aforesaid, the Corporation shall issue and deliver
to such holder, or on such holder's written order, a certificate or certificates
for the number of shares of Common Stock issuable upon the conversion of such
shares of the Series B Preferred Stock in accordance with the provisions of this
paragraph 7. Each conversion with respect to such shares of the Series B
Preferred Stock shall be deemed to have been effected immediately prior to the
close of business on the date on which the certificates for shares of the Series
B Preferred Stock shall have been surrendered and such notice shall have been
received by the Corporation as aforesaid, and the Person or Persons entitled to
receive the Common Stock issuable upon such conversion shall be deemed for all
purposes to be the record holder or holders of such Common Stock upon that date.
(3) If a holder converts shares of the Series B Preferred Stock, the
Corporation shall pay any and all documentary, stamp or similar issue or
transfer tax payable in respect of the issue or delivery of the shares of the
Series B Preferred Stock (or any other securities issued on account thereof
pursuant hereto) or Common Stock upon the conversion; provided, however, the
Corporation shall not be required to pay any such tax that may be payable
because any such shares are issued in a name other than the name of the holder.
In the event that the shares are to be issued in a name other than that of the
holder, the holder shall provide the funds necessary to pay any and all of the
foregoing taxes.
(4) The Corporation shall reserve out of its authorized but unissued
Common Stock or its Common Stock held in treasury enough shares of Common Stock
to permit the conversion of all of the outstanding shares of the Series B
Preferred Stock. The Corporation shall from time to time, in accordance with the
DGCL, increase the authorized amount of its Common Stock if at any time the
authorized amount of its Common Stock remaining unissued shall not be sufficient
to permit the conversion of the shares of the Series B Preferred Stock at the
time outstanding, subject to the foregoing restriction on conversion. All shares
of Common Stock delivered upon conversion of the shares of the Series B
Preferred Stock will, upon delivery, be duly authorized
<PAGE> 5
and validly issued, fully paid and nonassessable, free from all taxes, liens and
charges with respect to the issue thereof.
Section 8. Conversion Price Adjustments.
(1) In the event the Corporation shall effect a subdivision of the
outstanding Common Stock, the Conversion Price in effect at the opening of
business on the day following the day upon which such subdivision shall become
effective shall be proportionately decreased, and conversely in the event the
Corporation shall combine the outstanding shares of Common Stock into a smaller
number of shares of Common Stock, the Conversion Price in effect at the opening
of business on the day following the date upon which such combination becomes
effective shall be proportionately increased. Any adjustment under this
paragraph shall become effective at the close of business on the date the
subdivision or combination becomes effective.
(2) In the event the Corporation issues Common Stock or Common Stock
Equivalents (as defined below), at a price less than the Conversion Price in
effect at the opening of business on the day following such issuance, then the
Conversion Price shall be temporarily adjusted to the price at which such shares
of Common Stock or Common Stock Equivalents were issued for a period of ninety
(90) calendar days (the "Temporary Conversion Price"), subject to the conditions
listed below. The Corporation is required to give notice on any such adjustments
not less than ten (10) calendar days prior to the first date on which any such
adjustment is effective. The Conversion Price shall be adjusted unless such
issuance of Common Stock or Common Stock Equivalents at a price less than the
then effective Conversion Price was made (i) pursuant to the conversion or
exercise of issued and outstanding shares of Common Stock or Common Stock
Equivalents; (ii) pursuant to the Corporation's 8% Senior Convertible Notes Due
2002 (the "Notes"); (iii) pursuant to conversion of any currently outstanding
securities of the Corporation (including any warrants); (iv) pursuant to any
plan adopted by the Corporation for the purchase of stock in connection with any
employee compensation or benefit plan of the Corporation or any of its
Subsidiaries, whether now in effect or hereafter created or amended, including,
but not limited to, the Corporation's 1995 Stock Plan, 1994 Stock Option Plan,
1993 Option Plan, 1995 Director Option Plan and 1995 Employee Stock Purchase
Plan; (v) pursuant to any compensation arrangement approved by the Board of
Directors of the Corporation with any director, officer or employee or proposed
director, officer or employee of the Corporation or any Subsidiary; (vi)
pursuant to the incurrence of any senior indebtedness secured primarily by the
assets of the Corporation or any of its Subsidiaries; (vii) where the shares are
issued for a consideration other than cash (including in connection with an
acquisition of assets, stock, or a business) and the Board of Directors of the
Corporation determines in good faith that such transaction is fair from a
financial point of view and in the best interests of the Corporation; and (viii)
where the number of shares of Common Stock pursuant to such issuance shall not
exceed two percent (2%) of the number of shares of Common Stock into which the
Series B Preferred Stock is then convertible.
(3) If the Corporation at any time while any of the Series B Preferred
Stock is outstanding shall pay a dividend or other distribution payable
exclusively in Common Stock or shall pay or make a dividend or other
distribution on any other class of capital stock of the Company which dividend
or distribution includes Common Stock, the Conversion Price in effect at the
opening of business the day next following the date the Corporation shall take a
record of the holders of its Common Stock for the purpose of receiving such
dividend (or if no such record is taken, at the date of such payment) shall be
adjusted to that price determined by multiplying
<PAGE> 6
the Conversion Price in effect immediately prior to such record date (or if no
such record is taken, then immediately prior to such payment) by a fraction (1)
the numerator of which shall be total number of shares of Common Stock
outstanding immediately after such dividend or other distribution and (2) the
denominator of which shall be the total number of shares of Common Stock
outstanding immediately prior to such dividend or other distribution. For
purposes hereof, the number of shares of Common Stock at any time outstanding
shall not include any shares thereof then directly or indirectly owned or held
by or for the account of the Corporation or its Subsidiaries.
(4) Whenever the Conversion Price is adjusted as herein provided, the
Corporation shall promptly file with the transfer agent for the Series B
Preferred Stock a certificate of an officer of the Corporation setting forth the
Conversion Price after the adjustment and setting forth a brief statement of the
facts requiring such adjustment and a computation thereof. The Corporation shall
promptly cause a notice of the adjusted Conversion Price to be mailed to each
registered holder of shares of the Series B Preferred Stock.
(5) In any case in which this paragraph provides that an adjustment
shall become effective immediately after a record date for an event and the date
fixed for such adjustment pursuant to this paragraph occurs after such record
date but before the occurrence of such event, the Corporation may defer until
the actual occurrence of such event issuing to the holder of any shares of the
Series B Preferred Stock converted after such record date and before the
occurrence of such event the additional shares of Common Stock issuable upon
such conversion by reason of the adjustment required by such event over and
above the Common Stock issuable upon such conversion before giving effect to
such adjustment.
(6) In case the Corporation shall take any action affecting the Common
Stock, other than actions described in paragraph 7 or this paragraph 8, which in
the opinion of the Board of Directors would materially adversely affect the
conversion right of the holders of the shares of the Series B Preferred Stock,
the Conversion Price may be adjusted, to the extent permitted by law, in such
manner, if any, and at such time, as the Board of Directors may determine to be
equitable in the circumstances; provided, however, that in no event shall the
Board of Directors be required to take any such action.
(7) The Corporation will endeavor to list the shares of the Common
Stock required to be delivered upon conversion of shares of the Series B
Preferred Stock, prior to delivery, upon each national and international
securities exchange, if any, upon which the Common Stock is listed at the time
of delivery.
Section 9. Optional Conversion by Corporation. The Corporation may, at
its option, cause the Series B Preferred Stock to be converted into shares of
Common Stock at the Conversion Price (i) at any time and from time to time after
February 24, 1999, if the Market Price of the Common Stock for any twenty (20)
Stock Exchange Business Days within a period of thirty (30) consecutive Stock
Exchange Business Days commencing on or after February 24, 1999, has equaled or
exceeded 160% of the Conversion Price; or (ii) at any time after February 23,
2002. The Corporation is required to give notice that it has met the criteria
for mandatory conversion within thirty (30) calendar days of having met such
criteria by notifying in writing, each registered holder of Series B Preferred
Stock. Upon any mandatory conversion of any Series B Preferred Stock by the
Corporation, payment shall be made by the Corporation in either
<PAGE> 7
cash or shares of Common Stock for dividends accrued during the period from the
most recent dividend payment date to the conversion date. If the Corporation
elects to convert less than all of the Series B Preferred Stock, the Corporation
shall select which shares of Series B Preferred Stock to convert by lot or such
other method as it shall deem fair and appropriate. Upon expiry of any such
notice period as is referred to above, the Corporation shall be bound to convert
the Series B Preferred Stock as to which notice has been provided.
Section 10. Registration Rights.
Within 180 calendar days of closing of the offering of the
Corporation's Series B Preferred Stock, the Corporation shall use its best
efforts to register under the Securities Act of 1933 (the "1933 Act") the shares
of Common Stock of the Corporation underlying the shares of the Series B
Preferred Stock. The Corporation shall use its best efforts to cause such
registration to become effective and to keep such registration current under the
1933 Act.
Section 11. Certain Definitions.
"Alternative Stock Exchange" means any other national or regional stock
exchange or quotation service such as the Nasdaq National Market System or any
similar quotation service maintained by the National Quotation Bureau or any
successor thereto.
"Capital Stock" of any Person means the Common Stock or preferred stock
of such Person. Unless otherwise stated herein or the context otherwise
requires, "Capital Stock" means Capital Stock of the Corporation.
"Common Stock Equivalents" means equity or debt securities of the
Corporation (other than Common Stock) which are convertible into or exercisable
for shares of Common Stock (including, without limitation, shares, units of
shares, preferred stock and other convertible securities) so long as the Board
of Directors has deemed such securities to have the same value or economic
rights as shares of Common Stock.
"Market Price" means the average of the high and low sales prices on
Nasdaq or any Alternative Stock Exchange on any Stock Exchange Business Day.
"Person" means any individual, corporation, partnership, association,
trust or other entity or organization, including a government or political
subdivision or any agency or instrumentality thereof.
"Series B Preferred Stock" means the Corporation's Series B Convertible
Preferred Stock, $0.0001 par value.
"Stock Exchange Business Day" means any day (other than a Saturday or
Sunday) on which Nasdaq or the Alternative Stock Exchange, as the case may be,
is open for business.
"Subsidiary" of any Person means any Corporation of which at least a
majority of the shares of stock having by the terms thereof ordinary voting
power to elect a majority of the Board of Directors of such Corporation
(irrespective of whether or not at the time stock of any other class or classes
of such Corporation shall have voting power by reason of the happening of
<PAGE> 8
any contingency) is directly or indirectly owned or controlled by any one of or
any combinations of the Corporation or one or more of its Subsidiaries.
"Transfer Agent" means MultiMedia Access Corporation.
*****
IN WITNESS WHEREOF, the Corporation has caused this Certificate to be duly
executed on its behalf by its undersigned Chief Executive Officer and attested
to by its Chief Financial Officer this _____ day of March, 1999.
MULTIMEDIA ACCESS CORPORATION
a Delaware corporation
By:
-----------------------------
Name: William D. Jobe
Title: Chief Executive Officer
ATTEST:
By:
------------------------------
Name: William S. Leftwich
Title: Chief Financial Officer
<PAGE> 9
EXHIBIT A
HOLDER'S CONVERSION NOTICE
To: MultiMedia Access Corporation
The undersigned Holder of the Series B Convertible Preferred Stock, par
value U.S. $.0001 (the "Preferred Stock"), of MultiMedia Access Corporation (the
"Company"), in the aggregate principal amount of U.S. $_____________ irrevocably
exercises the option to convert such Preferred Stock into shares of Common Stock
of the Company, par value U.S. $.0001 (the "Common Stock"), in accordance with
the terms of the Certificate of Designations relating to the issuance by the
Company of the Preferred Stock, and directs that the Common Stock issuable and
deliverable upon such conversion be issued and delivered to the undersigned in
the name and at the address set forth below.
If the Common Stock are to be issued in the name of a Person other than
the undersigned, the undersigned will pay all transfer taxes payable with
respect thereto and is delivering herewith funds in an amount sufficient to pay
any such taxes.
All terms used and not otherwise defined herein shall have the
respective meanings set forth in the Certificate of Designations.
DATE:
--------------------------- -----------------------------
Name of Holder
-----------------------------
Signature(s) of Holder
Address for Delivery of Shares:
-----------------------------
-----------------------------
-----------------------------
-----------------------------
Name for Registration of Shares (if
different than Holder):
-----------------------------
<PAGE> 1
EXHIBIT 99.1
MULTIMEDIA ACCESS CORPORATION
SECURES $9.45 MILLION IN NEW EQUITY FUNDING
Dallas, TX - (February 25, 1999) -- MultiMedia Access Corporation (Nasdaq:
MMAC), a leading provider of advanced, standards-based video communication and
Internet streaming systems for corporations and professional enterprises,
announced today that it has secured $9.45 million in new equity funding from the
company's existing shareholder base.
The company issued 945,000 shares of Series B Convertible Preferred Stock at $10
per share, which are convertible to shares of common stock at a fixed price of
$3.625 per share, subject to certain requirements. H.T. Ardinger and M. Douglas
Adkins, two of MMAC's principle shareholders, contributed $4 million each in the
convertible preferred offering. Other shareholders contributed the balance of
$1.45 million in additional funding.
"We're pleased to have dedicated shareholders who share our vision," said Bill
Jobe, MMAC President and CEO. "This infusion of equity demonstrates our
shareholders' confidence iin our core technology and in our ability to execute
on our strategic plan. It will provide the necessary fuel for future growth and
allow MMAC the opportunity to continue to grow in the video communications arena
and expand into the Internet streaming market."
ABOUT MULTIMEDIA ACCESS CORPORATION
MultiMedia Access Corporation (Nasdaq: MMAC) manufactures and markets
high-quality, standards-based video communication equipment for businesses and
professional enterprises. MMAC's VBX(TM) enterprise video PBX, Osprey(R) video
codecs and peripherals, WorkFone(R) software and ViewCast(R) web-video systems
deliver popular video communication applications including Internet & intranet
media streaming, live broadcasting, video-based training, surveillance, distance
learning, videoconferencing, and telemedicine. MMAC's products are available
from leading resellers, systems integrators, OEMs and application developers
worldwide.
Visit the MMAC website at http://www.mmac.com.
