AVNET AMIT 4
4 · INSCI CORP · Filed Apr 15, 2004
Insider Transaction Report
Form 4
INSCI CORPINCC
AVNET AMIT
Director
Transactions
- Other
Amended and Restated Convertible Subordinated Debenture
2004-04-13$806608.00/sh−1$806,608→ 0 total(indirect: See footnote)Exercise: $0.11Exp: 2005-12-01→ Common Stock (733,281 underlying) - Other
Series C Convertible Preferred Stock
2004-04-13$1.94/sh+1$2→ 415,863 total(indirect: See footnote)Exercise: $0.10→ Common Stock (831,726 underlying)
Footnotes (6)
- [F1]The transaction disclosed herein is the issuance of 415,863 shares of Series C Convertible Preferred Stock of the Issuer ("Series C Preferred Stock") (convertible into 831,726 shares of Common Stock of the Issuer) to Selway Partners, LLC ("Selway") in exchange for the cancellation of the Amended and Restated Convertible Subordinated Debenture dated November 30, 2002 (the "Debenture") made by the Issuer in favor of Selway. (Continued in Footnote # 2).
- [F2]Pursuant to the terms of the Debenture, Selway had the right to convert the principal and accrued interest into shares of Series A Convertible Preferred Stock of the Issuer ("Series A Preferred Stock"). Pursuant to the terms of a Series C Convertible Preferred Stock Purchase Agreement dated as of March 31, 2004 by and among the Issuer, Selway and CIP Capital, L.P. (the "Purchase Agreement"), the Issuer issued shares of Series C Preferred Stock to Selway in consideration of the cancellation of the Debenture. The number of shares of Series C Preferred Stock issued to Selway was determined by dividing the outstanding balance of the Debenture as of the date of the Purchase Agreement by the per share purchase price ($1.9396) of the Series C Preferred Stock.
- [F3]Exercisable at any time prior to 12/01/05.
- [F4]The Reporting Person has a membership interest in Selway. The Reporting Person disclaims beneficial ownership of the securities held by Selway, except to the extent of his pecuniary interest therein.
- [F5]Exercisable at any time.
- [F6]No expiration date.