AmeriNet Announces Closing of Financing; Initiation of Corporation Restructuring.ENGLEWOOD, Colo.--(BUSINESS WIRE)--Feb. 8, 1999--AmeriNet Financial Systems, Inc. (OTC Bulletin Board OTC Bulletin Board An electronic quotation listing of the bid and asked prices of OTC stocks that do not meet the requirements to be listed on the NASDAQ stock-listing system. : ANFS) today announced the sale to third party investors on January 14, 1999, of an aggregate of $14.6 million of Series B Notes which, subject to regulatory approvals for conversion of a majority of the outstanding principal, will be convertible into shares of Series B Convertible Preferred Stock Convertible Preferred Stock Preferred stock that includes an option for the holder to convert the preferred shares into a fixed number of common shares, usually anytime after a predetermined date. Also known as "convertible preferred shares". at a conversion rate of $0.97 per share. Each share of Series B Preferred Stock Stock shares that have preferential rights to dividends or to amounts distributable on liquidation, or to both, ahead of common shareholders. Preferred stock is given preference over common stock. Holders of preferred stock receive dividends at a fixed annual rate. will initially be convertible without charge into one share of AmeriNet's common stock. AmeriNet is required by the terms of the financing to consummate a reorganization, whereby AmeriNet's common stock shareholders will receive shares of a new Delaware corporation A Delaware corporation is a corporation chartered in the U.S. state of Delaware. Delaware is well known as a corporate haven, and thus, over 50% of US publicly-traded corporations and 58% of the Fortune 500 companies are incorporated in the state. in exchange for their AmeriNet common stock shares at an exchange ratio of one share of the new Delaware corporation for each 20,000 shares of AmeriNet. The existing AmeriNet corporation will become a wholly owned subsidiary Wholly Owned Subsidiary A subsidiary whose parent company owns 100% of its common stock. Notes: In other words, the parent company owns the company outright and there are no minority owners. after the reorganization. In lieu of issuing fractional shares to AmeriNet shareholders, AmeriNet will pay cash equal to the fair value of its common stock as of February 7, 1999 as determined by the Board of Directors. It is anticipated that this fair value will not exceed $.97 per share. The reorganization is subject to shareholder and regulatory approval. The shareholder approval for the reorganization and issuance of the Series B Preferred Stock was obtained today at a special meeting of AmeriNet's shareholders. When the reorganization is effective, AmeriNet's OTC Bulletin Board trading will cease and both AmeriNet and the new Delaware corporation will be privately held companies privately held company A firm whose shares are held within a relatively small circle of owners and are not traded publicly. . |
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