Pursuant to the terms of the definitive Reorganization Agreement dated February 8, 1999, (i) the outstanding voting securities of the Company will be consolidated in the ratio of one post-consolidation share for every 11-1/2 pre-consolidation shares held by a stockholder, provided, however, that no single stockholder's share ownership will be reduced to fewer than 100 post-consolidation shares, (ii) an additional 300,000 shares will be issued to Capston
Network Company pursuant to a Plan of Reorganization previously approved by the Company's stockholders, (iii) the Company's Certificate of Incorporation will be amended to change the Company's name to Telemetrix, Inc.
The closing of the transaction is subject to negotiation and execution of a definitive business combination agreement containing customary terms and conditions and the filing of a Form S-8 Registration Statement under the Securities Act of 1933 for the shares of common stock issuable to Capston
, legal counsel and the financial consultants.
Navis"), and an institutional investor ("Institutional Investor") to enter into a business combination transaction in which (a) the Company will effect a reverse split to reduce its issued and outstanding common stock to 540,000 shares, more or less; (b) the shareholders of Navis will contribute all of their interest in Navis to the Company in exchange for 8,000,000 shares of common stock; (c) an Institutional Investor will contribute $5,000,000 in cash to the Company in exchange for 5,000,000 shares of convertible preferred stock and 2,000,000 common stock purchase warrants; and (d) the Company will issue a total of 1,460,000 shares of common stock to Capston
Network Company and other professionals as compensation for services.