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PENN OCTANE CP Message Board

  • long_or_short_of_it long_or_short_of_it Jan 5, 2000 8:41 PM Flag

    From the last 10-Q:


    In connection with the issuance of shares and
    warrants by the Company (the Shares), the Company has on
    numerous instances granted registration rights to the
    holders of the Shares, including those shares which
    result from the exercise of warrants (the "Registrable
    Securities"). The obligations of the Company with respect to
    the Registrable Securities include one-time demand
    registration rights and/or piggy-back registration rights (the
    "Registration"). The Company is required to file an effective
    registration by either September 19, 1999, December 1, 1999 or
    January 31, 2000. In connection with the Registration of
    the Registrable Securities, the Company is required
    to provide notice to the holder of the Registrable
    Securities, who may or may not elect to be included in the
    Registration. The Company is obligated to register the
    Registrable Securities even though the Registrable Securities
    may be tradable under Rule 144. The Company did not
    file a registration statement for the shares
    to be registered by September 19, 1999 or December
    1, 1999. The Company has also received notice of a
    demand for registration for certain of the Shares. The
    Registration Rights Agreements do not contain provisions for
    damages, if the Registration is not completed except for
    those Shares required to be registered on December 1,
    1999, whereby for each month after December 1999 and if
    the Company fails to have an effective registration
    statement, the Company will be required to pay a penalty of
    $80,000 to be paid in cash and/or common stock of the
    Company based on the then current trading price of the
    common stock of the Company. The Company has received an
    extension with respect to the Shares required to be
    registered on December 1, 1999 until January 15,

    The total amount of shares and warrants subject to
    registration at December 1,1999, are as

    Shares Warrants
    <S> <C> <C>
    Demand Registration Rights
    1,400,000 -
    Piggy-Back Registration Rights 1,522,576
    --------- -----------
    Total Registrable
    Securities 2,922,576 882,500
    Registration Rights Subject To
    Penalty* 400,000

    * Also entitled to piggy-back registration rights

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