COMVEST INVESTMENT PARTNERS II LLC 4
4 · IT&E INTERNATIONAL GROUP · Filed Jan 19, 2006
Insider Transaction Report
Form 4
FALK MICHAEL
Director10% Owner
Transactions
- Purchase
Warrants
2005-12-22$0.10/sh+10,714,282$1,071,428→ 32,142,847 total(indirect: See Footnote)Exercise: $0.10From: 2005-12-22Exp: 2009-12-22→ Common Stock (10,714,282 underlying) - Purchase
Senior Secured Convertible Promissory Note/Preferred Stock
2005-12-22$1000.00/sh+1,500$1,500,000→ 10,300 total(indirect: See Footnote)Exercise: $1000.00Exp: 2006-03-22→ Common Stock (21,428,565 underlying)
Footnotes (5)
- [F1]As previously disclosed on a Form 3 filed November 21, 2005, ComVest Investment Partners II LLC ("ComVest") entered into a Securities Purchase Agreement with the Issuer, dated November 9, 2005 (the "Securities Purchase Agreement"), invested $5,800,00, and was obligated to invest an additional $3,000,000 at a second closing prior to December 31, 2005. On December 22, 2005, at a second closing of the private placement (the "Second Closing"), ComVest invested an additional $1,500,000 above its $3,000,000 obligation. This additional $1,500,000 investment is disclosed on this Form 4.
- [F2]A Senior Secured Convertible Promissory Note was issued to ComVest by the Issuer at the Second Closing and will automatically convert into 1,500 shares of the Issuer's Series D Convertible Preferred Stock upon the due authorization of the registrant's Series D Convertible Preferred Stock and the filing of the Issuer's Certificate of Designations.
- [F3]At the Second Closing, ComVest also purchased a warrant for 32,142,847 shares, 10,714,282 shares above its previously reported investment obligation at an exercise price of $0.10, subject to certain adjustments.
- [F4]Each share of the Issuer's Series D Convertible Preferred Stock shall be convertible at the option of the holder into 14,285.71 shares of the Issuer's common stock. Therefore, this Senior Secured Convertible Promissory Note is automatically converted to 1,500 shares of the Issuer's Series D Convertible Preferred Stock, which is convertible to approximately 64,285,695 shares of the Issuer's common stock.
- [F5]These securities are owned directly by ComVest. Reporting Person is Chairman and principal member of ComVest Group Holdings, LLC, the managing member of ComVest II Partners, LLC ("ComVest II Partners"). ComVest II Partners is the Managing Member of ComVest. Reporting person disclaims beneficial ownership of the securities held by ComVest other than that portion which corresponds with his membership interest in ComVest.