3//SEC Filing
INFOWAVE SOFTWARE INC 3
Accession 0001169232-04-004951
CIK 0001074564operating
Filed
Sep 23, 8:00 PM ET
Accepted
Sep 24, 11:51 AM ET
Size
12.3 KB
Accession
0001169232-04-004951
Insider Transaction Report
Form 3
TROOIEN GERALD L
Director10% Owner
Holdings
- 47,964,593
Common Shares
- 14,966,034(indirect: By LLC)
Common Shares
- (indirect: By LLC)
Warrants
Exercise: $0.19From: 2003-07-04Exp: 2005-07-04→ Common Shares (7,483,017 underlying) Warrants
Exercise: $0.19From: 2003-07-04Exp: 2005-07-04→ Common Shares (14,736,842 underlying)
Footnotes (5)
- [F1]Pursuant to an Asset Purchase Agreement (the "Asset Purchase Agreement"), dated as of May 28, 2003, by and between Infowave Software, Inc. ("Infowave") and HiddenMind Techonology, LLC ("HiddenMind"), a company wholly-owned by Mr. Trooien, Infowave acquired substantially all of the business and assets of HiddenMind in exchange for 14,966,034 units. Each unit (the "Units") consists of one Infowave Common Share and one-half of one Infowave Common Share warrant (a "Warrant"). Each whole Warrant entitles Mr. Trooien to purchase an additional Infowave Common Share at a price of Cdn.$0.19 until June 30, 2005.
- [F2]Mr. Trooien and Infowave entered into a Subscription Agreement dated as of May 22, 2003 (the "Subscription Agreement"). On July 4, 2003, pursuant to the Subscription Agreement, Mr. Trooien acquired 29,473,684 Units from Infowave at a price of Cdn.$0.1425 per unit.
- [F3]Pursuant to a Credit Facility Agreement (the "Credit Facility Agreement"), dated as of January 6, 2004, by and between Mr. Trooien and Infowave, Mr. Trooien made available to Infowave a credit line up to a maximum of US$3,000,000. As consideration for making the credit line available, Infowave granted Mr. Trooien warrants entitling him to purchase up to approximately 18,324,286 Infowave Common Shares for a period of three years following the execution of the Credit Facility Agreement. Such warrants are only exercisable by Mr. Trooien, however, following the approval by Infowave's shareholders of the Credit Facility Agreement.
- [F4]These options were granted to Mr. Trooien as compensation for his services as a member of the board of directors of Infowave, pursuant to a Stock Option Agreement, dated August 9, 2004, by and between Infowave and Mr. Trooien. The options vest and become exercisable in accordance with the following schedule: 1/12th of the options vested September 9, 2004 and the remaining options vest at the rate of 1/12th each month thereafter so that all options will be vested as of August 9, 2005.
- [F5]The amount shown in item 4 is in Canadian dollars.
Issuer
INFOWAVE SOFTWARE INC
CIK 0001074564
Entity typeoperating
Related Parties
1- filerCIK 0001074564
Filing Metadata
- Form type
- 3
- Filed
- Sep 23, 8:00 PM ET
- Accepted
- Sep 24, 11:51 AM ET
- Size
- 12.3 KB