FONIX CORP 5

Accession 0001179110-05-003969

CIK 0000855585operating

View on SEC.gov Company Profile

Filed

Feb 22, 7:00 PM ET

Accepted

Feb 23, 6:10 PM ET

Size

42.1 KB

Accession

0001179110-05-003969

Insider Transaction Report

Form 5

Period: 2004-12-31

FONIX CORPFNIX

DUDLEY ROGER D

DirectorPresident & CEO

Transactions

Other
Option
2005-02-22−20,000→ 0 total
Exercise: $162.50From: 1996-10-30Exp: 2006-04-30→ Common Stock (20,000 underlying)
Other
Option
2005-02-22−6,250→ 0 total
Exercise: $11.20From: 2000-03-31Exp: 2010-02-09→ Common Stock (6,250 underlying)
Other
Option
2005-02-22−5,000→ 0 total
Exercise: $240.00From: 1998-06-01Exp: 2007-10-28→ Common Stock (5,000 underlying)
Other
Option
2005-02-22−35,000→ 0 total
Exercise: $40.40From: 2000-07-21Exp: 2010-07-20→ Common Stock (35,000 underlying)
Other
Option
2005-02-22−4,167→ 0 total
Exercise: $5.60From: 2002-12-07Exp: 2011-12-07→ Common Stock (4,167 underlying)
Other
Option
2005-02-22−3,750→ 0 total
Exercise: $206.25From: 1998-03-19Exp: 2007-10-28→ Common Stock (3,750 underlying)

Holdings

Common Stock
71
Convertible Promissory Note
(indirect: See Note 7.)
From: 2002-12-12→ Common Stock (2,289,377 underlying)
2,289,377
Common Stock
(indirect: See Note 1)
8

Footnotes (7)

[F1]Shares owned by Mr. Dudley's children.
[F2]Options cancelled by the issuer pursuant to an Offer to Exchange Certain Outstanding Options for New Options, made by Fonix Corporation, dated January 19, 2005. The options were canceled with the consent of the reporting person.
[F3]Mr. Dudley advanced $166,654 to Fonix Corporation during 2002 pursuant to a convertible promissory note. In September 2004, Mr. Dudley and Thomas Murdock agreed to release and waive claims aggregating approximately $1,443,300 they had against the Company. In exchange for the release of these claims, the Company agreed to increase the amount of the promissory note to Mr. Dudley by $150,000, to an aggregate principal amount of $316,654. The principal amount of the note, together with any unpaid accrued interest thereon, became convertible into shares of Fonix Class A common stock on December 12, 2003.
[F4]The conversion price of the note was the average closing bid price at the time of the advances. However, to the extent that the market price of Fonix's common stock is below the conversion price at the time of conversion, Mr. Dudley is entitled to received additional shares to equal the gross dollar value of the principal and interest on the note.
[F5]The principal and unpaid interest was originally due and payable June 10, 2003. Fonix and Mr. Dudley subsequently agreed to extend the due date to June 30, 2005.
[F6]Because the conversion price is based, in part, on the market price of Fonix common stock at the time of conversion, the actual number of shares issuable cannot be determined until conversion. However, as of February 23, 2005, the conversion of principal and unpaid interest would have resulted in the issuance of 2,289,377 shares of common stock. Nevertheless, this number may change depending on the market price of the common stock at the time of conversion.
[F7]Shares issued upon conversion of the promissory note are required by the terms of the note to be placed into a voting trust, the trustee of which is Thomas A. Murdock, President and CEO of Fonix Corporation. Mr. Dudley retains economic and pecuniary interest in the shares, but no voting power.

Documents

1 file

5
edgar.xmlPrimary
FORM 5 -

Issuer

FONIX CORP

CIK 0000855585

→

Entity typeoperating

IncorporatedDE

Related Parties

filerCIK 0000855585

Filing Metadata

Form type: 5
Filed: Feb 22, 7:00 PM ET
Accepted: Feb 23, 6:10 PM ET
Size: 42.1 KB

View on SEC.gov