FONIX CORP 5

Accession 0001179110-06-003934

CIK 0000855585operating

View on SEC.gov Company Profile

Filed

Feb 14, 7:00 PM ET

Accepted

Feb 15, 1:54 PM ET

Size

31.6 KB

Accession

0001179110-06-003934

Insider Transaction Report

Form 5

Period: 2005-12-31

FONIX CORPFNIX

DUDLEY ROGER D

DirectorPresident & CEO

Transactions

Award
Option
2005-08-23+5,000→ 5,000 total
Exercise: $0.04From: 2005-08-23Exp: 2007-10-28→ Common Stock (5,000 underlying)
Award
Option
2005-08-23+3,750→ 3,750 total
Exercise: $0.04From: 2005-08-23Exp: 2008-03-18→ Common Stock (3,750 underlying)
Award
Option
2005-08-23+35,000→ 35,000 total
Exercise: $0.04From: 2005-08-23Exp: 2010-07-20→ Common Stock (35,000 underlying)
Award
Option
2005-08-23+12,500→ 12,500 total
Exercise: $0.04From: 2005-08-23Exp: 2011-12-07→ Common Stock (12,500 underlying)
Award
Option
2005-08-23+20,000→ 20,000 total
Exercise: $0.04From: 2005-08-23Exp: 2006-04-30→ Common Stock (20,000 underlying)
Award
Option
2005-08-23+6,250→ 6,250 total
Exercise: $0.04From: 2005-08-23Exp: 2010-02-09→ Common Stock (6,250 underlying)
Award
Option
2005-08-23+10,000→ 10,000 total
Exercise: $0.04From: 2005-08-23Exp: 2008-11-30→ Common Stock (10,000 underlying)
Award
Option
2005-08-23+18,750→ 18,750 total
Exercise: $0.04From: 2005-08-23Exp: 2012-01-17→ Common Stock (18,750 underlying)

Holdings

Convertible Promissory Note
(indirect: See note 7.)
From: 2003-12-12→ Common Stock (15,764,196 underlying)
15,764,196
Common Stock
71
Common Stock
(indirect: See note 1.)
8

Footnotes (7)

[F1]Shares owned by Mr. Dudley's children.
[F2]Options granted by the issuer pursuant to an Offer to Exchange Certain Outstanding Options for New Options, made by Fonix Corporation, dated January 19, 2005.
[F3]As of February 14, 2006, Fonix Corporation owed Mr. Dudley $335,777.38 pursuant to a revolving convertible promissory note (the "Note"). The principal amount of the Note, together with any accrued and unpaid interest thereon, became convertible into shares of Fonix common stock on December 12, 2003.
[F4]The conversion price of the Note was the average closing bid prices 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 receive 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 on June 10, 2003. However, Mr. Dudley and Fonix Corporation have agreed to extend the due date to March 31, 2006.
[F6]Because the conversion price of the Note 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 14, 2006, the conversion of principal and unpaid interest would have resulted in the issuance of 15,764,196 shares of common stock. Nevertheless, this number may change depending on the market price of Fonix common stock at the time of conversion, as well as on the amount of principal and unpaid interest on the Note.
[F7]Shares issued upon conversion of the Note are required by the terms of the Note to be placed into a voting trust, the trustee of which is Mr. Thomas A. Murdock, the 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 14, 7:00 PM ET
Accepted: Feb 15, 1:54 PM ET
Size: 31.6 KB

View on SEC.gov