4//SEC Filing
BOWERS JOHN S III 4
Accession 0001181431-03-032842
CIK 0000754128other
Filed
Nov 24, 7:00 PM ET
Accepted
Nov 25, 12:55 PM ET
Size
8.1 KB
Accession
0001181431-03-032842
Insider Transaction Report
Form 4
BOWERS JOHN S III
President10% Owner
Transactions
- Award
Common Stock
2003-11-24$0.24/sh+3,601,250$864,300→ 3,627,250 total - Award
Series A Convertible Preferred Stock
2003-11-24$1.00/sh+85,700$85,700→ 85,700 totalFrom: 2003-11-24→ Common Stock (8,570,000 underlying)
Holdings
- 20,000
Options (right to buy)
Exercise: $0.44Exp: 2012-07-15→ Common Stock (20,000 underlying)
Footnotes (4)
- [F1]Pursuant to a Stock Purchase Agreement, dated as of July 15, 2002, by and among the Issuer, the Reporting Person and other parties, as amended, and related subsequent agreements, the Issuer is obligated to pay a lump sum payment of $950,000 to the Reporting Person on July 31, 2004. Pursuant to a Stock Purchase Agreement, dated as of November 24, 2003, by and between the Issuer and the Reporting Person (the "Agreement"), the Issuer will issue to the Reporting Person (i) 3,601,250 shares of the Issuer's Common Stock, $0.24 par value per share, in satisfaction of $864,300 of such payment obligation, and (ii) 85,700 shares of the Issuer's Series A Convertible Preferred Stock, $1.00 par value per share, in satisfaction of the remaining $85,700 of such payment obligation. The consummation of the Agreement is subject to the closing conditions and termination provisions set forth therein.
- [F2]The options vest over four years, with 50% of the options exercisable on the second anniversary of the July 15, 2002 grant date, an additional 25% of the options exercisable on the third anniversary of such grant date, and the remaining 25% of the options exercisable on the fourth anniversary of such grant date. The Reporting Person has entered into an Option Cancellation Agreement with the Issuer pursuant to which the options will be cancelled effective upon the consummation of the Agreement.
- [F3]The Certificate of Designations, Preferences and Rights of Series A Convertible Preferred Stock of the Issuer (the "Certificate") to be filed with the Delaware Secretary of State in connection with the consummation of the Agreement provides that each share of Series A Convertible Preferred Stock will be convertible into 100 shares of the Issuer's Common Stock; this conversion rate is subject to adjustment from time to time as provided in the Certificate.
- [F4]None.
Documents
Issuer
BARRISTER GLOBAL SERVICES NETWORK INC
CIK 0000754128
Entity typeother
Related Parties
1- filerCIK 0001252436
Filing Metadata
- Form type
- 4
- Filed
- Nov 24, 7:00 PM ET
- Accepted
- Nov 25, 12:55 PM ET
- Size
- 8.1 KB