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4//SEC Filing

ELANDIA INTERNATIONAL INC. 4

Accession 0001181431-08-000912

CIK 0001352819operating
View on SEC.govCompany Profile

Filed

Jan 2, 7:00 PM ET

Accepted

Jan 3, 3:50 PM ET

Size

23.1 KB

Accession

0001181431-08-000912

Insider Transaction Report

Form 4
Period: 2007-11-23
ELANDIA INTERNATIONAL INC.NONE
STANFORD INTERNATIONAL BANK LTD
10% Owner
Transactions
  • Purchase

    SERIES B CONVERTIBLE PREFERRED STOCK

    2007-12-14$6.75/sh+296,296$1,999,998→ 4,148,148 total
  • Purchase

    SERIES B CONVERTIBLE PREFERRED STOCK

    2007-12-28$6.75/sh+296,296$1,999,998→ 4,740,740 total
  • Purchase

    SERIES B CONVERTIBLE PREFERRED STOCK

    2007-12-21$6.75/sh+296,296$1,999,998→ 4,444,444 total
  • Purchase

    SERIES B CONVERTIBLE PREFERRED STOCK

    2007-11-30$6.75/sh+296,297$2,000,005→ 3,555,556 total
  • Purchase

    SERIES B CONVERTIBLE PREFERRED STOCK

    2007-11-23$6.75/sh+296,297$2,000,005→ 3,259,259 total
  • Purchase

    SERIES B CONVERTIBLE PREFERRED STOCK

    2007-12-07$6.75/sh+296,296$1,999,998→ 3,851,852 total
Holdings

  • COMMON STOCK

    18,183,748

  • Convertible Promissory Note

    Exercise: $5.00From: 2007-06-25Exp: 2011-06-25→ Common Stock (1,000,000 underlying)
    1,000,000

  • Convertible Promissory Note

    Exercise: $5.00From: 2007-02-16Exp: 2011-02-16→ Series A Convertible Preferred Stock (5,060,000 underlying)
    5,060,000

  • Warrants to Purchase Common Stock

    Exercise: $0.00From: 2007-11-21Exp: 2012-11-21→ Common Stock (1,756,500 underlying)
    1,756,500

  • Warrants to Purchase Common Stock

    Exercise: $5.00From: 2007-02-16Exp: 2014-02-16→ Common Stock (909,000 underlying)

  • Warrants to Purchase Common Stock

    Exercise: $5.00From: 2007-06-25Exp: 2014-06-25→ Common Stock (150,000 underlying)
    150,000
Footnotes (7)
  • [F1]R. Allen Stanford is the beneficial shareholder of Stanford International Bank, Ltd. ("SIBL"). As a result of such ownership, Mr. Stanford could be deemed to have indirect beneficial ownership of 5,626,508 shares of common stock of the Issuer, along with the 6,060,000 shares of Series A Convertible Preferred Stock upon the conversion of the Convertible Note, the 4,740,740 shares of Series B Convertible Preferred Stock, and 1,756,500 additional shares of common stock if the Warrants are exercised.
  • [F2]Pursuant to a Securities Purchase Agreement dated February 16, 2007 (the "Purchase Agreement"), SIBL purchased a currently exercisable Convertible Promissory Note in the amount of $25,300,000 dated February 16, 2007 and a currently exercisable Convertible Promissory Note in the amount of $5,000,000 dated June 25, 2007 (jointly, the "Notes"). The Notes are convertible, at the option of SIBL, in whole or in part, into shares of Series A Convertible Preferred Stock. The shares of Series A Convertible Preferred Stock are convertible at any time by SIBL into fully paid and nonassessable shares of Common Stock on a one for one basis.
  • [F3]Pursuant to the terms of the Notes, the number of shares of Series A Convertible Preferred Stock into which the Notes may be converted shall be determined by dividing the aggregate principal amount of the Notes plus any accrued and unpaid interest thereon by the applicable conversion price; the calculation of shares, therefore, assumes no interest has accrued as of the date of conversion.
  • [F4]Pursuant to the Purchase Agreement, SIBL also purchased Warrants to purchase 909,000 shares of common stock. These Warrants were surrendered to the Issuer on November 21, 2007.
  • [F5]Includes (i) 5,626,508 shares of common stock of the issuer held by SIBL; and (ii) 6,060,000 shares of Series A Convertible Preferred Stock underlying the Notes; and (iii) 4,740,740 shares of Series B Convertible Preferred Stock, and (iv) 1,756,500 shares of common stock subject to currently exercisable warrants.
  • [F6]Pursuant to a Preferred Stock Purchase Agreement (the "Preferred Stock Purchase Agreement"), dated November 21, 2007, SIBL has purchased an aggregate of 4,740,740 shares of Series B Convertible Preferred Stock of the Issuer. Each share of the Series B Preferred Stock is initially convertible into one share of the Issuer's common stock.
  • [F7]Pursuant to the Preferred Stock Purchase Agreement, SIBL was also granted five-year Warrants to purchase 1,756,500 shares of the Issuer's common stock. The exercise price for the Warrants is $.001 per share of common stock.

Documents

1 file

Issuer

ELANDIA INTERNATIONAL INC.

CIK 0001352819

→
Entity typeoperating
IncorporatedDE

Related Parties

1
  • filerCIK 0001352819

Filing Metadata

Form type
4
Filed
Jan 2, 7:00 PM ET
Accepted
Jan 3, 3:50 PM ET
Size
23.1 KB
View on SEC.gov