4//SEC Filing
SHIPP TERRANCE MICHAEL 4
Accession 0001209191-03-020322
CIK 0000835409other
Filed
Sep 3, 8:00 PM ET
Accepted
Sep 4, 8:28 PM ET
Size
9.0 KB
Accession
0001209191-03-020322
Insider Transaction Report
Form 4
CLARION TECHNOLOGIES INC/DE/CLAR.OB
SHIPP TERRANCE MICHAEL
10% Owner
Transactions
- Other
Series A Con. Preferred Stock, par value $0.001 per share
2003-09-02+400→ 34,952 total(indirect: By Fund III)Exercise: $0.00From: 2003-09-02Exp: 2007-06-30→ Common Stock, par value $0.001 per share (228,571 underlying)
Footnotes (6)
- [F1]Dividends on the Series A Preferred Stock will accrue daily at a rate of 12% per annum. If a dividend payment default occurs, dividends will accrue daily at the rate of 15% per annum. Dividends are payable in cash.
- [F2]At any time and from time to time, holders of Series A Preferred Stock can convert such shares into shares of common stock of Clarion Technologies, Inc. by multiplying the number of shares to be converted by $1,000 and dividing that result by the conversion price then in effect, initially $1.75. The conversion price is subject to adjustment as a result of subdivisions or combinations of common stock, reorganizations, reclassifications, consolidations, mergers, sales of all or substantially all of Clarion Technologies, Inc.'s assets, or if Clarion Technologies, Inc., in certain circumstances, issues common stock at below fair market value prices. At any time after June 30, 2004, the holder of the Series A Preferred Stock may convert accrued and unpaid dividends on such shares into a number of shares of common stock of Clarion Technologies, Inc. computed by dividing the amount of accrued and unpaid dividends by the conversion price then in effect.
- [F3]Clarion Technologies, Inc. issued 228,571 shares of Series A Preferred Stock to William Blair Mezzanine Capital Fund III, LP as payment for the lapse of a contingency with respect to the prepayment of certain indebtedness of Clarion Technologies, Inc. owned by William Blair Mezzanine Capital Fund III, LP.
- [F4]All conversion rights of the shares of Series A Preferred Stock shall cease upon redemption of such shares. The Series A Preferred Stock is subject to optional redemption by Clarion Technologies, Inc. after the earlier of July 21, 2003 or a fundamental change (as defined in the Certificate of Designations of the Series A Preferred Stock). The Series A Preferred Stock is also subject to mandatory redemption on June 30, 2007.
- [F5]Terrance M. Shipp (the "Reporting Person"), as Initial Managing Director of William Blair Mezzanine Capital Partners III, L.L.C., the sole general partner of William Blair Mezzanine Capital Fund III, L.P. ("Fund III") may, pursuant to Rule 16-1(a)(2)(ii)(B), be deemed to beneficially own the Series A Preferred Stock or the common stock issuable upon conversion of the Series A Preferred Stock. The Reporting Person disclaims beneficial ownership of such Series A Preferred Stock and common stock, except to the extent of his pecuniary interest therein.
- [F6]The Reporting Person may attend board meetings of Clarion Technologies, Inc. as a non-voting observer.
Issuer
CLARION TECHNOLOGIES INC/DE/
CIK 0000835409
Entity typeother
Related Parties
1- filerCIK 0001212696
Filing Metadata
- Form type
- 4
- Filed
- Sep 3, 8:00 PM ET
- Accepted
- Sep 4, 8:28 PM ET
- Size
- 9.0 KB