No APS in the circularAnd stock was delisted fom Nasdaq
Notice of Boston Stock Exchange Delisting. On December 2, 1998, the Boston Stock Exchange notified the Company that it currently does not meet the Boston Stock Exchange's $500,000 stockholders' equity maintenance requirement. The Company is exploring ways in which it will be able to meet such requirement. The Company must provide the Boston Stock Exchange with a written response by December 30, 1998, or the Boston Stock Exchange will suspend trading of the Company's common stock and Public Warrants and file for delisting with the Commission. Debt Restructuring. In November 1998, J. Mark Rubenstein ("JMR") resigned as a director and officer of the Company. JMR was the former shareholder of CCI who joined the Company in February 1998 when CCI merged with the Company. In connection with his departure from the Company and in full satisfaction of the Company's and JMR's obligations to each other, JMR sold to certain investors (the "Investors"), including Shelly Finkel, Chairman of the Board of the Company, Michael Hoppman, Chief Financial Officer of the Company and Barry Rubenstein and Eli Oxenhorn, principal stockholders, an aggregate of 353,393 shares of common stock and the $1,000,000 CCI Note previously issued by the Company to him in the CCI merger for an aggregate purchase price of $575,000. JMR also contributed back to the Company 47,891 shares of common stock with a fair market value of $69,867 in consideration of $298,364 that he owed to the Company relating to Access Telecom. The reserve for the loss on the settlement of $229,497 was provided for in the Company's financial statements for the nine months ended September 30, 1998. In November 1998, the Company offered the Investors the opportunity to convert the CCI Note into shares of common stock at a conversion rate of $1.23 per share (such price being equal to the average closing price of a share of common stock during October 1998). The Investors accepted the conversion offer and converted the CCI Note into an aggregate 813,008 shares common stock. The Investors forgave interest of $60,000 due on the CCI Note. There was no gain or loss recognized by the Company on the conversion of the CCI Note. 10 October 1998 Private Placement. In October 1998, the Company consummated the October 1998 Private Placement from which it derived net proceeds of $1,846,750 through the sale of 1,198,000 shares of common stock for a purchase price of $1.625 per share. The Company used a portion of the proceeds to repay $1,250,000 aggregate principal amount of promissory notes ("April 1998 Notes") plus interest accrued thereon issued in the April 1998 Private Placement. Nasdaq Delisting. On September 16, 1998, Nasdaq notified the Company that its securities were delisted from the Nasdaq SmallCap Market at the close of business on such date for failure to meet the Nasdaq listing maintenance requirements. The Company's common stock currently is traded on the Boston Stock Exchange and the OTC Bulletin Board. New President. On August 5, 1998, the Company and Robert Bogin, the Company's President, entered into an amendment to Mr. Bogin's employment agreement pursuant to which, as of August 31, 1998, Mr. Bogin's term as President ended. Pursuant to this amended agreement, the Company agreed to pay Mr. Bogin one-half of his annual salary through December 31, 1999 and to extend the period in which certain options granted to Mr. Bogin may be exercised to December 2001. Randolph Cherkas, the Company's Chief Operating Officer and a director since February 1998, became President as of September 1, 1998. In February 1994, Mr. Cherkas founded NATW and served as its President until February 1998, when NATW was acquired by the Company. From July 1993 to February 1994, Mr. Cherkas served as an account executive for Network Equipment Technologies, a company that designs and sells network solutions to Fortune 500 companies. From July 1984 to July 1993, Mr. Cherkas served as an account executive for IBM. Mr. Cherkas's employment agreement provides for a term through December 31, 2000, for a base annual salary of $180,000 (subject to annual increases and bonuses at the discretion of the Board of Directors) and for options to purchase 50,000 shares at an exercise price of $6.375, which vest in two equal installments on February 6, 1999 and February 6, 2000.