AUSTIN, TX--(Marketwired - Jun 19, 2014) - EPIC Corporate (PINKSHEETS: EPOR) ("EPIC") and Ronald S. Tucker, EPIC's president, announced that "EPIC Shareholders, by exchanging their common stock for convertible preferred stock can receive a yield of up to 18.668% per annum in cash or stock dividends in EPIC common stock. The yield can be increased with the sale of common stock received as a stock dividend. In addition, the preferred stock can be converted into more shares of common stock than the common shares given for the preferred."
EPIC has extended the cutoff date for exchanging 1.5 shares of common stock for 1 share of EPIC $1 face value Series A 5% Convertible Preferred Stock ("Preferred Stock") to July 15, 2014. Shareholders holding EPIC common stock in street name may elect to make the exchange through their broker/dealer on or before July 15, 2014. The Preferred Stock will be held by their broker/dealers in street name and will be trade-able. A single shareholder can exchange no more than 300,000. Any fractional preferred share will be considered a whole share. The Preferred Stock will be delivered on or before July 25, 2014, and it will have a lock-up provision preventing conversion back to common stock for a period of 90 days from July 15, 2014.
A Brief Description of the Preferred Stock follows:
Dividend
The number of shares declared in a stock dividend shall be equal to the 5% dividend rate on $1 per share divided by a 25% discount from the value weighted average price ("VWAP") per share for the 10 trading days before the Declaration Date.
Liquidation Preference
In the event of any liquidation, dissolution or winding up of the affairs of the Corporation, whether voluntary or involuntary the holders of shares of the Preferred Stock shall be entitled to receive, out of the assets of the Corporation, whether such assets are capital or surplus and whether or not any dividends as such are declared, $3.00 per share plus an amount equal to all accrued and unpaid dividends thereon to the date fixed for distribution.
Conversion
Each share of Preferred Stock shall be convertible, at the option of the holder, at any time after ninety days from the date of issuance of the Series A 5% Convertible Preferred Stock into authorized but previously unissued shares of Common Stock, at a conversion price equal to a sixty-five (65%) percent discount from the VWAP for the 10 trading days ("Conversion Price1") prior to the date of the written notice of conversion which must be within 5 days of the date received by the Corporation. However, the Conversion Price can be no lower than $0.30 per share and no more than $1.00 per share.
Redemption
Shares of the Preferred Stock will be redeemable, at the option of the Corporation, in its sole and absolute discretion, on or after 5 years from the date of issuance for cash at a redemption price of $10.00 per share, plus any accumulated, accrued and unpaid dividends.
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