This excerpt taken from the MTRX 8-K filed May 1, 2007.
Item 3.02 Unregistered Sales of Equity Securities.
On April 25, 2007, the holder of all of the outstanding principal balance of 7% Senior Unsecured Convertible Notes due 2010 (the Notes) of Matrix Service Company (the Company) converted $5.0 million of the Notes into 1,066,025 shares of the Companys common stock, par value $0.01 per share (Common Stock).
Previously, in August 2005, October 2005, August of 2006, and March of 2007, $0.5 million, $4.5 million, $10.0 million and $5.0 million of the Notes were converted into 95,854 shares, 906,421 shares, 2,091,539 and 1,064,277 shares of the Companys common stock, respectively. As of the close of business on April 25, 2007, $5.0 million of the original $30.0 million in unpaid principal balance of the Notes issued remain outstanding. The Notes are convertible into the Companys Common Stock at an initial conversion price of $4.69 per share, subject to adjustment for stock dividends, stock splits, or other matters. The Notes were issued under a securities purchase agreement executed on April 22, 2005 among the Company and certain investors (the Securities Purchase Agreement).
The shares of Common Stock are being issued solely to the existing security holder upon the conversion of the Notes pursuant to the exemption from registration provided under Section 3(a)(9) of the Securities Act of 1933, as amended. The Company did not pay or give, directly or indirectly, any commission or other remuneration for soliciting such conversion.
A description of the Notes and the Securities Purchase Agreement is set forth in the Companys Current Report on Form 8-K filed on April 25, 2005 (the 8-K), which description is incorporated herein by reference herein. The Securities Purchase Agreement and the form of the Note were filed as exhibits to the 8-K.
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.