PRVT » Topics » PART II. OTHER INFORMATION

This excerpt taken from the PRVT 10-Q filed Nov 9, 2007.

PART II. OTHER INFORMATION

 

Item 2. Unregistered Sales of Securities and Use of Proceeds

Purchases of Equity Securities

The following table sets forth information with respect to shares of common stock of the Company purchased by the Company during the nine months ended September 30, 2007:

 

Period

   (a) Total
Number of
Shares
Purchased
   (b)
Average
Price Paid
Per Share
   (c) Total Number
of Shares
Purchased as Part
of Publicly
Announced Plans
or Programs
   (d) Maximum Number (or
Approximate Dollar
Value) of Shares That May
Yet Be Purchased Under
the Plans or Programs (1)

January, 2007

   —      —      —      —  

February, 2007

   —      —      —      —  

March, 2007

   —      —      —      —  

April, 2007

   —      —      —      —  

May, 2007

   —      —      —      —  

June, 2007

   —      —      —      —  

July, 2007

   —      —      —      —  

August, 2007

   —      —      —      —  

September, 2007

   —      —      —      —  
                   

Total (1)

   —      —      —      —  
                   

 

(1) We have an arrangement with a non-affiliated shareholder whereby we sell our products in exchange for shares of common stock valued at market price at the time of repurchase. We may repurchase up to an additional 2,999 shares of common stock under this arrangement.

 

- 24 -


Item 6. Exhibits

 

31.1    Certifications pursuant to Rule 13a-14 under the Securities Exchange Act of 1934.
31.2    Certifications pursuant to Rule 13a-14 under the Securities Exchange Act of 1934.
32.1    Certification of CEO and CFO Pursuant to 18 U.S.C. § 1350, as Adopted Pursuant to § 906 of the Sarbanes-Oxley Act of 2002.

 

- 25 -


This excerpt taken from the PRVT 10-Q filed Aug 9, 2007.

PART II. OTHER INFORMATION

 

Item 2. Unregistered Sales of Securities and Use of Proceeds

Purchases of Equity Securities

The following table sets forth information with respect to shares of common stock of the Company purchased by the Company during the six months ended June 30, 2007:

 

Period

   (a) Total
Number of
Shares
Purchased
   (b) Average
Price Paid
Per Share
   (c) Total Number
of Shares
Purchased as Part
of Publicly
Announced Plans
or Programs
   (d) Maximum Number (or
Approximate Dollar
Value) of Shares That May
Yet Be Purchased Under
the Plans or Programs (1)

January, 2007

   —      —      —      —  

February, 2007

   —      —      —      —  

March, 2007

   —      —      —      —  

April, 2007

   —      —      —      —  

May, 2007

   —      —      —      —  

June, 2007

   —      —      —      —  
                   

Total (1)

   —      —      —      —  
                   

 

(1) We have an arrangement with a non-affiliated shareholder whereby we sell our products in exchange for shares of common stock valued at market price at the time of repurchase. We may repurchase up to an additional 2,999 shares of common stock under this arrangement.

 

- 25 -


Item 6. Exhibits

 

31.1    Certifications pursuant to Rule 13a-14 under the Securities Exchange Act of 1934.
31.2    Certifications pursuant to Rule 13a-14 under the Securities Exchange Act of 1934.
32.1    Certification of CEO and CFO Pursuant to 18 U.S.C. § 1350, as Adopted Pursuant to § 906 of the Sarbanes-Oxley Act of 2002.

 

- 26 -


This excerpt taken from the PRVT 10-Q filed Nov 14, 2006.

PART II. OTHER INFORMATION

 

Item 2. Unregistered Sales of Securities and Use of Proceeds

Convertible Notes

In the fall of 2003 we sold convertible notes to four accredited institutional investors in the aggregate principal amount of $2.25 million. Interest on the convertible notes accrues at the rate of 7%, and is payable quarterly in cash or common stock, at the election of the Company, based upon a weighted average market price during the 15 trading days preceding payment. The notes are convertible at the option of the holder at a fixed conversion price of $2.00.

In the third quarter of 2006 we issued an aggregate of 3,512 shares of common stock in payment of $7,601 of accrued interest under the notes and 231,652 shares in exchange for the conversion of principal under the notes. The issuance of the common stock is deemed to be exempt from the registration requirement of the Securities Act of 1933, as amended, in reliance on Section 4(2) of the Securities Act and Regulation D promulgated thereunder, as it was sold to institutional investors believed to be accredited investors and was made without general solicitation or advertising.

Purchases of Equity Securities

The following table sets forth information with respect to shares of common stock of the Company purchased by the Company during the nine months ended September 30, 2006

 

Period

   (a) Total
Number
of
Shares
Purchased
   (b)
Average
Price
Paid
Per
Share
  

(c) Total Number

of Shares

Purchased as Part

of Publicly
Announced Plans
or Programs

  

(d) Maximum

Number
(or Approximate
Dollar Value) of
Shares That
May Yet Be
Purchased
Under the Plans
or Programs (1)

January, 2006

   10,935    $ 3.57    —      —  

February, 2006

   —        —      —      —  

March, 2006

   —        —      —      —  

April, 2006

   —        —      —      —  

May, 2006

   —        —      —      —  

June, 2006

   —        —      —      —  

July, 2006

   —        —      —      —  

August, 2006

   —        —      —      —  

September, 2006

   —        —      —      —  
                     

Total (1)

   10,935    $ 3.57    —      —  
                     

 

(1) We have an arrangement with a non-affiliated shareholder whereby we sell our products in exchange for shares of common stock valued at market price at the time of repurchase. We may repurchase up to an additional 34,999 shares of common stock under this arrangement.

 

- 24 -


Item 6. Exhibits

 

31.1    Certifications pursuant to Rule 13a-14 under the Securities Exchange Act of 1934.
31.2    Certifications pursuant to Rule 13a-14 under the Securities Exchange Act of 1934.
32.1    Certification of CEO and CFO Pursuant to 18 U.S.C. § 1350, as Adopted Pursuant to § 906 of the Sarbanes-Oxley Act of 2002.

 

- 25 -


This excerpt taken from the PRVT 10-Q filed Aug 14, 2006.

PART II. OTHER INFORMATION

 

Item 2. Unregistered Sales of Securities and Use of Proceeds

Convertible Notes

In the fall of 2003 we sold convertible notes to four accredited institutional investors in the aggregate principal amount of $2.25 million. Interest on the convertible notes accrues at the rate of 7%, and is payable quarterly in cash or common stock, at the election of the Company, based upon a weighted average market price during the 15 trading days preceding payment. The notes are convertible at the option of the holder at a fixed conversion price of $2.00.

In June 2006 we issued an aggregate of 4,384 shares of common stock in payment of $17,726 of accrued interest under the notes. The issuance of the common stock is deemed to be exempt from the registration requirement of the Securities Act of 1933, as amended, in reliance on Section 4(2) of the Securities Act and Regulation D promulgated thereunder, as it was sold to institutional investors believed to be accredited investors and was made without general solicitation or advertising.

Purchases of Equity Securities

The following table sets forth information with respect to shares of common stock of the Company purchased by the Company during the six months ended June 30, 2006

 

Period

  

(a)

Total
Number
of
Shares
Purchased

   (b)
Average
Price
Paid
Per
Share
  

(c)

Total
Number of
Shares
Purchased
as Part of
Publicly
Announced
Plans or
Programs

  

(d)

Maximum
Number (or
Approximate
Dollar Value)
of Shares
That May
Yet Be
Purchased
Under the
Plans or
Programs (1)

January, 2006

   10,935    $ 3.57    —      —  

February, 2006

   —        —      —      —  

March, 2006

   —        —      —      —  

April, 2006

   —        —      —      —  

May, 2006

   —        —      —      —  

June, 2006

   —        —      —      —  
                     

Total (1)

   10,935    $ 3.57    —      —  
                     

 

(1) We have an arrangement with a non-affiliated shareholder whereby we sell our products in exchange for shares of common stock valued at market price at the time of repurchase. We may repurchase up to an additional 34,999 shares of common stock under this arrangement.

 

- 25 -


Item 6. Exhibits

 

31.1    Certifications pursuant to Rule 13a-14 under the Securities Exchange Act of 1934.
31.2    Certifications pursuant to Rule 13a-14 under the Securities Exchange Act of 1934.
32.1    Certification of CEO and CFO Pursuant to 18 U.S.C. § 1350, as Adopted Pursuant to § 906 of the Sarbanes-Oxley Act of 2002.

 

- 26 -


This excerpt taken from the PRVT 10-Q filed May 15, 2006.

PART II. OTHER INFORMATION

 

Item 2. Unregistered Sales of Securities and Use of Proceeds

Convertible Notes

In the fall of 2003 we sold convertible notes to four accredited institutional investors in the aggregate principal amount of $2.25 million. Interest on the convertible notes accrues at the rate of 7%, and is payable quarterly in cash or common stock, at the election of the Company, based upon a weighted average market price during the 15 trading days preceding payment. The notes are convertible at the option of the holder at a fixed conversion price of $2.00.

In March 2006 we issued an aggregate of 8,232 shares of common stock in payment of $22,870 of accrued interest under the notes. The issuance of the common stock is deemed to be exempt from the registration requirement of the Securities Act of 1933, as amended, in reliance on Section 4(2) of the Securities Act and Regulation D promulgated thereunder, as it was sold to institutional investors believed to be accredited investors and was made without general solicitation or advertising.

Purchases of Equity Securities

The following table sets forth information with respect to shares of common stock of the Company purchased by the Company during the three months ended March 31, 2006

 

Period

   (a) Total
Number of
Shares
Purchased
   (b)
Average
Price Paid
Per Share
   (c) Total Number
of Shares
Purchased as Part
of Publicly
Announced Plans
or Programs
   (d) Maximum Number (or
Approximate Dollar
Value) of Shares That
May Yet Be Purchased
Under
the Plans or Programs (1)

January, 2006

   10,935    $ 3.57    —      —  

February, 2006

   —        —      —      —  

March, 2006

   —        —      —      —  
                     

Total (1)

   10,935    $ 3.57    —      —  
                     

 

(1) We have an arrangement with a non-affiliated shareholder whereby we sell our products in exchange for shares of common stock valued at market price at the time of repurchase. We may repurchase up to an additional 34,999 shares of common stock under this arrangement.

 

- 23 -


Item 6. Exhibits

 

31.1    Certifications pursuant to Rule 13a-14 under the Securities Exchange Act of 1934.
31.2    Certifications pursuant to Rule 13a-14 under the Securities Exchange Act of 1934.
32.1    Certification of CEO and CFO Pursuant to 18 U.S.C. § 1350, as Adopted Pursuant to § 906 of the Sarbanes-Oxley Act of 2002.

 

- 24 -


This excerpt taken from the PRVT 10-Q filed Nov 14, 2005.

PART II. OTHER INFORMATION

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

 

In the fall of 2003 we sold convertible notes to four accredited institutional investors in the aggregate principal amount of $2.25 million. Interest on the convertible notes accrues at the rate of 7%, and is payable quarterly in cash or common stock, at the election of the Company, based upon a weighted average market price during the 15 trading days preceding payment. The notes are convertible at the option of the holder at a fixed conversion price of $2.00.

 

In September 2005 we issued an aggregate of 13,347 shares of common stock in payment of $34,405 of accrued interest under the notes. The issuance of the common stock is deemed to be exempt from the registration requirement of the Securities Act of 1933, as amended, in reliance on Section 4(2) of the Securities Act and Regulation D promulgated thereunder, as it was sold to institutional investors believed to be accredited investors and was made without general solicitation or advertising.

 

Item 6. Exhibits and Reports on Form 8-K

 

a. Exhibits:

 

31.1    Certifications pursuant to Rule 13a-14 under the Securities Exchange Act of 1934.
31.2    Certifications pursuant to Rule 13a-14 under the Securities Exchange Act of 1934.
32.1    Certification of CEO and CFO Pursuant to 18 U.S.C. § 1350, as Adopted Pursuant to § 906 of the Sarbanes-Oxley Act of 2002.

 

b. Reports on Form 8-K:

 

None.

 

- 23 -


This excerpt taken from the PRVT 10-Q filed Aug 11, 2005.

PART II. OTHER INFORMATION

 

Item 1. Legal Proceedings

 

In December 1999 the Company received final notification from the Swedish Tax Authority assessing its subsidiary in Cyprus for the tax years 1995-1998 for a total amount of SEK 42,000,000 (approx. EUR 4.5 million) plus fines amounting to SEK 16,800,000 (approx. EUR 1.8 million) plus interest. The Swedish Tax Authority has taken the position that the subsidiary carried on business in Sweden from a permanent establishment during the period in question and should therefore be taxed on the income attributable to the permanent establishment. The case is under litigation and the Company believes the circumstances supporting the Tax Authority’s claim are without merit. However, in May 2005 the Administrative Court of Appeal decided that a permanent establishment is at hand. The Court has only made a principle statement and the question how to calculate any eventual profit that can be allocated to the permanent establishment is not decided by the Court at this stage. The Company has appealed against the decision. The final outcome of this litigation will not be known for several years. Due to the early stages of this matter and the uncertainty regarding the ultimate decision, no amounts have been provided in the Company’s financial statements for this dispute.

 

Item 2. Changes in Securities and Use of Proceeds

 

In the fall of 2003 we sold convertible notes to four accredited institutional investors in the aggregate principal amount of $2.25 million. Interest on the convertible notes accrues at the rate of 7%, and is payable quarterly in cash or common stock, at the election of the Company, based upon a weighted average market price during the 15 trading days preceding payment. The notes are convertible at the option of the holder at a fixed conversion price of $2.00.

 

In June 2005 we issued an aggregate of 12,627 shares of common stock in payment of $34,405 of accrued interest under the notes. The issuance of the common stock is deemed to be exempt from the registration requirement of the Securities Act of 1933, as amended, in reliance on Section 4(2) of the Securities Act and Regulation D promulgated thereunder, as it was sold to institutional investors believed to be accredited investors and was made without general solicitation or advertising.

 

Item 6. Exhibits and Reports on Form 8-K

 

a. Exhibits:

 

31.1    Certifications pursuant to Rule 13a-14 under the Securities Exchange Act of 1934.
31.2    Certifications pursuant to Rule 13a-14 under the Securities Exchange Act of 1934.
32.1    Certification of CEO and CFO Pursuant to 18 U.S.C. § 1350, as Adopted Pursuant to § 906 of the Sarbanes-Oxley Act of 2002.

 

b. Reports on Form 8-K:

 

On June 9, 2005, we filed a Current Report on Form 8-K under Item 5.02 to report the resignation of Ferran Mirapeix as a director and the election by our Board of Directors of Lluis Torralba as a director to fill the Board vacancy.

 

- 22 -


 

This excerpt taken from the PRVT 10-Q filed May 16, 2005.

PART II. OTHER INFORMATION

 

Item 2. Changes in Securities and Use of Proceeds

 

In the fall of 2003 we sold convertible notes to four accredited institutional investors in the aggregate principal amount of $2.25 million. Interest on the convertible notes accrues at the rate of 7%, and is payable quarterly in cash or common stock, at the election of the Company, based upon a weighted average market price during the 15 trading days preceding payment. The notes are convertible at the option of the holder at a fixed conversion price of $2.00.

 

In March 2005 we issued an aggregate of 7,258 shares of common stock in payment of $33,658 of accrued interest under the notes. The issuance of the common stock is deemed to be exempt from the registration requirement of the Securities Act of 1933, as amended, in reliance on Section 4(2) of the Securities Act and Regulation D promulgated thereunder, as it was sold to institutional investors believed to be accredited investors and was made without general solicitation or advertising.

 

Item 6. Exhibits and Reports on Form 8-K

 

a. Exhibits:

 

31.1    Certifications pursuant to Rule 13a-14 under the Securities Exchange Act of 1934.
31.2    Certifications pursuant to Rule 13a-14 under the Securities Exchange Act of 1934.
32.1    Certification of CEO and CFO Pursuant to 18 U.S.C. § 1350, as Adopted Pursuant to § 906 of the Sarbanes-Oxley Act of 2002.

 

b. Reports on Form 8-K:

 

On February 10, 2005, we filed a Current Report on Form 8-K under Item 1.01 to report that on February 4, 2005, we entered into an agreement with Local i Serveis Sant Cugat, S.L. to sell the remaining part of our real estate property located in Barcelona, Spain.

 

- 19 -


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