This excerpt taken from the TVIN 10-K filed Mar 14, 2006.
Recent Sales of Unregistered Securities
As previously reported, in connection with our November 2005 acquisition of STI we issued an aggregate of 2,313,811 shares of our Common Stock to six persons all of whom were former STI stockholders. Of the 2,313,811 shares issued, we placed in escrow 1,348,404 shares to secure our indemnification rights under the merger agreement. The securities issued in connection with the STI merger have not been registered under the Securities Act of 1933, as amended (the 1933 Act), and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the 1933 Act. We relied on Section 4(2) of the 1933 Act and Rule 506 of Regulation D promulgated thereunder. Each of STIs former stockholders were given information concerning TVI and represented that the shares were being acquired for investment purposes only. The issuances were made without general solicitation or advertising. The appropriate restrictive legend was placed on the certificates and stop transfer instructions were issued to TVIs transfer agent.
In April 2004, we purchased substantially all of the assets of CAPA Manufacturing, LLC, a privately-held manufacturer of PAPRs and related respiration products. The purchase price included the net payment of approximately $550,000 in cash and the issuance of 88,780 shares of our Common Stock in a private transaction. In addition to the initial payment, an earn-out payment of up to $625,000, payable in our Common Stock, is also payable for fiscal year 2006 if certain operating benchmarks are satisfied.