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This excerpt taken from the WBMD 8-K filed Nov 21, 2006. Preferred
Stock
In August 2000, the Company increased its authorized shares of
preferred stock, par value $0.0001, to 34,000,000 shares
from 10,703,000 shares. Of the total shares authorized,
3,000 shares are designated as Class A,
9,500,000 shares are designated as Class B1,
1,200,000 shares are designated as Class B2,
9,200,000 shares are designated as Class B3,
1,200,000 shares are designated as Class B4,
10,000,000 shares are designated as Class C preferred
and 2,897,000 shares are not designated.
In August and October 2000, the Company issued 4,901,529 and
324,367 shares of Class C preferred, respectively, for
aggregate proceeds of approximately $25,979,000, net of related
issuance costs of approximately $150,000. In connection with
this offering, 6,524,471 shares of Class B1
convertible preferred stock were exchanged for Series B3
convertible preferred stock on a
one-for-one
basis and 1,000,000 shares of Class B2 convertible
preferred stock were exchanged for Class B4 convertible
preferred stock on a
one-for-one
basis. The terms and conditions of the B1 and B3 convertible
preferred stock are substantially similar as are those of the B2
and B4 convertible preferred stock.
In September 2001, at a request of a stockholder, the Company
repurchased 909,091 shares of Class B1 convertible
preferred stock, including all rights to dividends,
distributions or interest, if any, for a cash consideration of
$1.00. The related shares were subsequently cancelled.
Accordingly, the Company recorded the pro rata value of the
shares of approximately $4,693,000 as a reduction to preferred
stock and an addition to additional paid-in capital.
The following summarizes each class of preferred stock:
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