Startech Environmental Corp.(fka STHKQ)

[jonesieatl]

STHK.OB STARTECH ENVIRONMENTAL CORP

Yorkville / Cornell does not miss any bets when it comes to protecting themselves and getting their warrant prices reduced.

From today's S-1/A:

http://www.sec.gov/Archives/edgar/data/875762/000105050208000131/startechamend3145903.txt

"In connection with previous private placements, Cornell holds (1)
warrants to purchase 650,000 shares of our common stock issued on September 15,
2005 with an exercise price of $2.53 and an expiration date of September 15,
2008; and (2) warrants to purchase 1,666,666 shares of our common stock issued
on April 11, 2007, of which 833,333 had an exercise price of $3.40 and the other
833,333 had an exercise price of $4.40, all of which had an expiration date of
April 11, 2011 (collectively the "Cornell Warrants"). The exercise price of the
Cornell Warrants are subject to downwards adjustment upon the occurrence of
certain events, including if we subsequently sell shares of our common stock for
less than a designated consideration per share, in which case the exercise price
is adjusted to such consideration per share. In addition, only for the Cornell
Warrants issued on September 15, 2005, if the exercise price is adjusted
downwards, then the number of shares of our common stock is adjusted upwards,
such that the total proceeds that would be paid to us at exercise would remain
constant. Due to a subsequent private placement of our common stock, for
consideration per share which triggered the adjustment provisions, (1) the
Cornell Warrants issued on September 15, 2005 now permit Cornell to purchase
822,250 shares of our common stock at an exercise price of $2.00 per share; and
(2) the Cornell Warrants issued on April 11, 2007 now permit Cornell to purchase

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1,666,666 shares of our common stock at an exercise price of $2.20 per share.
Further, on May 6, 2008, we reduced to writing our prior oral agreements with
Cornell whereby Cornell agrees to waive the anti-dilution provisions in the
September 15, 2005 warrants s they relate to the private placement of shares of
our common stock that occurred subsequent to September 15, 2005 at a price per
share below $2.53, which issuance would have resulted in downward adjustments to
the exercise price of those warrants to $1.88 per share and an increase in the
number of shares issuable upon exercise of those warrants to 874,734 shares of
our common stock. In consideration of this written agreement, we agreed to issue
to Cornell new warrants to purchase 30,000 shares of our common stock at an
exercise price of $1.50 per share. These warrants will expire three years from
the date issued and will have substantially the same terms as the warrants
issued on September 15, 2005, except that the full-ratchet anti-dilution rights
will expire on Sseptember 15, 2008. The Cornell Warrants remain subject to
adjustment until exercised or until they expire. Future private placements could
trigger the adjustment provisions again and Cornell could be permitted to
exercise the Cornell Warrants at exercise prices lower than those currently in
effect and Cornell could be permitted to purchase more shares of our common
stock pursuant to the Cornell Warrants issued on September 15, 2005 than is
currently in effect, thus exacerbating any potential dilution from future
private placements."