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Thursday, August 09, 2012 11:50:28 AM
Following RTG Ventures, Inc.’s (OTCQB:RTGV.PK – News) restructure of its short-term debt, the Company has and will continue to improve its balance sheet. As filed in the 10-K and 10-Q recently, the acquisition of STYLAR a/k/a Digital Clarity resulted in a Preferred Share Designation (“PSD”), as follows: Total of 2 Million Preferred Shares convertible to Common Shares under Rule 144, Price per Share set as the closing price 30-days preceding September 3, 2011 at $0.016083, ratio of PS:CS at 1:53.04. Simply stated every Preferred Share will eventually convert to 53.04 shares of common stock. Reggie James was the majority shareholder of STYLAR and now holds 166,176 Preferred Shares in RTG as a result of the acquisition.
Using the same PSD, Neil Gray has swapped all of his salary since April 2010 for Preferred Stock at $0.016083 as well. The Chairman is illustrating his support and belief in RTG given that the current PPS is well below the strike price for the swap. Gray will no longer accrue salary as a Non-Qualified Performance Based Stock Option Program has also been implemented. The strike price for any equity award will be at the same strike price of $0.016083. Of all Stock Option Plans in existence for public companies, only 5% have a strike price above the market price. RTG’s Board is betting on a price, not only above the market today by some distance, but well above the strike price, or the options have no value to the recipients.
Also reflected in the SEC filings since July 2010, Linda Perry has sold her debt and accruals in tranches to non-affiliated third parties, and made Contributions to Capital as a strategic financing tool for Company liabilities. This approach was intended to offset the convertible debenture financing as there was no automatic conversion of debt. The debt paper is in friendly hands and the balance sheet is improved by Contributions to Capital.
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