CHANGES IN SECURITIES AND USE OF PROCEEDS. Recent Sales of Unregistered Securities None. Use of Proceeds from a Sale of Registered Securities None.
CHANGES IN SECURITIES AND USE OF PROCEEDS. Recent Sales of Unregistered Securities On January 12, 2000, Digex issued 50,000 shares of Preferred Stock and Warrants to purchase 532,000 shares of Class A Common Stock, with an exercise price of $57.00 per share, to Microsoft for an aggregate consideration of $50.0 million. On January 12, 2000, Digex also issued 50,000 shares of Preferred Stock and Warrants to purchase 532,500 shares of Class A Common Stock, with an exercise price of $57.00 per share, to a subsidiary of Compaq for an aggregate consideration of $50.0 million of which $35.0 million was paid in cash and $15.0 million was paid in the form of equipment credits granted to Digex. The 100,000 shares of Preferred Stock are convertible into an aggregate of approximately 1,462,000 shares of Class A Common Stock. Based on representations by the purchasers, the issuances were made in reliance on the exemption from registration provided by Section 4(2) of the Securities Act of 1933, as amended, as a transaction by an issuer not involving a public offering. Use of Proceeds from a Sale of Registered Securities For the three months ended March 31, 2000, we used $33.8 million of the net proceeds of our initial public offering to purchase telecommunications related assets held by us and $27.1 million for the purchase of telecommunications related assets subsequently sold to Intermedia. The proceeds of the sales of assets to Intermedia were unrestricted and were used to fund our operating expenses.
CHANGES IN SECURITIES AND USE OF PROCEEDS. On May 24, 2002, the Company issued an aggregate of 1,202,463 shares of Series B Convertible Preferred Stock to existing stockholders of the Company in full satisfaction of a preexisting debt owed to such stockholders totaling, in the aggregate, approximately $433,000. Each of such stockholders is and was at the time of issuance an accredited investor, as such term is defined in Regulation D promulgated under the Securities Act of 1933, as amended (the "Securities Act"). The detailed description of the transaction set forth in Note F to the unaudited condensed consolidated financial statements included in this quarterly report on Form 10-QSB is incorporated herein by reference. Each share of Series B Convertible Preferred Stock may be converted at any time, at the option of the holders and for no additional consideration, into two shares of the Company's common stock, and each share automatically converts into two shares of the Company's common stock upon the closing of the merger with Avatech Solutions, Inc. Each share of Series B Convertible Preferred Stock is entitled to two votes (on an as-converted basis) on all matters submitted to the stockholders of the Company for a vote. As of the date hereof, the holders of the Series B Convertible Preferred Stock represent approximately 16% of the outstanding votes. The Series B Convertible Preferred Stock ranks ahead of the Company's common stock as to payment of dividends and amounts payable upon liquidation, dissolution or winding-up, and therefore could adversely affect the holders of common stock with respect to such payments. The aggregate liquidation preference is equal to approximately $433,000, which represents the original aggregate investment amount for the Series B Convertible Preferred Stock. The issuance of the Series B Convertible Preferred Stock was exempt from registration under the Securities Act, pursuant to Section 4(2) of the Securities Act, including Rule 506 of Regulation D promulgated thereunder. The Company did not engage in any advertising or general solicitation in connection with the sale of these securities.
CHANGES IN SECURITIES AND USE OF PROCEEDS. In October 2001, we announced a program authorizing the repurchase of up to $50 million of our common stock ("the stock repurchase program"). During the quarter ended December 31, 2004, we purchased the following shares of our common stock under the stock repurchase program: TOTAL TOTAL NUMBER OF SHARES PURCHASED AS PART OF MAXIMUM DOLLAR VALUE THAT MAY YET BE PURCHASED PERIOD NUMBER OF SHARES PURCHASED AVERAGE PRICE PAID PER SHARE PUBLICLY ANNOUNCED PROGRAMS UNDER THE STOCK REPURCHASE PROGRAM ------ --------- ---------- ---------------- ----------------- (IN THOUSANDS) October 1 - October 31.......... -- -- 2,732,414 $5,132 November 1 - November 30........ 211,200 $16.40 2,943,614 $1,668 December 1 - December 31........ Total........................... 102,000 --------- 1,151,181 ========= $16.36 ------ $16.44 ====== 3,045,614 --------- 3,045,614 ========= $ -- ------ $ -- ====== All purchases of our common stock were made under the stock repurchase program.
