Any stock or buisness gurus that can explain to me what this means?

[Derrick Townsend]

I know its alot of readin but it makes no sense to me. Thanks in advance



HERNDON, Va.--(BUSINESS WIRE)--Guardian Technologies International, Inc. (OTCBB: GDTI - News), a leading provider of high-performance security and healthcare solutions based on "Intelligent Imaging Informatics" (3i(TM)), today announced that, pursuant to the terms of a securities purchase agreement with a group of institutional accredited investors, it successfully completed the first of two closings of a private placement of its securities. Investors have agreed to purchase in the aggregate, and before deduction of certain fees and expenses of the offering, $5,150,000 of securities, $2,575,000 of which were purchased at the first closing and $2,575,000 of which will be purchased upon effectiveness of a registration statement to be filed by the company with regard to shares underlying the securities. Midtown Partners & Co., LLC, acted as the placement agent for the private placement.



At the first closing, Guardian issued an aggregate of $2,575,000 in principal amount of Series A 10% senior convertible debentures due November 7, 2008, and warrants to purchase 4,453,707 shares of its common stock at an exercise price of $1.15634 per share. The debentures are convertible into shares of Guardian common stock at any time at a conversion price of $1.15634 per share. The debentures bear interest at 10% per annum due on the first day of each calendar quarter or upon conversion or redemption of the debentures as to the principal amount so converted or redeemed. The company may, subject to certain conditions, pay the interest due under the debentures in registered shares of its common stock. Also, Guardian may, under certain conditions, require holders to convert the debentures. The debentures to be issued to investors at the second closing will be on the same terms as the debentures issued in the first closing. One half of the warrants are exercisable commencing on the issue date and the remaining one half of the warrants become exercisable upon the receipt by the company of proceeds from the second closing. The warrants are exercisable for a period of five years. The debentures and warrants contain certain anti-dilution provisions, including a provision which provides that if Guardian fails to satisfy certain revenue and other milestones established by the purchasers during the six, twelve and eighteen month periods following the first closing, the conversion price of the debentures and exercise price of the warrants will be reset to a price as of the end of the applicable milestone period, and other customary provisions and the warrants contain certain cashless exercise provisions. The securities were offered to accredited investors in reliance on an exemption from the registration requirements of the Securities Act of 1933. The securities, including certain securities issued to Midtown, were not registered under the Securities Act of 1933 or any state laws and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

 

[Ryan Schaecher]

Here's my take.... others may offer more insight.



Seems to me that Guardian Tech has taken a chuck of their public holdings private (ie, they have sold a portion of the company to a private firm), for a certain amount, $5.15 million (not including fees) in two chunks, $2.575 million in offering (1) and the rest in (2).



Guardian has issued a series of investment bonds (not stock) that are due in Nov '08 at which time they will trade the bonds for stock, and will include a 10% premium at the beginning of each calender quarter until the bonds are converted.



The rest gives some of the legaleese and financial terms of the bonds issued.

 

[Rodger Tellefson]

Saw this on Yahoo News:





Money Matters



The Five Signs of Bad Financial Advice

by Suze Orman



Printable ViewEmail this PageMonday, November 6, 2006

In a recent survey conducted by Fair Isaac, the company behind the FICO credit score, 79 percent of respondents said that financial professionals were their most trusted source for personal finance and credit information. (Family members came in second at 70 percent.)



That doesn't really surprise me, but it sure concerns me. The fact is that there are plenty of professionals out there who sell clients financial products that put a lot of money in the adviser's pocket regardless of whether they're truly the best choice for the client.



I'm not making a blanket statement that all financial professionals are bad; that's how I got my start as one back in the 1980s, after all. But you really need to do your homework to make sure anyone giving you financial advice is giving you good advice.



Here are five signs that a financial advisor may not have your best interests at heart:





1. You own a mutual fund with the letter "B" in its name.



B-share funds are bad news. While it's true that you pay no sales commission (or load) when you first invest in the fund, you could be hit with a load when you try to leave the fund.



These funds are known as deferred-sales charge funds: If you cash out in the first year you'll pay a commission of, say, 5 percent of the money you pull out; if you leave in the second year , the fee is 4 percent, and so on. After five years or so you typically won't pay a fee when you sell.



But the longer you stay invested in the fund the longer you'll be paying a very steep expense ratio. That's the annual charge all mutual fund investors pay on their investment. The problem with B share funds is that the expense ratio can be 1.5 percent a year or more, because a big portion of that charge goes to pay the advisor who sold you the fund.



When you compare that to index funds or ETFs, which have expense ratios that can be just two-tenths of a percentage point or less (0.20 percent), it's a huge difference. Your advisor is doing well, but the high expense ratio you're paying makes it harder for you to do well.





2. You pay the advisor through commissions rather than a flat rate.



A financial advisor -- which can just be a gussied-up name for broker -- who makes all of his or her money on commissions for the investments you buy and sell obviously has an interest in getting you to do a lot of buying and selling. And it's not unreasonable to see that the advisor has a financial incentive to get you to pay high commissions.



How is that good for you? You and your money deserve a better deal than an advisor who works solely on commission can offer. A better arrangement is to work with an advisor you pay a flat annual fee to rather than per-trade commissions.



A typical advisor fee might be 1 percent to 1.5 percent or so. But again, you need to be careful that your advisor is taking good care of your money. If you're paying an advisor 1 percent or so a year for his fee, and the advisor is then turning around and putting you in mutual funds with annual expense ratios of around 1.5 percent, your total investing costs are way too high.



A financial advisor who charges a flat annual management fee should be focused on individual stocks or very low-cost funds such as index funds or ETFs.



Recommendations from people you trust are obviously a great way to track down a fee-only advisor. You can also search for fee-only advisors at the National Association of Personal Financial Advisors.





3. Your life insurance is a cash-value policy.



If your advisor also happens to be a life insurance agent and has steered you into a cash-value policy, sirens should be blaring in your head. In the vast majority of cases, all