CALY-NEWS! Vertriebskanal erfolgreich ausgebaut.

24-Mar-2004

Other Events and Financial Statements & Exhibits


ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE
The Registrant (the "Company") on March 19, 2004 entered into an amendment to its prior agreement with Marr Technologies, B.V. ("Marr"), the Company's largest stockholder. Under the original agreement effective November 13, 2003, Marr had agreed to purchase up to $10,000,000 of 5% Promissory Notes that the Company may issue between February 28, 2004 and May 31, 2004 (the "Agreement"). The Agreement was to terminate on March 31, 2004 if the Company had not listed its common stock on an established stock exchange by that date. By amendment to the Agreement, Marr has now agreed to purchase up to $15,000,000 of the Company's 5% Promissory Notes. The Company may, but is not required to, issue up to the entire $15,000,000 commitment of 5% Promissory Notes under the amendment to the Agreement. Each 5% Promissory Note issued will have a term of 12 months. The amended Agreement will terminate May 31, 2005. Proceeds from the issuance of the notes under the amended Agreement may be used for general corporate purposes.

In consideration of the increase in the commitment amount and amendment to the Agreement, the Company granted MTBV or its assignee a warrant to purchase 400,000 shares of the Company's common stock at an initial exercise price of $0.46 (20% discount to the closing price of the Company's common stock on March 19, 2004) per warrant share with piggyback registration rights for the underlying shares of common stock. The warrant may be exercised by MTBV or its assignee for a period of two years from the date of grant.