-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FQPXhqXMTooRrG3+mq0kLvCRQBFgLBuwwdXGBML+eSmj6IlFUjD4bO7Lulr0QlCV fsRXQ68y/GFrfCA0eOSO7g== 0001104659-03-021449.txt : 20030924 0001104659-03-021449.hdr.sgml : 20030924 20030924143623 ACCESSION NUMBER: 0001104659-03-021449 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030919 FILED AS OF DATE: 20030924 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: HYPERTENSION DIAGNOSTICS INC /MN CENTRAL INDEX KEY: 0001058828 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 411618036 STATE OF INCORPORATION: MN FISCAL YEAR END: 0630 BUSINESS ADDRESS: STREET 1: 2915 WATERS ROAD SUITE 108 CITY: EAGAN STATE: MN ZIP: 55121-1562 BUSINESS PHONE: 6126879999 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GERBER STEVEN B CENTRAL INDEX KEY: 0001260877 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-24635 FILM NUMBER: 03907720 BUSINESS ADDRESS: STREET 1: 137 HOMEWOOD ROAD CITY: LOS ANGELES STATE: CA ZIP: 90049 BUSINESS PHONE: 3109918705 MAIL ADDRESS: STREET 1: 137 HOMEWOOD ROAD CITY: LOS ANGELES STATE: CA ZIP: 90049 3 1 a3.xml 3 X0201 3 2003-09-19 0 0001058828 HYPERTENSION DIAGNOSTICS INC /MN HDII 0001260877 GERBER STEVEN B 2915 WATERS ROAD, SUITE 108 EAGAN MN 55121 1 0 0 0 Common Stock 101780 D Series A Preferred Stock 0.14 Common Stock 6400 D Common Stock Warrant (right to buy) 0.17 2004-05-28 Common Stock 101780 D Common Stock Warrant (right to buy) 0.22 2005-02-28 Common Stock 81424 D Common Stock Warrant (right to buy) 0.30 2008-08-28 Common Stock 71246 D Series A Preferred Stock (right to buy) 2.04 2004-05-28 Series A Preferred Stock 6400 D Series A Preferred Stock (right to buy) 2.64 2005-02-28 Series A Preferred Stock 5120 D Series A Preferred Stock (right to buy) 3.60 2008-08-28 Series A Preferred Stock 4480 D Immediately. Not applicable. Subject to adjustment as provided in the Certificate of Designation, Preferences and Rights of Series A Convertible Preferred Stock. These warrants are exercisable if and only at such time as the holders of voting securities of the Company approve of an amendment to the Company's Articles of Incorporation to increase in the number of shares of common stock authorized (the "Proposal"). In the event the Proposal is not approved, the warrant shall be exercisable for such number of shares of Series A Preferred Stock equal to the number of shares of Common Stock for which the warrant is currently exercisable, divided by 12. See attached Exhibit 24 for Power of Attorney Julie Stewart, by power of attorney 2003-09-23 EX-24 3 ex-24.htm EX-24

 

Exhibit 24

 

POWER OF ATTORNEY

 

POWER OF ATTORNEY

 

Know all by these presents, that the undersigned hereby constitutes and appoints each of Joshua Grode, David Tamman and Julie Stewart, signing singly, the undersigned’s true and lawful attorney-in-fact to:

 

(1) execute for and on behalf of the undersigned, in the undersigned’s capacity as a Director of Hypertension Diagnostics, Inc. (the “Company”), Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder;

 

(2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4 and 5 and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and

 

(3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

 

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 16 of the Securities Exchange Act of 1934.

 

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

 

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 9th day of September, 2003.

 

/s/ Steven B. Gerber

 

 

1

 

CONFIRMING STATEMENT

 

This Statement confirms that the undersigned has authorized and designated Joshua Grode, David Tamman and Julie Stewart to execute and file on the undersigneds behalf all Forms 3, 4 and 5 (including any amendments thereto) that the undersigned may be required to file with the United States Securities and Exchange Commission as a result of the undersigned’s ownership of or transactions in securities of Hypertension Diagnostics, Inc. The authority of Joshua Grode, David Tamman and Julie Stewart under this Statement shall continue until the undersigned is no longer required to file Forms 3, 4, or 5 with regard to the undersigned’s ownership of or transactions in securities of Hypertension Diagnostics, Inc., unless earlier revoked in writing. The undersigned acknowledges that Joshua Grode, David Tamman and Julie Stewart are not assuming, nor is Hypertension Diagnostics, Inc. assuming, any of the undersigned’s responsibilities to comply with Section 16 of the Securities and Exchange Act of 1934.

 

/s/ Steven B. Gerber

 

 

 

 

Dated: September 9, 2003

 

 

/s/ STEVEN B. GERBER

 

Signature

 

 

 

 

 

STEVEN B. GERBER

 

Print Name

 

 

 

 

 

9/9/2003

 

Date

 

 

 

 

2

 -----END PRIVACY-ENHANCED MESSAGE-----