Mr. Pink only tells the truth!!! DATA RACE is a Pink Pig
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) \ RACE/ (
/ \ , - - - - -
( . . ) \ The Famous SI Pig Squeekbox
( ___ ) \ is seldom wrong about
\ (o o) / \@@@ crappy stocks
\ ~~~ / _ __ / )
\ \ \ ____ ( ( \
\ / \ / \ \ /
vv vv v vv
And to think that this S3/a is dated April 1, 1999 tells only the
truth about Race. Mr Pink only tells the TRUTH!!! He Does not lie!!
edgar-online.com.
32106
We Could Lose Our Nasdaq National Market Listing
We may not be able to sustain compliance with certain maintenance
criteria
that we are required to satisfy in order for our common stock to
remain listed
on the Nasdaq National Market. Our failure to satisfy such criteria,
including
the minimum $4 million net tangible asset and $1.00 stock price
requirements,
could result in the delisting of our common stock from such market.
Our
recurring losses and volatile stock price have from time to time
caused us to
fail to satisfy certain criteria. In January 1999, we successfully
appealed a
notice of non-compliance from Nasdaq that we received based on our
temporary
failure to satisfy the minimum net tangible asset requirement.
Termination of
listing of the common stock would likely have a material adverse
effect on the
market price and liquidity of the common stock, and on our ability to
raise
additional capital. Delisting could also jeopardize certain secondary
trading
exemptions from state "blue sky" laws, further affecting liquidity of
the common
stock. In addition, we would be liable for substantial monetary
penalties to the
holders of the preferred stock in the event of such a termination of
listing.
Our failure to pay such penalties could also result in redemption of
the
preferred stock.
We May Not Have Sufficient Capital If We Are Required to Redeem the
Outstanding
Preferred Stock
Under certain circumstances, we could be required to redeem a total of
2,500 shares of Series D, E and F preferred stock that are currently
outstanding, with a total stated value of $2,500,000. If we are
required to
redeem the preferred stock, we may not have sufficient cash available
to effect
the redemption. The holders of the outstanding preferred stock have
the right
to require us to redeem their shares of preferred stock for cash, at
120% of
stated value, plus accrued dividends, if any of the following happens:
. our board agrees to sell the company or the Be There! product line
to
another company, or our board consents to the tender offer of our
shares
by another company;
. this registration statement is not declared effective by the SEC
before
May 16, 1999;
. this registration statement can not be used to permit the sale of
the
shares issuable upon conversion of the preferred stock;
. we voluntarily terminate the listing of our shares on the Nasdaq
National Market;
. we fail to deliver shares of common stock upon conversion of the
preferred stock; or . we file for bankruptcy.
In addition, if our common stock is delisted from the Nasdaq National
Market, and we fail to pay required penalties to the holders of the
preferred
stock, then the holders of the preferred stock can require us to
redeem their
shares of preferred stock. If we are required to redeem the preferred
stock, we
would most likely be forced to attempt to quickly find other sources
of
financing. If we could find such financing at all, it is not likely
that such
financing would be on favorable terms. The inability to find
financing or the
terms of such unfavorable financing and our resulting lack of
liquidity could
force us to discontinue portions or all of our operations.
IN THEIR OWN WORDS!!!!!
From S3A Form on Free Edgar.
>>>The failure of our Be There! products to achieve success would
likely have
a material adverse effect on our business and our ability to continue
operations. We are currently devoting the vast majority of our
resources to the
Be There! product line. The Be There! system has had very limited
success and
has failed to generate significant revenue since it was released in
1997. The
majority of our historical revenue has come from products other than
Be There!
The revenue from these other products has been declining for several
years and
we believe the trend will continue. The market may not accept our Be
There!
products for a variety of reasons. Our inability to penetrate our
target markets
and increase Be There! sales would adversely affect our business and
operations. >>>
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