Thx Rajiv! Calling Dear Dr. re: ALTIF recent financing: Pls read following: from 8K filing Jan 21, 1998...
Transfer or Resale. Such Buyer understands that except as provided in the Registration Rights Agreement: (i) the Securities have not been
and are not being registered under the 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless
A)subsequently registered thereunder,
B) such Buyer shall have delivered to the Company an opinion of counsel, in a generally acceptable form, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned
or transferred pursuant to an exemption from such registration,
or (C) such Buyer provides the Company with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to Rule 144 promulgated under the 1933 Act (or a successor rule thereto) ("Rule 144");
(ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 and further, if Rule 144 is not applicable, any resale of the Securities under circumstances in which the seller (or the person through whom
the sale is made) may be deemed to be an underwriter (as the term is defined in the 1933 Act) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and
(iii) neither the Company nor any other person is under any obligation to register such Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.
With the S-3 filing, the debenture holders are free to sell any shares that they receive from the conversion.
The Jan 21 8-K filing indicates that the company gets the proceeds of the convertible offering - the buyers are free to sell the shares after the s-3 filing (the proceeds will not be going to the company).
This issue stinks. Note the insider sales in Dec (including the CEO) and the rise in short interest in Jan. END QUOTE!
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MY COMMENTARY:
I feel vindicated for my original expressions of disdain, Dear Dr, even tho' you politely thought you'd "effectively dealt w/me."
Thought you'd appreciate a second opinion.
Regards,
0/49r
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