This means nothing...an insignificant # of shares filed by the previous owners of a company bought by APCC for stock...they just want to get their profits....here is the important part of the filing:
Systems Enhancement Corporation Acquisition. On February
14, 1997, the Company acquired all of the outstanding shares of
capital stock of Systems Enhancement Corporation ("Systems
Enhancement"), a Missouri corporation, (the "Merger") pursuant to
an Agreement and Plan of Merger and Reorganization dated as of
February 14, 1997 (the "Merger Agreement"), among the Company,
Blue Acquisition Corporation, a Delaware corporation and a wholly-
owned subsidiary of the Company, Systems Enhancement and the six
stockholders of Systems Enhancement. The Merger was accomplished
through an exchange of 480,144 shares of the Company's Common
Stock for all outstanding shares of capital stock of Systems
Enhancement. The Merger has been accounted for as a pooling-of-
interests. The purchase price and terms of the transaction were
determined in arms-length negotiations. Systems Enhancement is a
developer of network power management products.
The Selling Stockholders represented to the Company, in
connection with the completion of the Merger, that such Selling
Stockholder was acquiring the Shares from the Company without any
present intention of effecting a distribution of those Shares.
In recognition of the fact, however, that investors may want to
be able to sell their shares when they consider appropriate, the
Company agreed to file with the Commission a registration
statement on Form S-3 (of which this Prospectus is a part) to
permit the public sale of the Shares by the Selling Stockholders
from time to time and to use reasonable commercial efforts to
keep the registration statement effective until the earlier of
the sale of the Shares pursuant to the Registration Statement or
February 14, 1999 (being the second anniversary of the effective
date of the Merger). The Company will prepare and file such
amendments and supplements to the registration statement as may
be necessary to keep it effective until the earlier of the sale
of all Shares pursuant to the registration statement or until
February 14, 1999. Notwithstanding the foregoing, each of the
Selling Stockholders have entered into an Affiliate Agreement
pursuant to which such Selling Stockholder has agreed not to sell
any of the Shares until such time as results covering at least 30
days of combined operations of the Company and Systems
Enhancement have been published by the Company, in the form of a
quarterly or annual earnings report, an effective registration
statement filed with the Commission, a report to the Commission
on Form 10-K, 10-Q or 8-K, or any other public filing or
announcement (including a press release) which includes the
combined results of operations. |
