Q & A re: Tsig "acquisition" of General Search
By: rich4go
Wednesday, 7 Jun 2000 at 7:06 PM EDT
Post # of 76649
I am a Generalsearch shareholder. The Offering Circular,
dated 12/15/99, reveals that GS will have 10,665,000
shares outstanding AFTER the Offering. GS officers and
insiders will own 9,665,000 shares. Assuming that TSIG
issues 45 million shares in exchange for the 10,665,000
shares, then each GS shareholder will receive about
4.2 shares of TSIG stock for each GS share. At an
estimated post reverse split price of $ 2.50 per share,
the exchange price will be in excess of $10.00 of TSIG
shares for each GS share.
However, I heard that GS will split its stock 8 for 1
BEFORE the exchange. There are 150 million of GS shares
authorized. So this is possible without GS needing
authorization to increase its shares.
GS will notify its shareholders in June of the terms of
the merger. GS shareholders will have more shares
outstanding than TSIG will have if the 8 for 1 split
occurs.
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rich4go..........
So GS does a 8 for 1 forward split,
thus creating approx. 85,320,000 shares well under the
authorized of 150 mil. (77,320,000 shares held by
insiders or same percent of 90.6% inside ownership)
Thus conversion will be approx.
2 GS shares for 1 tsig share.
I like the amount held by insiders, and thus this
really does appear to be a reverse merger since
GS officers will have the greater majority
of beneficial or voting shares.
Hopefully further released terms per an 8-K
will note whether these shares are restricted.
That to me is a big question and concern.
If these share are restricted for say a year, the
"dilution" barely effects the float.
If the shares aren't restricted it gives GS
liquidity ie. access to sell freely into the markets.
Everyone should press for an answer to this
question about whether shares held by officers of
GS will be restricted or not.
regarding my earlier questions, are you under any
kind of non-disclosure agreement that precludes you
from discussing what was in any prospectus you received?
If you aren't, I ask you again please answer some of my
questions if you can.
Sincerely,
z
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By: rich4go
I am absolutely sure I was told an eight for one regular
split, not a reverse one for eight split. The split
is only a rumor.
I did not receive a Prospectus. I received the Offering
Circular dated 12/15/99. See my just made post to SRX7
as it will answer some of your questions.
The eight for one is a rumor. Any other statements are
facts per the Offering. It is my understanding that I
can sell my TSIG shares as soon as they exchanged from
GS shares. It is my understanding that insiders MUST
wait six months before they can sell their shares. This
six month period is an SEC "cooling off" period to prevent
insiders from immediately selling to benefit from inside
information.
I will keep you informed. I expect a letter from GS in
June re the merger.
===============================================
By: ztect002
rich4go...first, thanks.
Glad to hear there is "at least" a six
month restriction meaning approx. 40.5
mil shares will not be in the float after the
acquisition for 1/2 a year. Rather see a yr though.
Thus the "effective" dilution is only 5 mill
shares on top of the 28 mill post split
(assuming all those prior shares aren't closely held)
"at least" for six months.
Sincerely,
z |
