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Microcap & Penny Stocks : XSNI - X-Stream Network

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To: Glenn Petersen who wrote (1422)	6/22/1999 1:24:00 PM
From: Jon C	Read Replies (1) of 3519

I posted this on the ESI bb on Sunday but cannot remember if I posted it here. If I did sorry for the repetition. For Super Phone read X-Stream The offer document from 1996 of the Superphone for Firecrest contains the restriction s on dealing: "Until a Registration Statement has been filed and become effective(see page 12)the New SuperPhone shares will not be able to be sold unless they have been held for a period of two years and even then in a restricted manneras set out on Page 11 below." It then goes on to state that the directors will file registration etc etc which of course did not happen. Page 11 "Upon the issue of the New Super Phone shares and assumong the offer is accepted in full Super Phone will have outstanding an aggregate of 15680061 Super Phone shares. Of such total number of outstanding SuperPhone shares 3414880 will be freely tradeable without restriction under the Securities Act except for any shares purchase by an 'affiliate' of Super Phone(Affiliate is defined in the Securities Act). In addition the New Super Phone shares will be 'restricted securities'for the purposes of Rule 144 of the Securities Act. Any 'restricted securities' as defined by Rule 144 acquired by an affiliate may only be sold pursuant to a Registration Statement or an applicable exemption from the registration requirements of the Securities Act" Page 12 In general, under rule 144, a shareholder who has beneficially owned restricted Super Phone shares for at least two years would be entitled to sell, within any three month period, a number of shares that dioes not exceed the greater of 1per cent of the then outstanding Super Phone shares or the average weekly trading volume in the Super Phone shares during the four calendar weeks preceeding the date on which notice of such sale is given,provided certain maneer of sale requirements and requirements as to the availability of current public information about Super Phone are satisfied. A shareholder who is not an affiliate and who has owned the shares for at least three years will be able to sell his shares under Rule 144(k) without any restriction. Hope that clears matters up. Although I'm sure it doesn't. Regards Jon C Date: Sun Jun 20 18:07:38 1999 GMT/BST

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