Thanks Talking Stick - AAPL's 1/6/98 S4 EDGAR terms are different
It states a purchase price totaling $100 mln stock and up to $25 mln cash from which the $25 mln loan can be netted (Page 3):
THE ACQUISITION AGREEMENT. Power, Gravenstein and Apple entered into the Acquisition Agreement on August 29, 1997, under which Gravenstein agreed to purchase substantially all of the assets of Power, which include all Mac OS and other licenses from Apple to Power, Power's customer list and related data, all of Power's intellectual property related to Mac-compatible products (excluding
trademarks, service marks, trade names and Web addresses, sites or domain names) and additional assets to be agreed upon.
At the closing of the Acquisition (the "Closing"), Gravenstein will deliver shares of Common Stock of Apple with a value of $100 million (based on the average last sales prices of Apple Common Stock over the five consecutive trading days ending on the trading day two days prior to the Closing) plus the value of additional assets to be determined up to an aggregate of $25 million, less the principal amount outstanding (and accruedinterest) at the Closing on a revolving loan promissory note in the principal amount of $25 million (the "Loan") from Power to Apple evidencing a loan from Apple to Power.
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There is no mention of stock restrictions and SEC Form 144s are filed when restricted stock is eligible for registration.
Was there a amending agreement which valued the assets at $20 mln and resticted registration of AAPL's stock ?
Thanks,
Jim K. |
