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Strategies & Market Trends : Floorless Preferred Stock/Debenture
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To: Rajiv who wrote (479)6/17/1999 11:38:00 AM
From: Pete Mason  Read Replies (1) of 1438
 
"The investors have agreed not to enter into certain short sales of the company's common stock for a period of 300 days from the closing date."

If I read the following correctly (from the 8-K), they can still short a lot of shares:

3.10 LIMITATIONS ON SHORT SALES. Each Purchaser agrees that it will
not enter into any Short Sales (as hereinafter defined) from the period commencing on the Closing Date and ending on the date which is 300 days after the date hereof. For purposes of this Section 3.10, a "SHORT SALE" by a Purchaser shall mean a sale of Common Stock by such Purchaser that is marked as a short sale and that is made at a time when there is no equivalent offsetting long position in Common Stock held by the Purchaser. For purposes of determining whether there is an equivalent offsetting long position in Common Stock held by a Purchaser, Conversion Shares that have not yet been converted pursuant to the Debenture shall be deemed to be held long by the Purchaser, Warrant Shares that have not yet been exercised pursuant to the
Warrant shall be deemed to be held long by the Purchaser, and the number of Conversion Shares and Warrant Shares then held by a Purchaser on any particular date of computation shall be equal to (i) with respect to Conversion Shares, such number of Conversion Shares issuable pursuant to the Debenture assuming such holder converted all the outstanding principal amount of the Debenture on such date and (ii) with respect to Warrant Shares, the number of Warrant Shares issuable pursuant to the Warrant on the next Vesting Date calculated as if such computation date were such Vesting Date (e.g. using the lowest ten (10) Per Share Market Values during the twenty-five (25)
days immediately preceding such computation date).
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