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Microcap & Penny Stocks : XSNI - X-Stream Network
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To: donkeyman who wrote (1349)6/20/1999 11:14:00 AM
From: Jon C  Read Replies (1) of 3519
 
Excerpts from the 1996 Super Phone/Firecrest document dealing with the share restrictions.

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

It is a 60 page document so I cannot copy it here.

Note that at that time there were 15.6m shares in issue of which 3.4m were freely tradeable.

Note that the two year period has expired.

Regards to all

Jonathan
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