Following, if my side-by-side, page-by-page comparison of the two documents didn't miss something, is the only principal change from the S-1/A's of June 11 and June 18 and which describes the intended N*Able acquisition:
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PAGE 33, S-1/A, 6-18-99
Recent Developments
As part of our strategy to accelerate the widespread use of a flexible
and comprehensive security solution for personal computers and other consumer
electronic devices, we announced on June 14, 1999 that we signed a preliminary
letter of intent to acquire N*Able Technologies Incorporated. N*Able is a
developer of hardware security solutions based in Danvers, Massachusetts. Under
the terms of the letter of intent, we would acquire N*Able in a tax-free pooling
of interests transaction by merging N*Able with one of our subsidiaries. Based
on our current stock price, we would issue, or reserve for issuance,
approximately 2,500,000 shares of our Class A common stock in exchange for, or
for issuance upon conversion of, outstanding shares of N*Able capital stock and
convertible securities.
This proposed transaction is subject, however, to a variety of
conditions, including:
- definitive documentation satisfactory to both us and N*Able;
- qualification of the proposed transaction as a tax-free pooling
of interests transaction;
- satisfactory results from our legal, accounting and business due
diligence;
- the execution of arrangements with employees satisfactory to us;
and
- approval by the boards of directors of both parties, and
shareholder approval by N*Able.
Because of the significant amount of additional due diligence, legal and
accounting analysis, and document and price negotiation that must be completed
prior to entering into any commitments to complete this transaction, we cannot
assess the likelihood that this transaction will be completed. Consequently, we
cannot assure you that this transaction will be timely consummated, if at all.
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The language above, of course, is the normal SEC-satisfying, conservative, as-negative-as-possible statement of this very important development.
Steve |
