Below is information taken from the SB-2 filed in May, 1999, the Registration Statement for Small Business. My point in posting this is to see if we can back into any numbers that would help us understand where we are in regard to the PP. Note that TSIG's newest director, Mr. Leshufy, has lent the company the largest amount of money, approximately 54% of the entire PP. A relevant question would be, "How much is the entire PP?" We've been told that the company has used just under $3.0 million. The numbers of shares in the table below were derived by assuming a share price of $.10. But a total of 47.6 million shares at $.10 per share implies a total of $4.7 million . Any comments?
********************
SELLING SECURITYHOLDERS The following table sets forth the names of the selling security holders, the number of shares of common stock beneficially owned by each selling security holder as of April 21, 1999, and the number of shares that each may offer, and the number of shares of common stock beneficially owned by each selling security holder upon completion of the offering, assuming all of the shares are sold. The number of shares sold by each selling security holder may depend upon a number of factors, including, among other things, the market price of the common stock. None of the selling security holders has, or within the past three years has had, any position, office or other material relationship with us or any of our predecessors or affiliates.
Amro International, S.A. (3) .... 11,224,250
Endeavor Capital Fund, S.A. ( 4) ….6,050,000
Basic Investments Ltd. (5) ... 25,822,640…Mr. Leshufy's company
Joseph Abergel (6) .............. 1,500,000
Rebecca F. Walter (7) ........... 2,500,000
Grady & Hatch and Co., Inc. (8)….. 250,000(9)
Cliffwood Management (10) ....... 1,000,000
Michael Johnson (11) ............ 1,000,000
Frank V. Pelligrini (12) ........ 1,000,000
Total………47,646,890 shares
(1) Unless otherwise indicated, each person has sole investment and voting power with respect to the shares indicated. For purposes of computing the percentage of outstanding shares held by each selling security holder on April 28, 1999, any security which such person has the right to acquire within 60 days after such date is deemed to be outstanding for the purpose of computing the percentage ownership for such person, but is not deemed to be outstanding for the purpose of computing the percentage ownership of any other person. <bThe debentures are not convertible for any number of shares in excess of that number which would render a selling security holder the beneficial owner of more than five percent of the then issued and outstanding shares of common stock.
(2) Includes (i) the number of shares issuable upon conversion of debentures, (ii) the number of shares issuable as payment of interest on the debentures, (iii) the number of shares of common stock issuable upon exercise in full of the warrants, and (iv) the number of shares issuable to the selling security holders in lieu of certain penalties arising out of the debenture documents because of delays in the filing and effectiveness of the Registration Statement of which this prospectus constitutes a part. Because the number of shares of common stock issuable upon conversion of the debentures, as payment of interest thereon, and in lieu of certain penalties, and the number of shares of common stock issuable upon exercise of warrants in the event of a cashless exercise is dependent in part upon the market price of the common stock prior to a conversion, the actual number of shares of common stock that will be issued upon conversion and, consequently, offered for sale under this registration statement, cannot be determined at this time. The company has, however, contractually agreed to include herein a total of 50,346,890 shares of common stock, which assumes a conversion price of $.10 per share for debentures which have not yet been converted.
(3) The address of the principal business office of Amro International, S.A. is c/o Ultrafinance, Grossmuenster Platz 26, Zurich CH 8022
(4) The address of the principal business office of Endeavour Capital Fund, S.A. is 14/14 Divrei Chaim St., Jerusalem, Israel 9449.
(5) The address of the principal business office of Basic Investments, Ltd. is Attn: J.R. Leshufy, 215 East 68th St., Suite 32H, New York, New York 10021.
(6) The address of the principal business office of Joseph Abergel is c/o Jomark, 515 Broadway, New York, New York 10012.
(7) The address of the principal business office of Rebecca F. Walter is 3301 Bayshore Blvd., Unit 2309, Tampa Florida 33629.
8) The address of the principal business office of Grady & Hatch and Co., Inc. is Attn: John Black, 20 Exchange Place, 49th Floor, New York, New York 10005.
(9) Represents shares that may be acquired upon exercise of warrants issued to Grady & Hatch and Co., Inc., a registered broker-dealer, for services rendered in connection with the issuance and sale of the debentures to the other selling security holders.
(10) The address of the principal business office of Cliffwood Management is Attn: Bart Hackley, 113 35th Street, Apt. B, Manhattan Beach, California 90266.
(11) The address of the principal business office of Michael Johnson is 2929 North 70th Street, Apt. 2091, Scottsdale, Arizona 85251.
(12) The address of the principal business office of Frank V. Pelligrini is 202 Shenandoah Road, Cinnaminson, New Jersey 08077.
We are registering the shares for resale by the selling security holders in accordance with registration rights granted to the selling security holders. We will pay the registration and filing fees, printing expenses, listing fees, blue sky fees, if any, and fees and disbursements of our counsel in connection with this offering, but the selling security holders will pay any underwriting discounts, selling commissions and similar expenses relating to the sale of the shares, as well as the fees and expenses of their counsel. In addition, we have agreed to indemnify the selling security holders, underwriters who may be selected by the selling security holders and certain affiliated parties, against certain liabilities, including liabilities under the Securities Act, in connection with the offering. The selling security holders may agree to indemnify any agent, dealer or broker-dealer that participates in transactions involving sales of the shares against certain liabilities, including liabilities under the Securities Act. The selling security holders have agreed to indemnify us and our directors and officers, as well as any person controlling the company, against certain liabilities, including liabilities under the Securities Act. Insofar as indemnification for liabilities under the Securities Act may be permitted to our directors or officers, or persons controlling the company, the company has been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.
|
