Very Interesting Post
Before you suggest we shorts read the prospectus, perhaps YOU should read it yourself (if you know how, that is). Here are the FACTS on
lockups, and the relevant sections of SEC filings to back them up. If you want the links I'll be happy to post them (although if you have to ask,
we'll know you never read them in the first place LOL).
1. Dirks can release ANY AND ALL shares AT WILL on or after 10/22/99 (six months from IPO). They agreed with Nasdaq not to release
them sooner. You think maybe Nasdaq didn't trust them.
2. Dirks can release insider shares ISSUED DURING 1999 at ANY TIME - no restrictions. Note that all underwriter shares (at a minimum) and
shares underlying warrants would have been issued DURING 1999.
3. Shares issued in the cyberTours acquisition can be sold AS SOON AS THEY ARE REGISTERED (the company has agreed to use its best
efforts to make this happen within 90 days of closing, which would be 11/13/99).
From SB2/A 4/14/99 (emphasis added)
"All of our stockholders and our warrant holders have entered into lock-up agreements whereby they agreed to not directly or indirectly, offer,
sell, pledge, grant any option to purchase, or otherwise sell or dispose of any of our shares for a period of twelve months after the offering
WITHOUT THE PRIOR WRITTEN CONSENT of Dirks & Company."
"The representative [Dirks] has NO GENERAL POLICY with respect to the release of shares prior to the expiration of the lock-up period"
From 424B1 4/23/99
"Dirks & Company has agreed with the Nasdaq Stock Market not to release any of our securityholders who purchased our securities during
1998 from the lock-up during the six(6) month period from the date of this prospectus without the consent of the Nasdaq Stock Market."
From 8K 8/12/99
"Sellers [prior cyberTours owners] are acquiring the Rule 144 Stock and, initially, until its registration pursuant to Section 4.6 hereof, the
Registered Stock for their own account and not with a view to their distribution within the meaning of Section 2(11) of the Securities Act. ?
Sellers understand and agree that the certificates representing the Rule 144 Stock and the Registered Stock shall bear the legend to the effect that
said shares have not been registered under the Securities Act or state securities laws in reliance on exemptions therefrom and, therefore, the Rule
144 Stock or Registered Stock may not be resold unless an exemption from registration is available, as opined to by counsel satisfactory to
Buyer, or registration takes place."
"Buyer [LOAX] hereby agrees to file, no later than ninety (90) days from the Closing Date, a registration statement ? registering the Registered
Stock for resale. Buyer shall use its reasonable best efforts to cause the Registration Statement to be declared effective as soon as possible."
FACT: A significant block of stock (from cyberTours) WILL be tradable in November.
FACT: Stock issued in 1999, which would include Dirks' shares, WILL be tradable in October.
FACT: All other insider stock MAY become tradable in October, at Dirks option.
Fund |
