From recently filled S-3 stock registration form:
SELLING SHAREHOLDERS
The following table provides certain information regarding the selling shareholders and the number of shares being offered by them as of October 20, 1999.
SHARES BENEFICIALLY OWNED
AFTER OFFERING (1)
SHARES
BENEFICIALLY PERCENTAGE OF
T. Williamson 73,333 (2)
David W. Challis 36,667 (2)
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* Less than 1% of the outstanding shares of common stock.
(1) Assumes the sale of all the shares offered by each of the selling
shareholders.
(2) When the selling shareholders acquired the shares, they agreed to allow ADIC to retain a total of 10,000 shares for 90 days following the closing of the transaction pursuant to which the shares were issued. These shares were retained so that they could be used to satisfy any indemnification claims asserted under the agreement pursuant to which ADIC issued the shares. ADIC retained 6,666 shares with respect to Mr. Williamson and 3,334 shares with respect to Mr. Challis. These shares will not be available for sale under the registration statement of which this prospectus is a part until December 18, 1999, if at all.
Prior to its acquisition by us, Glenn T. Williamson was president and a director of, and David W. Challis was vice president and treasurer of, MountainGate Imaging Systems Corporation. MountainGate Imaging Systems Corporation, now called MountainGate Corporation, is a wholly owned subsidiary of ADIC. Mr. Williamson remains a director of MountainGate Corporation. Neither of the selling shareholders has had any other material relationship with ADIC, or any of its affiliates, within the past three years. The selling shareholders acquired all of the shares from ADIC in a private transaction that closed on September 17, 1999, pursuant to which ADIC acquired MountainGate Imaging Systems Corporation. All of the shares were "restricted securities" under the Securities Act prior to this registration. We agreed to file the registration statement to register the resale of the shares in recognition of the fact that the selling shareholders may wish to be legally
permitted to sell their shares when they deem appropriate. We agreed to use our best efforts to prepare and file all necessary amendments and supplements to the registration statement to keep it effective until the earlier of (1) the date that is the one-year anniversary of the date of effectiveness of the registration and (2) the date on which all of the shares registered under the registration statement have been sold or distributed by the selling
shareholders.
Quite an interesting read. No news yet on the IBM agreement. General warning that Quantum may put drives on allocation. Quantum subsidiary, ALT in now a competitor.
45% of sales overseas. Worth a look.
Jim |
