C-Cube Message Board - Msg: 12919553

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Technology Stocks : C-Cube

CUBE 37.36

+1.2%

Nov 26 3:59 PM EST

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To: Lane Weatherly who wrote (48658)	2/19/2000 11:06:00 AM
From: John Rieman	Read Replies (4) of 50808

C-Cube filed an amended 10-12G/A on 2/17/2000. On 2/10/2000, C-Cube Semiconductor sold over 1.4M shares to Thomson Multimedia. The agreement is also attached to design wins for Semiconductor with Thomson. DirecTV uses those RCA boxes and SGS Thomson has always supplied the MPEG-2 chips that Thomson incorporates into its products. That seems to have changed. The French Connection, again....................................... tenkwizard.com RECENT SALES OF UNREGISTERED SECURITIES In February 2000, Semiconductor entered into a Securities PurchaseAgreement with Thomson Multimedia S.A.. The Securities Purchase Agreementprovides that, for a purchase price of $19.78 per share of common stock, Thomsonwill receive 474,747 shares of Semiconductor's common stock on a post-investment basis and a warrant to purchase 949,494 shares of Semiconductor'scommon stock post-investment basis at an exercise price of $19.78. Thepercentages Thomson will receive will be based on the number of shares of commonstock of Semiconductor outstanding at the end of the first trading day after thedistribution. The warrant is fully-vested upon issuance and is exercisableapproximately seven (7) years from the date of the agreement. Notwithstandingthis provision, if Thomson attains certain milestones, the warrant will beaccelerated and exercisable in part pursuant to its terms. All of the securitiesissued to Thomson pursuant to the agreement are restricted securities that havenot been registered under the Securities Act and that have been acquired forinvestment purposes and not to resell. If Thomson wishes to dispose of 33% or more of the securities that itobtained pursuant to the agreement, Semiconductor will have the first right torepurchase the shares in whole or in part for cash at the amount specified inthe transfer notice provided to Semiconductor by Thomson. If Semiconductorchooses not to exercise this right, Thomson is free to transfer the shares onterms not materially less favorable than those offered to Semiconductor to thepotential purchaser. Transfers to "qualified institutional buyers" are exemptfrom this right of first refusal.

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