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Technology Stocks : Superconductor Technologies : SCON
SCON 2.500+10.1%Sep 7 5:00 PM EST

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To: Art M who wrote (454)2/28/2000 9:43:00 PM
From: Tom Hua  Read Replies (1) of 903
 
Art, as of 12/31/99, SCON had a negative book value of (1.00)/share. Without the private placement announced on feb 11, SCON would be facing delisting from Nasdaq.

From its recent SEC filing:

You are being asked to consider and provide written consent to a proposed
issuance and sale by Superconductor Technologies Inc. of up to 3,138,800 shares
of our common stock to a limited number of institutional investors in a
registered public offering and certain other holders of our outstanding
preferred stock. The number of shares we propose to issue in the offering is in
excess of 20% of our currently outstanding shares of common stock and the shares
will be sold at a discount to the market price of our stock. As a result, the
transaction requires the consent of our stockholders under Nasdaq Marketplace
Rule 4460(i) in order for us to maintain our Nasdaq National Market system
listing. The proposed offering and the money we hope to raise in it are
extremely important to us.
The board of directors has unanimously approved the
proposed offering and recommends that the stockholders consent to the offering
and issuance of the common stock.

...

We are soliciting consents to act upon the following proposal:

o To approve the issuance of up to 3,138,800 shares of common stock,
2,888,800 to a limited number of institutional investors at a purchase
price equal to 95% of the 30-day trading average of our common stock
prior to the closing date of the offering, and 250,000 pursuant to
warrants to be issued to the holders of 118,751 shares of our
preferred stock to induce those holders to convert that stock into
2,458,491 shares of our common stock.


Regards,

Tom
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