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Microcap & Penny Stocks : TSIG.com TIGI (formerly TSIG)

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To: Fred Thornell who wrote (39804)2/29/2000 9:05:00 PM
From: ztect  Read Replies (2) of 44908
 
News broken down......

TSIG.com, today announced that it has entered
into a letter agreement engaging a prominent New York
based investment banking firm as its exclusive agent for
a private placement financing of up to $40 million.

Deal is UP to $40 mil. Prior PP was for $10 mill of which only $2 mill was taken. $40 mil is a huge amount for
a company of tsig's size and current burn rate. Will tsig continue to keep its growth focused? Is this money going
to be used for expansion into different product lines?
For what period of time is this PP available? The amount
seems to provide funding for an extended period of time. If
tsig's prior b-plan as currently enacted will lead to
profitibility by the 3Q as again optimistically projected
by RG, what is such a large amount required for other than
expansion? Why would any company invest $40 mill if they
didn't thoroughly analyse and believe in the b-model and
its ability to grow ie. expand?


SEC rules prohibit the company from identifying the investment banking firm.

Anyone know the specific rule that prohibits such a disclosure? When Apollo management invested $75 mill in
Rare Medium, Apollo's name was disclosed. I can think of
other similar agreements that weren't finalized before
the PR was released. With INOW, an agreement was stated
and then rescinded. Does the conditional nature of the PP
preclude the release of the "prominent New York
based investment banking firm" until the terms are
finalized? If a prominent name were mentioned and the
deal not consumated, could tsig be held accountable
for associated its name with such a "prominent firm"
to fraudulantly pump the stock price? Everyone should
note the favorable impact that Apollo's $75 mill had on
Rare medium's stock price.


It is contemplated that the proposed private placement
would be for a common stock equity line of credit.

Not preferred stock. Not a convertible debenture.
But common stock. At a premium? At a discount? At what
discount?


The securities will not be registered under the Securities Act

No registration statement for shares? Are these
existing shares? Anyone explain this?


[The securities] may not be offered or sold absent a
registration or an applicable exemption from registration

Shares have to be registered to be sold unless they
are exempt per what provisions? Will this registration
happen as quickly as prior registrations? Will these
shares have any other restrictions on them or be freely
tradable after registration?


The investors would have registration rights.

Other terms of the offering are unknown at this time.

Will terms be spelled out in the 10k or will there
be a separate filing to explain the terms? Apparently
terms should be much better, but until revealed who
really knows how good this arrangement is? Could the "firm"
make money on their equity even if the stock price goes
down like the prior pp if they get their equity at a discount?


..before this financing can be completed, the company
must restructure its existing capitalization
by reducing the number of shares of common stock outstanding.

What does "restructure" mean? Does this mean anything
other than a reverse split to reduce the share count to
get the price per share up to get closer to the NASDAQ
listing threshhold of $4.00 per share? A NASDAQ listing
with the capital investment would be a good thing and lead
to investment by funds and institutions. The "prominent
firm" may love the idea but dislike the OTC listing and the
lack of institutional interest from this OTC listing.
Tsig obviously doesn't have the capital for a buy back, nor
would a buy back be the best use of funds. Could
"restructuring" of existing capitalization to reduce shares
also portent a spin off of the My Card component from
the teleservice company. If my card were spun off, what-
if any- intrinsic value would be left over for the
teleservice component? The recent spin off of ELOY from
its parent TSCC may or may not be a pertinent example. The prior PR noting the selling of "specific assistive telecom
technology and equipment" may or may not signify a different
path or direction for the teleservice company which
recognized an underserved segment of the population and
is congruous with supporting the the mycard division while
benifitting directly from the new management's prior
connections and expertise carried over from their
former company.


Anyway these are just some thoughts for discussion.

z (spellin' not checked)
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