Lawrence I'm not sure if you read all the RACE Yahoo crap. I certainly don't but I posted some replies to your post.
messages.yahoo.com
You seem like a straight up guy and I wouldn't want you to be mislead.
Do you know what Rule 457 is? Its to calculate the registration fee. Most companies use the words:
"Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(c) under the Securities Act."
RACE didn't I don't know why - do you?
Rule 457(c):
Where securities are to be offered at prices computed upon the basis of fluctuating market prices, the registration fee is to be calculated upon the basis of the price of securities of the same class, as follows: either the average of the high and low prices reported in the consolidated reporting system (for exchange traded securities and last sale reported over-the-counter securities) or the average of the bid and asked price (for other over-the-counter securities) as of a specified date within 5 business days prior to the date of filing the registration statement."
Basically the price is for the calculation of the registration fee only.
If you get into the meat of the S-3 you'll see it was indeed for just a little over $3.80
June 12, 2000, we completed a private placement of 1,572,738 shares of our common stock and warrants to purchase 471,822 shares of our common stock
to six accredited investors: Cranshire Capital, L.P., Keyway Investments Ltd.,Lionhart Investments Ltd., EURAM Cap Strat. "A" Fund Limited, ICN Capital Ltd.,
and G-Bar Limited Partnership. The aggregate price of the securities was $6,000,000. In connection with the private placement, we entered into a securities purchase agreement and a registration rights agreement with the six
investors. The following table summarizes the number of shares and warrants issued and the purchase price paid."
But don't worry you were right that the price was calculated over a period and averaged out. Otherwise RACE wouldn't be able to invoke 457(c). The problem is they don't state the period. I think they will have to file an ammendment and they have until October to get it effective without incurring penalties (and Mr Skalla wasn't the best either). Wonder if I'll get a fee from RACE for my legal help?
One more item in the S-3. Another bummer of a 10k if no significant sales eh?
"The VocalWare products have not yet been and may never be widely accepted in the market. We can not be assured that we will establish a market for VocalWare products or establish our credibility in that market.
We have a limited number of customers for our products and a loss of a key customer or a reduction or delay in orders from the customer could materially and adversely affect operating results. In addition, although we have not yet recorded significant revenue from our VocalWare products, we are currently attempting to market them to large corporations, as well as to smaller businesses."
I didn't post this on Yahoo, but it seems that if RACE needs to do another share deal then the investors from the last placement will get in at less than $5.5. The way I understand it even if RACE hits the touted targets of $75 or $134 these guys are set up to get in at $5.5 if RACE needs cash. |
