Wonder who Scott Zimmerman is?
"A family member of an associate of GunnAllen Financial Services, a member of the selling group, was issued 2,500 shares of Common Stock for $3,650."
Oh look, there is BUSINESS WEEK MOB AND WALLSTREET Philip Gurian
Bobby Allison Wireless sb-2/a 5/5/1997
April 1996 to August 1996, certain Related Persons were issued unregistered shares of the Common Stock as follows: (i) certain associates of the Managing Underwriter were, in the aggregate, issued 32,000 shares of Common Stock for $800.00; (ii) a family member of an associate of GunnAllen Financial Services, a member of the selling group, was issued 2,500 shares of Common Stock for $3,650; and (iii) an affiliate of South Beach Capital Markets Advisory Corporation, a financial advisor and finder, was issued, in the aggregate, 8,056 shares of Common Stock for $25,100. All of such Related Persons have agreed not to, directly or indirectly, sell, transfer, assign, pledge, hypothecate or otherwise dispose of any of their shares of Common Stock for twelve (12) months following the date of this Prospectus except by (i) operation of law or (ii) by reason of reorganization of the Company. Additionally, the Company paid a fee of $6,350 to South Beach Capital Markets Advisory Corporation for services rendered and $25,000 to its former managing underwriter as reimbursement for certain expenses that the Company had agreed to pay.
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ITEM 26. RECENT SALES OF UNREGISTERED SECURITIES The following is a summary of the transactions by Registrant since the Registrant's incorporation on April 19, 1996, involving sales of Registrant's securities that were not registered under the Securities Act of 1933, as amended (the "Securities Act"). All financial information and share data set forth below gives effect to a one for two reverse split of the Common Stock effected on May 5, 1997. On April 19 and 20, 1996, the founding shareholders of the Company (Marc Fishman, Kevin Killoran, Allan Fishman, Thomas Vittor, Richard Gurian, Tim Flavin, Charles Northington, Richard Thal, David Lansburgh, Scott Zimmerman, David Kusiel, Lowell Williams, John Semyan, and James Holbrook) received 950,000 shares of Common Stock for no consideration. The issuances of these 950,000 shares were deemed exempt from registration under the Securities Act in reliance on Section 4(2) of such Act. In addition, the recipients of the 950,000 shares of founders' Common Stock represented their intentions to acquire the securities for investment only and not with a view to or for sale in connection with any distribution thereof and appropriate legends were affixed to the share certificates. On May 15, 1996, the Company closed a $30,100 offering of 752,500 shares of Common Stock at $.04 per share. The purchasers of the Common Stock at $.04 per share (Allan Fishman, Thomas Vittor, Scott Zimmerman, Robert S. Davimos, Jeannine Gurian, Henry Allen, Philip Gurian, Robert Zara, Bauman Ltd., Gary Kelman, H&H Partnership, Laura Fiero, Reinerman Ltd., Arnold Jaffee, Yale Fishman, Leon Katz, Logan Davis, Nathan Nacklas, Richard H. Davimos, Jr., and Osmond Howe) would have forfeited their shares if they failed to purchase shares of Common Stock in subsequent offerings so that the Company would have received $350,000 in capital contributions by the consummation of the first follow-up offering of Common Stock, and $2,500,000 in capital contributions by the consummation of the second follow-up offering of Common Stock. On May 17, 1996, the Company closed a $356,950 offering of 257,500 shares of Common Stock at $1.39 per share (purchasers: Richard Gurian, Robert S. Davimos, Jeannine Gurian, H&H Partnership, Richard H. Davimos, Richard H. Davimos, Jr., John L. Davimos, Melissa Warman, Carol Miller, Mario Arace, Lynn Tilton, Osmond Howe, Frank Hernandez, Wayne Sewell, Michael Clair, Elliot Starman, J. Barrie Farrington, Timothy Gula, and Don Brennan). The issuance of the 752,500 shares of Common Stock at $.04 per share and the 257,500 shares of Common Stock at $1.39 per share were deemed exempt from registration under the Securities Act in reliance on Rule 506 promulgated under the Securities Act. All recipients had adequate access to information about the Registrant. The Registrant believes that all of the purchasers of the Common Stock in the offerings at $.04 per share and $1.39 per share were accredited investors as defined in Rule 501 promulgated under the Securities Act. On August 30, 1996, the Company closed a $3,375,000 offering of 750,000 shares of Common Stock at $4.50 per share. Sovereign Equity Management Corporation, served as the Placement Agent in the 750,000 share offering, for which it received a fee in the form of a Placement Agent's discount of $337,500 (10% of the gross proceeds of this offering) and a non-accountable expense allowance of $101,250 (3% of the gross proceeds of this offering). The Company believes that the issuance of the 750,000 shares of Common Stock at $4.50 per share was deemed exempt from the registration requirements of the Securities Act in reliance on Rule 506 promulgated under the Securities Act. All recipients of the Common Stock in this offering at $4.50 per share were "accredited investors" within the meaning of Rule 501 promulgated under the Securities Act and had adequate access to the information about the Registrant, and the recipients represented their intentions to acquire the securities for investment only and not with a view to or for sale in connection with any distribution. Appropriate legends were affixed to the share certificates. The Registrant believes that all of the purchasers of the Common Stock in the $4.50 per share offering were accredited investors as defined in Rule 501 promulgated under the Securities Act. On May 15, 1996, the Company granted options to Bruce S. Foerster, a consultant to the Company, to acquire 2,500 shares of the Company's Common Stock under the 1996 Stock Option Plan at an option exercise price of $.04 per share which were immediately exercisable on the grant date. On April 22, 1997, Mr. Foerster acquired 2,500 shares of Common Stock from the Company pursuant to the exercise of these options for an aggregate purchase price of $100 pursuant to an exemption from registration under Section 4(2) of the Securities Act and Rule 506 thereunder. The Registrant believes that Mr. Foerster is an accredited investor as defined in Rule 501 of the Securities Act. |
