DIRKS & COMPANY, INC.
CHIPCARDS INC filed this SB-2/A on 05/15/2002.
UNDERWRITER NUMBER OF UNITS
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The Thornwater Company, L.P.................................
Dirks & Company, Inc........................................
Total................................................... 1,000,000
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No underwriting syndicate has been formed as yet. Thornwater and Dirks &
Company, Inc. have agreed to co-underwrite the offering. Neither presently
intends to engage in the electronic offer, sale or distribution of the shares.
Nor do they presently intend to enter into an arrangement with a third party to
host or access the preliminary prospectus on the Internet.
In May 2001 we issued 240,000 options to Michael Recca and 120,000 options
to each of Allen Yue, Eric Gravell, Paul Amadeo, Timothy Norman, Fillian Lei and
Jose Flores. These options vest ratably over a period of three years. In May
2000 we also issued 90,000 options to Ziegler, Ziegler & Altman LLP, and an
employee of such firm. Ziegler, Ziegler & Altman LLP is a law firm which we have
retained and will continue to retain in connection with certain legal matters
and which has given an opinion on the validity of the securities being offered.
These options were fully vested upon issuance. All but 120,000 of the 1,050,000
options described above are exercisable at $5.00 per share and have a term of
ten years. The remaining 120,000 options have a term of five years and are
exercisable at a price equal to the Power of $8.80 or 110% of the initial public
offering price. In December 2001, 240,000 options were canceled upon the
termination of one of the Company's officers. Upon the closing of this
offering, we also intend to issue 35,000 options to each director who is not an
officer or employee of our company. We anticipate that these options will be
fully-vested upon issuance and will be exercisable at the initial public
offering price of the shares of common stock included in the units.
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