Can anyone convince me why I should vote yes for the one-for-seven stock split? From the Schedule 14A we learned:
1. Rule 4450 of the NASDAQ Marketplace Rules provides that a company
maintain a minimum bid price $1.00 per share for the listed stock. NASDAQ has informally indicated that it will begin to review issuers for compliance with this requirement in February 1998. That's six months from now! I would hope that Procept has some promising news by then to raise its stock price above a dollar.
2. Procept's has not received written notification of delisting yet!
I've heard the arguments that the split will increase the liquidity and make the stock more attractive for investors. Again I ask "Why should I vote yes." I only see the stock price dropping after the split.
CHANGE OF SUBJECT:
I noticed that Paramount is probably in no rush for the stock price to increase till after the split. The facts below show that Paramount gained additional shares in Procept because of low conversion rates! It looks to me that if everything was exercised we would have over 30,000,000 shares outstanding. This is probably why we have the stock split!
Form SC 13D for PROCEPT INC filed on Jul 10 1997
Number of shares beneficially owned by Paramount 16,744,828*
Percent of class represented 55.0%
* Consists of 5,973,334 shares of Common Stock, which are presently votable,
and 10,771,494 shares of Common Stock issuable upon exercise of warrants and conversion of notes, which, accordingly, are not presently votable.
Form PRES14A for PROCEPT INC filed on Aug 27 1997
Number of shares beneficially owned by Paramount 22,727,330*
Percent of class represented 62.4%
* Represents the following shares which are issuable on conversion or
exercise of outstanding convertible securities within 60 days after August
[22,] 1997: (i) 6,275,862 shares of Common Stock issuable on conversion of
18,200 outstanding shares of Series A Preferred Stock held by The Aries
Fund, (ii) 448,275 shares of Common Stock issuable upon conversion of
outstanding Notes in the principal amount of $130,000 held by The Aries
Fund, assuming a conversion rate of $0.29, (iii) 8,048,628 shares of
Common Stock issuable upon exercise of outstanding warrants held by The
Aries Fund, (iv) 3,379,310 shares of Common Stock issuable on conversion of
9,800 outstanding shares of Series A Preferred Stock held by The Aries
Domestic Fund, L.P., (v) 241,379 shares of Common Stock issuable upon
conversion of outstanding Notes in the principal amount of $70,000 held by
The Aries Domestic Fund, L.P., assuming a conversion rate of $0.29, and
(vi) 4,333,876 shares of Common Stock issuable upon exercise of outstanding
warrants held by The Aries Domestic Fund, L.P. The conversion rate of the
Preferred Stock and the Notes and the number of shares issuable pursuant to
the Warrants held by the Purchasers are subject to increase in accordance
with the terms of such securities. Paramount Capital Asset Management, Inc.
|
