I just took a quick look at the filings.......nothing of the sort. They are simply a refiling for the proposed new shares (3.5 million) the notes and new convertable preferred to be swapped for the old convertable, which reaches maximum discount this Nov. 14th.
You see, the first proxy vote to O.K. this offering and swap FAILED.........so CDRD filed AGAIN and is trying to round up enough proxies in a panic before Nov. 14th......IMO they will fail again. Below is a small excerpt from th s-3 filing that explains it:
All of the shares of common stock, par value $.001 per share (the 'Common
Stock'), offered hereby are being offered by CD Radio Inc. (the 'Company'). Of
the 3,500,000 shares of Common Stock offered hereby, 2,800,000 shares are being
offered in the United States and Canada (the 'U.S. Offering') and 700,000 shares
are being offered outside the United States and Canada (the 'International
Offering' and, together with the U.S. Offering, the 'Stock Offerings'). The
public offering price per share and the underwriting discount per share will be
identical for both Stock Offerings. See 'Underwriting.'
The Stock Offerings are one component of a financing transaction which
includes an offer to exchange (the 'Exchange Offer') shares of the Company's
10 1/2% Series C Convertible Preferred Stock (the 'Series C Preferred Stock')
for shares of the Company's outstanding 5% Delayed Convertible Preferred Stock
(the '5% Preferred Stock') and an underwritten public offering of Units (the
'Units') consisting of the Company's Senior Discount Notes due 2007 (the
'Notes') and warrants (the 'Warrants') to purchase Common Stock (the 'Units
Offering' and, together with the Stock Offerings, the 'Offerings'). Separate
registration statements have been filed for each of the Exchange Offer and the
Units Offering, and such offers will be made by separate prospectuses. The
consummation of the Stock Offerings is not conditioned upon the consummation of
the Units Offering but is conditioned upon the consummation of the Exchange Offer and, after giving effect to the Stock Offerings, there having occurred one or more Qualifying Offerings (as defined herein) yielding gross proceeds in an aggregate cash amount of at least $100 million. |
