Sector,
Sorry I've missed the chatter, but I had the munchies.
By the way, could someone please pass the bong?
Anyway, I obviously do believe that ASND is shopping
the company and that a transaction is in the works.
COMS just seems a real possibility to me.
COMPAQ is another company that appears ready to do a
transaction with somebody (not necessarily with ASND, tho
Glenn Rudolph has noted that Compaq is seeking a networking
presence).
I'm going to list below the pertinent data I've got about
CPQ. For what it is worth, they have just about come out
and announced in an SEC filing that they may acquire
other businesses. I couldn't tell you if ASND is
involved or not. It probably is not, but what do I know.
1. Sudden insider sales:
10/29 Tom Perkins 330,000 shares at $23,100,000 = 70/sh.
10/28 Roland Pieper 90,000 shares at $ 6,660,000 = 74/sh.
10/27 Mike Heil 20,627 shares at $ 1,468,876 = 71/sh.
10/27 John White 34,378 shares at $ 2,441,146 = 71/sh.
10/13 Scott Johnson 25,000 shares at $ 1,883,450 = 75/sh.
2. 14C filed by Compaq a couple of weeks ago. Preliminarily,
note that CPQ only has 690MM shares outstanding now. Even with
a 2-1 stock split, it only needs 1.4B shares.
Yet, it wants 3B shares to be authorized for,
among other things, "other corporate business needs that might
include the acquisition of other businesses." See the bolded
sentence below:
SCHEDULE 14C
(Rule 14c-101)
INFORMATION REQUIRED IN INFORMATION STATEMENT
SCHEDULE 14C INFORMATION
Informtion Statement Pursuant to Section 14(c) of the
Securities Exchange Act of 1934
. . .
Compaq Computer Corporation
(Name of Registrant as Specified in Its Charter)
. . .
Information Statement for
Consent Solicitation
November 10, 1997
. . .
The Board of Directors of Compaq Computer Corporation is soliciting your consent to amend Compaq's Certificate of Incorporation to increase the number of authorized shares of common stock from one billion to three billion . . . . We ask that you return your written consent by December 11, 1997.
The Board believes that it is in the best interest of Compaq and its
stockholders to increase the number of shares of common stock to effect a two-for-one stock split (to holders of record on December 31, 1997) and for other corporate business needs.
. . .
Information About the Proposed Amendments to the
Certificate of Incorporation
In September 1997, Compaq's Board of Directors unanimously adopted a
resolution approving an amendment of Compaq's Certificate of Incorporation to increase the number of authorized shares of Compaq common stock from one billion shares to three billion shares. . . .
If stockholders consent to the increase in authorized shares, the Board will have the authority to issue the additional shares of common stock without further action by stockholders except as provided under applicable rules and regulations. Current stockholders do not have preemptive rights, which means they do not have the right to purchase any new issuance of common stock in order to maintain their proportionate interests. In addition, the issuance of additional shares of common stock in certain transactions could have the
effect of discouraging a hostile attempt to acquire control of Compaq. The Board is not aware of any effort to obtain control of Compaq.
The Board believes that it is in the best interest of Compaq and its stockholders to increase the number of shares of common stock to effect a two-for-one stock split and for other corporate business needs that might include the acquisition of other businesses and equity incentives for employees.
Gary Korn |
