Why the S-3 now?
The company issued shares which are "issued and outstanding" and count in the calculation of Earnings Per Share, these are the PP shares. However these shares cannot be publically traded, i.e. part of the "float", until they are registered with the SEC. Form S-3 registers the shares with the SEC and will give more details of "The Deal". The time of registration is usually part of the deal and, as noted below, there will be 10% (95,500) additional warrants issued if the company fails to register on time. The S-3 of 10-17-97 was 17 days late and cost a late penalty of 44,000 shares, they are not going to be late with this one.
PRIVATE PLACEMENT. On November 21, 1997, Topro, Inc. (the "Company") completed a private sale pursuant to Section 4(2) of the Securities Act of 1933 (the "Act") of 955,000 shares of Common Stock for gross proceeds of $5,252,000 ($5.50/share). The securities were sold to four "Qualified Institutional Investors" as defined in Rule 144A under the Act and two institutional "accredited investors" as defined in Regulation D of the Act. The shares are "restricted securities" which may not be offered or sold absent registration or an exemption from the registration requirements of the Act. The purchasers were granted certain registration rights with respect to the shares of Common Stock. To the extent the shares are not timely registered as required, an aggregate of 95,500 Common Stock Purchase Warrants, exercisable at a price of $5.50 per share, will be issued to the purchasers.
Now, just to take you back to a little perspective:
Zebra 365 Nov 12 1997 Reply #5863
Take the fact that wonderware has 20,000 clients and TPRO has 4,000.
Let's say that 75% need no Y2K work at all (ridiculous, but stay with
me) that leaves 6,000 clients. And TPRO has maybe 300 engineers. That is 20 projects per engineer that should be completed in the next 13 months, (to give 1999 for testing the fixes). Even if the plants would do it all with their own employees using PlantY2KOne, this is a Stygian task. They will still need support for the software coming from humans. (Actually this is where I see the TPRO employees working, not all at plant sites, but at PC's helping customers' employees with the software.)
TPRO is not going to do anywhere near the whole job needed. And who else is out there to do it?
But if the TPRO folks and the CD are as good as they seem to be, they are going to do a huge chunk of the plant remediation work and I think that will take much more cash to hire and train people than they have in the bank currently. Just saying I would be surprised if that is not addressed Friday. I only hope for many peoples sake, they can ramp up fast enough.
Knowing what I know about the Company's finances, if they were not talking about raising cash now, I would wonder if they really had anything to sell. I think the stock will take a small hit in price though from an announced dilution, regardless of the magnitude. It doesn't bother me, I'm in this for the duration.
Zebra 365 Nov 13 1997 Reply #5900 of 6177
The 4% dilution is a downer, but right now that means the average price of your $6 shares should take a 1/4 point hit. TPRO down 5/16 today, OK, .......ouch, now get on with the show.
Zebra |
