Charger:
This is directly from the S-3, December 22, 1997. The number to the right of each name is the amount of private placement shares snd these shares are included in the approximately 47 million outstanding shares. It's my understanding that Lionel is paid in shares. I imagine he has to sell them to pay the bills since this is his only gig:
PRIVATE PLACEMENT SHARES
Terry Alcorn 125,000
Abdul Aziz Saleh Al-Rebdi 1,000,000
Ariel Holdings LLC(1) 4,000,000
Gary A. Baggs 500,000
Charles Benzivengo 366,677
Richard Berger 450,000
Paul Body 100,000
Everett Bostwick 250,000
Robert Burke 200,000
James S. Chapin(2) 500,000
Vasant Chheda 1,654,545
C.L. Baggs Revocable Trust 500,000
David Cornish 590,000
Frank J. Crocco 800,000
Stanley Edelstein 250,000
Four M International 400,000
Kenneth Friedman(3) 500,000
Len Gissiner 200,000
Donald J. Guilmette 133,333
Bruce Hambro 250,000
Home Design Service, Ltd. 133,333
R. Curtis Jordan 400,000
Howard Kalodner(4) 400,000
Amram Kass P.C. Defined
Benefit Pension Plan 2,000,000
David Kinney 150,000
Ferris Kleem 400,000
David Kramer 400,000
Rick Lesch 25,000
Jarvis Littlefield 500,000
Gary May 133,328
Kevin McCaffrey 200,000
David Mersereau 200,000
Albert Miller(5) 150,000
Issac Perlstein 2,000,000
Milton Rabinowitz 450,000
R.D. Capital Inc. 400,000
Derick J. Rosinky and
Lavonne Michaeli 100,000
Gerald Schwartz 125,000
Leonard Schweitzer 150,000
Howard Usher 250,000
Alexander Waters 80,000
Stephen Weinstein 100,000
David Werner 4,100,000
Lyell M. Williams 366,666
Roland Vandekerckhove 950,000
ADDITIONAL RESTRICTED SHARES
Colburn & Meredith, Inc. 62,667
Mina Furo 115,000
David Mersereau 94,000
OPTION SHARES(6)
James Chapin(2) 975,000
Kenneth Friedman(3) 485,000
Howard Kalodner(4) 500,000
Albert Miller(5) 500,000
FORBEARANCE SHARES
Werner Aeberhard 82,857
Tania Bruntiffield 51,429
Chris Lambrianos 71,429
Jacques Philippou 45,715
Estate of Dinos N. Samuel 57,143
Mikis Theodosiou 62,857
Anthony Warrender 61,904
(1) Robert Danial, who is a principal of Ariel Holdings LLC, is also
a principal of Sterling Mining L.L.C. See "Recent Developments".
(2) Mr. Chapin is Chief Executive Officer, Chief Financial Officer and a Director of the Company.
(3) Mr. Friedman is a Director of the Company.
(4) Mr. Kalodner is a Director of the Company.
(5) Mr. Miller is a Director of the Company.
(6) Represents shares issuable upon the exercise of certain options to purchase shares of Common Stock.
PLAN OF DISTRIBUTION
The Selling Stockholders may sell some or all of the Shares in
transactions involving broker/dealers, who may act as agent or acquire the Shares as principal. Any broker/dealer participating in such transactions as agent may receive a commission from the Selling Stockholders (and, if they act as agent for the purchaser of such Shares, from such purchaser). Usual and customary brokerage fees will be paid by the Selling Stockholders. Broker/dealers may agree with the Selling Stockholders to sell a specified number of Shares at a stipulated price per Share and, to the extent such broker/dealer is unable to do so acting as agent for the Selling Stockholders, to purchase as principal any unsold Shares at the price required to fulfill the respective broker/dealer's commitment to the Selling Stockholders. Broker/dealers who acquire Shares as principals may
thereafter resell such Shares from time to time in transactions (which may involve cross and block transactions and which may involve sales to and through other broker/dealers, including transactions of the nature described above) in the over-the-counter market, in negotiated transactions or otherwise, at market prices prevailing at the time of sale or at negotiated prices, and in connection which such resales may pay to or receive commissions from the purchasers of such Shares. The Selling Stockholders also may sell some or all of the Shares directly to purchasers without the assistance of any broker/dealer.
The Company is bearing all costs relating to the registration of the
Shares, provided that, any commissions or other fees payable to
broker/dealers in connection with any sale of the Shares will be borne by the Selling Stockholders or other party selling such Shares.
The Selling Stockholders must comply with the requirements of the Act
and the Exchange Act and the rules and regulations thereunder in the offer and sale of the Shares. In particular, during such times as the Selling Stockholders may be deemed to be engaged in a distribution of the Common Stock, and therefore be deemed to be an underwriter under the Act, it must comply with Rules 10b-6 and 10b-7 under the Exchange Act, as amended, and will, among other things:
(a) not engage in any stabilization activities in connection with the
Company's securities;
(b) furnish each broker/dealer through which Shares may be offered
such copies of this Prospectus, as amended from time to time, as may be required by such broker/dealer; and
(c) not bid for or purchase any securities of the Company or attempt
to induce any person to purchase any securities of the Company other than as permitted under the Exchange Act.
Hope this helps,
-NET- |
