re EA's S-3/a - two things:
1) shares probably haven't started flipping yet, since they were
required to file this amendment.
2) this is a significant amendment to the Jan 26 S-3. The number of
shares being registered has been reduced greatly, from to something
like 5 M shares down to 1,737,322 . This isn't the best
news for us, although the number of shares waiting to be sold is
still quite huge. The float is 5.9 M, and there are a couple more
discounted convert deals that will flip, in addition to the one being
registered here.
It's not clear to me why the number of shares was reduced. I don't
recall having seen anything like this before. I'll paste the details
below. The fairly radical changes here make me wonder whether we
won't see yet another S-3/a for these shares.
Although the number of shares has been reduced, there are still a lot
of shares being registered here, and there are two other discounted
convert deals too, so this reduction in number of shares, while
certainly not what I want to happen, doesn't dissuade me from staying
short.
One can compare the new and old lists below to see how the no. of
shares shrank since Jan. 26:
*****************************************************
Here;s the new (Mar 19 list of shares being offered:
Calculation of Registration Fee
======================================================================================================================
Title of each class of Proposed Maximum Proposed maximum
securities to be Amount to be offering price per aggregate offering Amount of
registered registered unit price Registration Fee
----------------------------------------------------------------------------------------------------------------------
Common Stock 188,065 (2) (1)
----------------------------------------------------------------------------------------------------------------------
Common Stock 1,069,257 (3) (1)
----------------------------------------------------------------------------------------------------------------------
Common Stock 480,000 (4) - N/A N/A
----------------------------------------------------------------------------------------------------------------------
Total Registration Fee $4,544.39
======================================================================================================================
(1) Determined pursuant to Rule 457(c) under the Securities Act of 1933, as
amended ("Securities Act"), solely for purposes of calculation of the
registration fee, based upon the average of the high and low prices
reported in the consolidated reporting system on January 22, 1998.
(2) Represents 188,065 shares of the Company's Common Stock into which
certain convertible subordinated debentures (the "9% Debentures") in the
aggregate principal amount of $282,098 issued by the Company in May and
June 1996 to the named Selling Securityholders (or to other persons who
have transferred their Convertible Debentures to the named Selling
Securityholders) are convertible. For purposes of determining the number of
shares of the Company's Common Stock issuable upon conversion of the
Convertible Debentures to include in this registration statement, the
Company assumed a conversion price of $1.50 per share. The actual number of
shares of Common Stock to be issued upon conversion of the Convertible
Debentures will be equal to: the principal amount of the Convertible
Debentures converted divided by a conversion price per share equal to the
lesser of (i) eighty percent (80%) of the average the closing price of the
Company's Common Stock as traded on the NYSE for the five days immediately
preceding the date of notice of conversion to the Company, or (ii) $1.50.
The actual number of shares included in this registration statement equals
that number of shares of Common Stock issued upon conversion of the
Convertible Debentures in accordance with the conversion price described
above. In accordance with Rule 416 under the Securities Act, this
Registration Statement also covers such indeterminate number of additional
shares of Common Stock as may become issuable upon the conversion of the 9%
Debentures to prevent dilution resulting from stock splits, stock dividends
or similar transactions by reason of changes in the conversion price as
aforesaid.
(3) Represents the maximum shares issuable in connection with the purchase of
Service Assembly, Inc. by the Company. The actual number of shares issued
in connection with such purchase will be determined based on the trading
price of the Company's Common Stock at closing of the acquisition of SAI
and the guarantee described in "The Company - Other Developments -
Acquisition of SAI."
(4) Represents 480,000 shares of Common Stock into which certain 10% Series B
Convertible Notes are convertible and interest thereon which may be paid in
stock. The notes are convertible at the option of the holder after January
1, 1998, into shares of Common Stock of the Company at a conversion price
of $2.50 per share. In accordance with Rule 416 under the Securities Act,
this Registration Statement also covers such indeterminate number of
additional shares of Common Stock as may become issuable upon the
conversion of the 9% Debentures to prevent dilution resulting from stock
splits, stock dividends or similar transactions by reason of changes in the
conversion price as aforesaid.
Here's the new (Mar 19) list of selling shareholders
Number of Common
Number of Shares Shares Owned Stock Owned
Name of Selling Relationship to Owned Prior to Number of Shares After After
Securityholder Company(1) Offering Offered Offering(2) Offering(2)
--------------- --------------- ---------------- ---------------- ------------ -------------
Chanie Lerner 586,667(3) 546,667(3) 40,000 *
Millenco, LP 121,398(4) 121,398(4) -0- -0-
Don R. DeSantis 285,714(5) 285,714(5) -0- -0-
Colin Reddy 285,714(5) 285,714(5) -0- -0-
COMTEC Information 285,714(5) 285,714(5) -0- -0-
Systems, Inc. 21
Percentage of
Number of Common
Number of Shares Shares Owned Stock Owned
Name of Selling Relationship to Owned Prior to Number of Shares After After
Securityholder Company(1) Offering Offered Offering(2) Offering(2)
--------------- --------------- ---------------- ---------------- ------------ -------------
James M. Ayars 114,286(5) 114,286(5) -0- -0-
David A. Goble 62,857(5) 62,857(5) -0- -0-
Arthur Demaggio 5,714(5) 5,714(5) -0- -0-
Marilyn A. Machado 8,000(5) 8,000(5) -0- -0-
Sandra A. Medeiros 2,286(5) 2,286(5) -0- -0-
Diane Mercier 2,286(5) 2,286(5) -0- -0-
Darlene B. Metivier 2,971(5) 2,971(5) -0- -0-
Debra Mitchell 2,286(5) 2,286(5) -0- -0-
Holly Shurtleff 2,286(5) 2,286(5) -0- -0-
Linda Snow 2,286(5) 2,286(5) -0- -0-
Candice Silvia 2,286(5) 2,286(5) -0- -0-
Lorraine Lobo 2,286(5) 2,286(5) -0- -0-
Christine L. Medeiros 2,286(5) 2,286(5) -0- -0-
*************************************************************************
Here's the old (Jan 26) list of shares being offered:
Calculation of Registration Fee
======================================================================================================================
Title of each class of Proposed Maximum Proposed maximum
securities to be Amount to be offering price per aggregate offering Amount of
registered registered unit price Registration Fee
----------------------------------------------------------------------------------------------------------------------
Common Stock 1,289,360 (2) (1)
----------------------------------------------------------------------------------------------------------------------
Common Stock 1,069,257 (3) (1)
----------------------------------------------------------------------------------------------------------------------
Preferred Stock
Purchase Rights 2,358,617 (4) N/A N/A N/A
----------------------------------------------------------------------------------------------------------------------
Total Registration Fee $4,544.39
======================================================================================================================
(1) Determined pursuant to Rule 457(c) under the Securities Act of 1933, as
amended ("Securities Act"), solely for purposes of calculation of the
registration fee, based upon the average of the high and low prices
reported in the consolidated reporting system on January 22, 1998.
(2) Represents 1,289,360 shares of the Company's Common Stock into which
certain convertible subordinated debentures (the "9% Debentures") in the
aggregate principal amount of $1,934,038 issued by the Company in May and
June 1996 to the named Selling Securityholders (or to other persons who
have transferred their Convertible Debentures to the named Selling
Securityholders) are convertible. For purposes of determining the number of
shares of the Company's Common Stock issuable upon conversion of the
Convertible Debentures to include in this registration statement, the
Company assumed a conversion price of $1.50 per share. The actual number of
shares of Common Stock to be issued upon conversion of the Convertible
Debentures will be equal to: the principal amount of the Convertible
Debentures converted divided by a conversion price per share equal to the
lesser of (i) eighty percent (80%) of the average the closing price of the
Company's Common Stock as traded on the NYSE for the five days immediately
preceding the date of notice of conversion to the Company, or (ii) $1.50.
The actual number of shares included in this registration statement equals
that number of shares of Common Stock issued upon conversion of the
Convertible Debentures in accordance with the conversion price described
above. In accordance with Rule 416 under the Securities Act, this
Registration Statement also covers such indeterminate number of additional
shares of Common Stock as may become issuable upon the conversion of the 9%
Debentures to prevent dilution resulting from stock splits, stock dividends
or similar transactions by reason of changes in the conversion price as
aforesaid.
(3) Represents the maximum shares issuable in connection with the purchase of
Service Assembly, Inc. by the Company. The actual number of shares issued
in connection with such purchase will be determined based on the trading
price of the Company's Common Stock at closing of the acquisition of SAI
and the guarantee described in "The Company - Other Developments -
Acquisition of SAI."
(4) The Rights associated with the shares of Common Stock are not exercisable
or transferable apart from the Shares of Common Stock at the present time
and no additional consideration has been, or will be, received by the
Company in connection with the granting of such Rights upon issuance of the
Common Stock. Accordingly, no material independent value is attributable to
the Rights and no separate registration fee is required with respect to
such Rights pursuant to Rule 457.
Here's the old list of selling shareholders
Number of Common
Number of Shares Shares Owned Stock Owned
Name of Selling Relationship to Owned Prior to Number of Shares After After
Securityholder Company(1) Offering Offered Offering(2) Offering(2)
--------------- --------------- ---------------- ---------------- ------------ -------------
Laura Huberfeld & Naomi 1,087,020(3) 49,833(4) 1,037,187 9.8%
Bodner Partnership
Robert Cohen 36,800(4) 36,800(4) -0- -0-
Lenore Katz 6,667(4) 6,667(4) -0- -0-
Kids Associates 10,667(4) 10,667(4) -0- -0-
Chanie Lerner 586,667(4) 66,667(4) 520,000 5.2%
Millenco, LP 506,980(4) 506,980(4) -0- -0-
CMR Associates, L.L.C. 67,239(4) 67,239(4) -0- -0-
Arrasy Corp. 240,858(4) 240,858(4) -0- -0-
Fargher Trading, Ltd. 240,858(4) 240,858(4) -0- -0-
Kinley Consultants Limited 62,789(4) 62,789(4) -0- -0-
Don R. DeSantis 285,714(5) 285,714(5) -0- -0-
Colin Reddy 285,714(5) 285,714(5) -0- -0-
COMTEC Information 285,714(5) 285,714(5) -0- -0-
Systems, Inc. 23
Percentage of
Number of Common
Number of Shares Shares Owned Stock Owned
Name of Selling Relationship to Owned Prior to Number of Shares After After
Securityholder Company(1) Offering Offered Offering(2) Offering(2)
--------------- --------------- ---------------- ---------------- ------------ -------------
James M. Ayars 28,571(5) 28,571(5) -0- -0-
David A. Goble 15,714(5) 15,714(5) -0- -0-
Arthur Demaggio 1,429(5) 1,429(5) -0- -0-
Marilyn A. Machado 2,000(5) 2,000(5) -0- -0-
Sandra A. Medeiros 571(5) 571(5) -0- -0-
Diane Mercier 571(5) 571(5) -0- -0-
Darlene B. Metivier 743(5) 743(5) -0- -0-
Debra Mitchell 571(5) 571(5) -0- -0-
Holly Shurtleff 571(5) 571(5) -0- -0-
Linda Snow 571(5) 571(5) -0- -0-
Candice Silvia 571(5) 571(5) -0- -0-
Lorraine Lobo 571(5) 571(5) -0- -0-
Christine L. Medeiros 571(5) 571(5) -0- |
