JDN
In answer to your first question about shares, maybe you can find the answer in the following extract from the SEC filing (see...you have to read it too. :-):
POTENTIAL EFFECT OF SHARES ELIGIBLE FOR FUTURE SALE ON PRICE OF COMMON
STOCK. The market price of the Common Stock may be adversely affected by the
sale, or availability for sale, of substantial amounts of the Common Stock in
the public market. The 6,785,000 shares sold in the Offering (which includes the
exercise of the Underwriters' over-allotment option) are freely tradable unless
held by affiliates of the Company. The holders of Common Stock who did not
purchase shares in the Offering own 4,186,822 shares of Common Stock (excluding
13,178 of shares repurchased by the Company subsequent to the Mergers),
consisting of (i) the stockholders of the Founding Companies, who received, in
the aggregate, 2,307,693 shares of Common Stock as a portion of the
consideration for the sale of their businesses to Condor; and (ii) founders,
consultants and management of Condor, who own 1,879,129 shares of Common Stock
(excluding 13,178 shares repurchased by the Company subsequent to the Mergers).
These shares have not been registered under the Securities Act of 1933, as
amended (the "Securities Act"), and, therefore, may not be sold unless
registered under the Securities Act or sold pursuant to an exemption from
registration, such as the exemption provided by Rule 144. Certain of the
Company's executive officers, directors and existing stockholders owning in the
aggregate 1,801,744 shares of Common Stock have agreed not to offer, sell,
contract to sell, make any short sale or otherwise dispose of any shares of
Common Stock, options to acquire shares of Common Stock or securities
convertible into or exchangeable for, or any rights to
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purchase or acquire, shares of Common Stock during the one-year period ending
February 4, 1999, without the prior written consent of Volpe Brown Whelan &
Company, LLC. The Company also has agreed not to offer, sell, contract to sell
or otherwise dispose of any shares of Common Stock or any securities convertible
into or exchangeable for, or any rights to purchase or acquire, any shares of
Common Stock during the one-year period ending February 4, 1999, without the
prior written consent of Volpe Brown Whelan & Company, LLC, except for the
granting of options pursuant to its 1997 Long-Term Incentive Plan or the
issuance of shares of Common Stock upon the exercise of outstanding options or
in connection with acquisitions. Volpe Brown Whelan & Company, LLC, in its
discretion, may waive the foregoing restrictions in whole or in part, with or
without a public announcement of such action. The Company has provided piggyback
registration rights with respect to the Common Stock issued to the Founding
Companies and existing Company stockholders. The Company plans to register
additional shares of its Common Stock under the Securities Act, in the second
quarter of 1998, for use by the Company as consideration for future
acquisitions. Upon such registration, these shares generally will be freely
tradable after issuance, unless the resale thereof is contractually restricted
or unless the holders thereof are subject to the restrictions on resale provided
in Rule 145 under the Securities Act. The piggyback registration rights
described above will not apply to the registration statement to be filed with
respect to these shares.
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JDP |
