Amended SEC s-3 filing ALERT(XYBR XYBRW): Anyone remember the CNBC interview? Edward G. Newman stated when asked about the SEC filings that all funds would go to the company...
The amended s-3 says otherwise:
[XYBERNAUT CORP has filed a Form S-3/A with the United States Securities
and Exchange Commission.]
Click on the following hyperlink to view this filing:
freeedgar.com
>>>This Prospectus pertains to the offer and sale, from time to time,
by or for the account of certain stockholders (the "Selling Stockholders") of
Xybernaut Corporation (the "Company"), of up to 2,340,938 shares (the "Shares")
of common stock, par value $.01 per share (the "Common Stock"), of the Company.
See "Description of Securities."
The Shares offered hereby may be sold by the Selling Stockholders
directly or through agents, underwriters or dealers as designated from time to
time or through a combination of such methods. The Company will not receive any
of the proceeds from any sale of Shares by or for the account of the Selling
Stockholders. ...<<<
[NOTED(by author):There has been many shares added to the fully diluted outstanding figure, at much lower prices then the current market.]Back to Filing:
>>>Common Stock outstanding
after the offering hereby............ 21,123,760 shares of Common Stock(1)(3)<<<
[Note:S&P Comstock and Market Guide currently list: 14,361,000 & 14.4 mil
But that's not all, folks!
Notes are the kickers though:] Back to filing:
>>>1) Does not include (i) 1,390,430 shares of Common Stock reserved for
issuance upon the exercise of outstanding options; (ii) 152,860 shares of
Common Stock reserved for issuance upon exercise of outstanding warrants
to purchase Common Stock; (iii) 4,583,402 shares of Common Stock reserved
for issuance upon exercise of outstanding warrants issued in connection
with the Company's initial public offering (the "IPO"); (iv) 457,496
shares of Common Stock registered in connection with the Series A
Preferred Stock but unissued as of May 8, 1998; (v) 155,424 shares of
Common Stock registered in connection with the Series B Preferred Stock
but unissued as of May 8, 1998; and (vi) 420,000 shares of Common Stock
reserved for issuance upon exercise of an option granted pursuant to the
Company's IPO to purchase 210,000 shares of Common Stock and 210,000
redeemable warrants, each such warrant to purchase one share of Common
Stock at an exercise price of $9.075. See "Risk Factors -- Effect of
Possible Non-Cash Future Charge" and " -- Securities Issuable Pursuant to
Options, Warrants and the Unit Purchase Option."
(2) Does not include 840,124 shares of Common Stock issued as of the date
hereof in connection with the April 1998 Private Placement that are being
registered herein.
(3) Assumes the number of shares of the Common Stock that would be issuable
upon exercise by the holders thereof of the Warrant A and Warrant B, and
the exercise by the Company of Put Options in the aggregate principal
amount of $3,000,000. See "Description of Securities.">>>
[NOTE:Geez, I have to get my calculator out now....]Back to filing:
>>DILUTION; IMPACT OF SALE OF COMMON STOCK UPON CONVERSION OF SERIES A
AND SERIES B PREFERRED STOCK, AND THE EXERCISE OF THE PUT OPTIONS
AND WARRANTS
The purchasers of the Shares offered hereby will experience immediate
and substantial dilution in the net tangible value of their Shares in the event
of conversion of outstanding Series A and Series B Preferred Stock, and the
exercise of the Put Options and Warrants. Specifically, the Series A and Series
B Preferred Stock are convertible into Common Stock and the Company may exercise
the Put Options resulting in the issuance of Common Stock at discounts from
future market prices of the Common Stock, which could result in substantial
dilution to existing holders of Common Stock>>>
=====================================================================
End of filing:::
Questions: (If I ask questions, you can accuse me of thinking "I know it all")
1) How do the Put options work (Any lawyers or mathematicians here...I know they work for INTC and MSFT, but how do they work for a volatile stock under $10)
2) any idea what the cost to the "private" buyers are as opposed to current market.
3)Are you aware that "what you don't know can hurt you?
(I know someone will ask...I don't currently own and am not short the stock or wts....Just trying to give information for owners to consider.)
|
