New MIDL Fully Diluted Count as I know it to be as of June 1998 ...
Share Count as best as I can figure out as of the last filing:
Here are the totals for calculating fully diluted shares from the 8-K plus the last transaction for Arcon minus the returned shares of New Departure: (These are rough figures but close as best as I can figure)
2,575,217 Common
4,108,860 Dilution from 117,396 Series A (1M Authorized Preferred) (approximate)
1,540,000 Dilution from 44,000 Series A (Private Placement Hig Profile Investors) (approximate)
2,824,430 Dilution from 80,698 Series A (Split to S.O.R May 29, 1998 Business Day Close) (approximate)
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11,048,507 Converted Diluted Float (approximate)
8,069,800 Exercised Warrants Max (approximate)
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19,118,307 Fully Diluted Free Trading Float (approximate)
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RESTRICTED INSIDERS (SEC Rule 144)
24,525,000 Fully Diluted Insiders 'B' & 'A' to common shares as of today to the best of my knowledge (approximate)
43,643,307 Fully Diluted (approximate)
Note: The Preferred 'B' is all insiders convertible to 'A' or common at any time. I am not going to drive myself crazy trying to account with the insiders are doing ... They can convert whenever they wish and it has no affect on the float. Even if they sell their shares to the public those shares are still under SEC Rule 144.
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Preferred / Warrant Calculations:
MIDLP = (242,094) + (insiders 195,000) = 437,094 Series A Preferred All Due to convert in Oct 1998 Presently (approximate)
Series 'A' = 35 shares of common
Series 'B' = 150 shares of common
MIDLW (161,396 A x 50 = 8,069,800) are warrants that allows the holders to exercise I guess at anytime to purchase 1 share of common stock for $0.50; expiration 2001; Target - $2.50 or higher for ten consecutive trading days. After target is met company can recall all warrants for .025 cents.
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Rule 144 Stock
SEC Rule 144 governs the sale of restricted securities in limited quantities and generally applies to the following:
Corporate Insiders Buyers of private placement securities not sold under SEC registration statement requirements. Corporate Insiders - Corporate insiders are officers, directors, or anyone else owning 10% or more of the outstanding company securities. Stock either aquired through compensation arrangements or open market purchases is considered restricted for as long as the insider is affiliated with the company.
Buyers of private placement securities - If the buyer has no management or major ownership interests in the company, the restricted status of the securities expires over a period of time. Under Rule 144, restricted securities may be sold to the public without full registration (registration is completed upon transfer of ownership) if the following conditions are met. The securities have been owned and fully paid for for at least two years, or upon the death of the owner. Current financial information must be made available to the buyer.
Companies that file 10K and 10Q reports with the SEC satisfy this requirement. The seller must file Form 144, "Notice of Proposed Sale of Securities," with the SEC no later than the first day of the sale. The filing is effective for 90 days. If the seller wishes to extend the selling period or sell additional securities, a new Form 144 is required.
The sale of the securities may not be advertised and no additional commissions can be paid. If the securities were owned for between two and three years, the volume of securities sold is limited to the greater of 1% of all outstanding shares, or the average weekly trading volume for the proceeding four weeks. If the shares have been owned for three years or more, no volume restrictions apply to non-insiders. Insiders are always subject to volume restrictions.
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These figures are to the best of my knowledge I am not going drive myself nutz over this If you do not believe in ALL the DD then do me and you a favor and SELL!. Please note the insiders according to the SEC filings can convert their Series 'B' Preferred at any time to Series 'A' Preferred or even common but as long as they have 10% and affiliated they can not make into the free trading float.
enough said
GB |
