Juli,
A little background,
From the S-3...
Donald Gross 1,750,533 1,750,533
Stephen Gross 1,750,533 1,750,533
Lansing Freeman 389,006 389,006
DCP Holdings, LLC 150,000 150,000
Lori Gross 62,500 62,500
Tibor Vas 20,000 20,000
The RC&A Group,Inc. 87,715 87,715
In-Com Source, LLC 87,714 87,714
First Prizer Corp. 87,714 87,714
Totals: 4,385,715 4,385,715
From the 8-K purchase of EDGE...
The persons from whom the Edge stock was acquired are:
Donald Gross 45%
Steven Gross 45%
Lansing Freeman 10%
3. Purchase Shares Rights and Restrictions. The Purchase
Shares shall carry with them the right to "piggy back" on
any S-1 Registration Statement filed by Buyer. The Purchase
Shares shall bear a legend to such effect, and shall be
registered on Form S-3 or the appropriate form upon request
from Seller at anytime after Closing on a "best efforts"
basis. Further, the Purchase Shares will be subject to Rule
144 of the Securities Act of 1933. Each share of the
Purchase Shares held by Seller, and any successor in
interest to the Purchase Shares, will vote the Purchase
Shares in the same manner as recommended by the current
President of Buyer for a period of 2 years from the date of
closing. To effectuate said restriction, each Seller shall
execute and deliver to Buyer the Irrevocable Proxy attached
hereto as Schedule B.
Schedule A
PERMITTED TRANSFEREES
Name Number of Shares
Robert Cefail 263,143
DCP Holdings, LLC 150,000
Lori Gross 62,500
Tibor Vas 20,000
Schedule B
IRREVOCABLE PROXY
I, Stephen Gross of Rockville, Maryland, do hereby
irrevocably and unconditionally appoint Joseph J. Murphy, of
Fairfield, Connecticut, my lawful Proxy to vote and act for me
and in my name at all meetings of the stockholders of DCI
Telecommunications, Inc., a Colorado corporation, in transacting
any business as may come before such meetings. The Proxy shall
vote at the Proxy's discretion on all matters that may come
before the meetings. All previous Proxies are hereby revoked.
This Proxy is coupled with an interest and shall remain in force
for two (2) years and one day from the below-written date. My
intention is that this document serve as an assignment of all
voting rights appurtenant to all stock I own in DCI
Telecommunications, Inc.
As you can see the majority of the shares of the S-3 were from the
EDGE acquisition. The EDGE shares are locked up and subject to full
SEC filings for selling. Being in the US, it would be hard for them to
get around this. The CC shares, because of being out of the US, were
and are still subject to the SEC requirements but, me thinks that the
sellers just don't care about that.
There are only 1.85 million shares in this filing from the Convertable
Preferred. I have also been told that these shares are locked for 1
year from conversion. Knowing that the price of the stock was much
higher when most of these shares were converted there is not much
profit, if any, in selling at these levels. The last series, F, looks
to have a potential conversion of around 2.5 million at these levels.
As far as the names of the holders and who they are,
Sovereign Partners, 746,667 746,667
L.P.
Dominion Capital 671,666 671,666
Fund, Ltd.
Augustine Fund L.P. 206,667 206,667
Corporate Capital 111,450 111,450
Management, LLC
Ganesh Asset 10,000 10,000
Management
Settendown Capital 71,450 71,450
International, Ltd.
FT Trading 25,000 25,000
Unlimited
Lance T. Bury 7,100 7,100
Totals: 1,850,000 1,850,000
See if you can find out any more about them and let us know.
LONG AND STRONG!!! GO DCTC!!!!
Bruce |
