Some ASCOM background . . . .
ASCOM was a primary venture capital supporter of IDX when it went public, and initially had a 40% stake. It also made a business contact or two for IDX in Europe in the early days. ASCOM holdings are now down to 18% of the common stock.
For the past couple of years, here's some statistics . . . .
Date -- ASCOM shares -- (Percent) -- Note
12/31/96 -- 5,418,224 -- 28%
3/31/97 -- 5,177,824 -- 23% -- 240,400 shares sold
12/31/97 -- 5,177,824 -- 23%
5/1/98 -- 4,577,824 -- 18% -- 600,000 shares sold
8/26/98 -- ???? -- ?? -- Per other posters, filed to sell 1M+ shares
For those of you who are worried about ASCOM's intentions, here is something from a July 19, 1996, SCD 13D filing (done because ASCOM had internally reorganized, and was transferring its IDX shares to a new ASCOM corporate entity). The filing noted that the new entity was also subject to a September 1994 deal with IDX ("Issuer") that "modified the restrictions on transfer contained in the [original] Stock Option Agreement to prevent public sales from disrupting the market for Issuer's stock and to prohibit transferees [i.e., purchasers of ASCOM's IDX holdings] from attaining a net ownership of more than 5% of the voting stock of the Issuer. [This agreement] also gave the Issuer a right of first refusal on private sales . . . ."
In other words, ASCOM has promised not to (1) wreck the market for IDX stock and (2) not create new "insiders" -- strangers potentially hostile to IDX management -- when it does sell.
Finally, the August 2, 1996 10Q noted "ASCOM has preemptive rights with respect to issuances of [IDX] securities and registration rights with respect to the securities it holds. [IDX's] ability to obtain additional financing on favorable terms in the future may be adversely affected by the existence of these preemptive rights and registration rights."
* * *
Here are my conclusions, based on this information:
(1) ASCOM is friend, not foe, and they have signed agreements with IDX that protect IDX shareholders and management. If ASCOM is planning a big sale, it will wait to sell into strength. That means, bullishly, that good news may be coming, but any spike in IDX share price will be tempered by significant ASCOM selling.
(2) Over the long run, the reduction of ASCOM's bloc control of the stock will increase liquidity and help make a market in IDX stock, especially since ASCOM may not create any new 5% owners.
(3) IDX will have more flexibility in getting bank financing with the reduction in ASCOM's privileges over its common stock. |
