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Technology Stocks : The New QLogic (ANCR)
QLGC 16.070.0%Aug 24 5:00 PM EST
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To: George Dawson who wrote (17954)9/6/1998 6:28:00 PM
From: Greg Hull  Read Replies (1) of 29386
 
George,

I have finally read the S-3 and was surprised to see the following statement on page 14:

Except under certain limited circumstances, no holder of the Series C Preferred Stock or Agent Warrants is entitled to convert or exercise such Securities to the extent that the Shares to be received by such holder upon such conversion or exercise would cause such holder to beneficially own more than 5.00% of the Common Stock of the Company and Nelson Partners, Olympus Securities, Ltd. and Capital Ventures International may not convert or exercise such securities to the extent that the Shares to be received upon such conversion or exercise would cause such entity to beneficially own more than 4.9% of the Common Stock of the Company.

Then on page 16:

Pursuant to the terms of the Series C Preferred Stock, no holder thereof can convert or exercise any portion of such Series C Preferred Stock if such conversion would increase such holder's beneficial ownership of the Common Stock in excess of 5.0% and Nelson Partners, Olympus Securities, Ltd. and Capital Ventures International cannot convert or exercise any portion of its Series B Preferred Stock if such conversion would increase such entity's beneficial ownership of Common Stock in excess of 4.9%. (These limitations may be waived upon 61 days notice to the Company).

Am I reading this correctly? It is the option of the Series C holders whether the 5% limit is waived?

Greg
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