Thanks for the great advise John.
"Buy when you want to sell and sell when you want to buy. That is, buy when your emotions say sell, and sell when your emotions say buy."
WRT the S-3
I think this explains the stock price of late. I sure wish that I knew all of this 2 weeks ago. Correct me if my logc is wrong but this seems to easy for those big guys in the know and plain rotten for us hard working fools who get taken for a ride.
10/29/96 795,900 18 15 15 1/8
10/30/96 1,717,000 17 14 5/8 16 3/4
10/30/96 1,717,000 17 14 5/8 16 3/4
12/05/96 446,100 20 18 5/8 19
12/17/96 717,900 15 3/4 14 7/8 15
12/18/96 995,400 15 3/4 14 1/2 15 1/8
$10,000,00 / 636,132 shares = $15.72
SELLING STOCKHOLDERS
The Company and the Selling Stockholders entered into an Investment Agreement dated October 3, 1996 (the "Investment Agreement") which provides to the Company up to $15 million in equity financing. Of the Shares offered hereby by the Selling Stockholders, 604,913 Shares represent a portion of the initial $10 million in equity financing to be provided under the Investment Agreement.
The total number of shares issuable to the Selling Stockholders for the initial $10 million provided under the Investment Agreement is 741,913 shares. Of these shares, 636,132 shares were issued to the investors on October 30, 1996. Under the Investment Agreement the Company has the right, by delivering notice (a "Put Notice") to the Selling Stockholders, to require the Selling Stockholders to
fund the equity financing to be provided under the Investment Agreement. The prices per share to be paid by the Selling Stockholders for shares of Common Stock to be acquired by them pursuant to the Investment Agreement represent a 15% discount from market prices of the Common Stock over agreed upon pricing periods commencing following delivery of the applicable Put Notice (each a "Pricing Period"). The first Put Notice was delivered on October 24, 1996 for the first $10 million of equity financing and the Pricing Period related thereto
ended on December 5, 1996. However, with respect to the first $5 million provided under the Investment Agreement, the price per share paid by the Selling Stockholders was based on a 15% discount from the market prices of the Common Stock over a period ending August 15, 1996. Under the Investment Agreement, each Selling Stockholder represented to the Company that it was acquiring the Shares and the Warrants from the Company for investment for its own acount and not with a view to, or for resale in connection with, any distribution thereof in any transaction which would be a violation by the Selling Stockholders of the Securities Act or any other securities laws of the United States or any state. However, in accordance with the Investment Agreement, the Company agreed to register the resale of the Shares offered hereby by the Selling Stockholders to permit sales of such Shares from time to time in the market or in privately-negotiated transactions. See "Plan of Distribution." The Company will prepare and file such amendments and supplements to the Registration Statement as may be necessary in accordance with the rules and regulations of the Securities Act to keep it effective for a period of approximately two years. In addition, the Selling Stockholders have certain demand and piggy-back registration rights provided to them in connection with the Investment Agreement. The Company has agreed to bear certain expenses (other than broker discounts and commissions, if any) in connection with the Registration Statement. |
