Might these shares be related to the takeover of Equipe? i.e. - Probably in accord with the merger agreement
indeed! if i'm reading the legalese right, this form covers one-third of the 'new' merger-related shares for both equipe and chiptronix. nice catch. (with CIEN repricing its options post-implosion, my objectivity may be clouded.)
to wit:
"The Company issued 4,469,016 shares of the Company's Common Stock to the former stockholders of Equipe and its two related corporations and to the former stockholders of Chiptronix, in connection with the Company's acquisition of those companies. Immediately after they were issued, such shares were not freely transferable, were "restricted securities" for purposes of Rule 144 promulgated under the Securities Act and may have been subject to other restrictions on transfer if any such stockholders were affiliates of Equipe or the Company. However, the Company has provided such stockholders with certain registration rights in relation to such shares, and, pursuant to such rights, this Prospectus and the Registration Statement of which it is a part register approximately 31% of such shares for sale in the public market. Moreover, the Company may be required pursuant to such registration rights to file additional registration statements pursuant to which more of such shares will be able to be sold in the public markets. Also, such stockholders may also be able to sell such shares in accordance with Rule 144 commencing in January 1999. Sales of substantial amounts of such shares could adversely affect the market price of the Company's Common Stock." |
