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Technology Stocks : PROGRAMMER'S PARADISE (PROG)
PROG 0.146+6.5%Jun 13 5:00 PM EST

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To: Zeev Hed who wrote (303)1/18/1999 12:25:00 PM
From: xcr600  Read Replies (2) of 2383
 
Zeev, have how far have you dug into IMON's filings? We're having a hard time correlating the volume on Friday with the price change. Outstanding is supposedly 12mln, but it's been authorized for up to 20mln. From reading the 10q in Nov 98, there appears to be two different private placements? (notes 3 and 4) I'm guessing that there already is more than 12mln outstanding right now due to the financing arrangements from note 3. The preferred filing will add another 4mln+ shares to the outstanding. Thoughts? Thanks

<edit: the company is also broke and facing creditor claims. Just trying to time my short better. I don't think they'll be able to sustain this thing till the 29th. Obvious p&d.)

x

edgar-online.com

Sale of USA Skate assets and subsequent sale of the Company's investment
in Skate Corp. (continued):

Subsequent sale of the Company's investment in Skate Corp.:

In April 1998, the Company received commitments from a group of
accredited investors to purchase for $1,400,000 the shares of common
stock of Skate Corp. that are currently owned by the Company along with
an option to acquire shares of the Company in exchange for the
purchased shares of Skate Corp. The options allowed the investors to
exchange each common share of Skate Corp. for 1.5 shares of the
Company's common stock. In April and May 1998, the Company received
gross proceeds of $255,000 from investors acquiring 335,507 shares of
Skate Corp. Each of the investors exercised their options to exchange
those shares for 167,754 shares of the Company's Series A preferred
stock, which automatically converted to 503,261 shares of the Company's
common stock on July 15, 1998 upon the shareholders approving an
increase in the authorized common shares of the Company from 10,000,000
to 20,000,000. Subsequent to the receipt of the $255,000, this offering
was closed to further investors, and two officers/shareholders of the
Company have agreed to purchase the shares of Skate Corp. from the
Company for $90,000 with no conversion rights. This purchase price is
based on the net book value of the Company's investment in Skate Corp.
The offering was closed to further investors as the Company was able to
obtain similar financing on terms more beneficial to the Company as
discussed in Note 4.

4. Preferred stock offering and proforma balance sheet:

Preferred stock offering:

During the second quarter of 1998, the Company began working with a
business and financial consultant to assist the Company in completing a
private placement and engaged the consultant to refer potential
investors to the Company. The Company has received $1,639,750 (net of
offering costs) from the accredited investors introduced to the Company
by the consultant, for the purchase of 1,030 shares of Series B and
1,050 shares of Series C Convertible Preferred Stock, par value $.01
("Series B/C") at a price of $1,000 per share. The Series B/C stock is
convertible at the option of the holder at any time after 90 days from
the closing date, into a number of shares of common stock equal to
$1,000 divided by the lower of 65% of the average market price of the
common stock for the five trading days immediately prior to the
conversion date, or the market price on the day of first closing.
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