DWEB SEC S-2 filing clarification of Jan 26
NO "insiders" (i.e. Executive Management, early investors, etc.) are registering shares for future sale in this S-2.
In our 10K of Jan. 13 we disclosed the following:
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Private Placement
On August 7, 1998, the Company closed on the first round of
a private placement to the Shaar Fund, Ltd. ("Shaar Fund"). The
Shaar Fund purchased 875 shares of Series A 6% Convertible
Preferred Stock, par value $0.001 per share (the "Preferred
Stock"), together with 87,500 Common Stock Purchase Warrants with
a term of three years and at an exercise price of $6.00 per share
(the "Common Stock Purchase Warrants") for an aggregate price of
$875,000. The Company received net proceeds of approximately
$779,000.
Then, on December 3, 1998, the Company closed on the second
round of its private placement with the Shaar Fund. The Shaar
Fund completed its purchase of 625 additional shares of Preferred
Stock and an additional 50,000 Common Stock Purchase Warrants for
an aggregate price of $500,000.
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As part of the private placement agreement, DWEB became obligated to register the shares for possible future sale. The S-2 of Jan. 26 Registration Statement, is DWEB fulfilling its obligation under the agreement.
Also, with the exception of the Shaar Fund, all other shares being registered are connected to stock options priced at either $5.50/share or $6.00/share.
We hope this is helpful. |
