From SI post from Mad2... Regards.. Patherzen
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To: Brandon Buttons (15648 )
From: Mad2 Friday, Apr 30 1999 9:37PM ET
Reply # of 15962
from S1a
OF
TITLE OF EACH CLASS OF TO BE OFFERING AGGREGATE OFFERING REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED(1) PRICE PER SHARE(2) PRICE(2) FEE(2)
<S> <C> <C> <C> <C>
Common stock, no par value per share........ 3,832,950 $13.00 $49,828,350 $10,391(3)
$3,461(4)
</TABLE>
(1) Includes 499,950 shares of common stock that the underwriters have the
option to purchase to cover any over-allotments.
(2) Estimated solely for the purpose of computing the amount of the registration
fee in accordance with Rule 457(o) under the Securities Act of 1933.
(3) Previously paid in connection with the March 3, 1999 filing of this
registration statement.
Common stock offered by NetRadio 3,333,000 shares
Corporation................................
Common stock outstanding after the 9,805,500 shares
offering...................................
Use of proceeds.............................. Working capital and other corporate purposes,
including advertising and capital
expenditures. Please see "Use of Proceeds."
Proposed Nasdaq National Market symbol....... NETR</TABLE>
This information is as of March 31, 1999; however, it reflects ValueVision's
purchase of 550,000 shares of common stock effective as of the closing of this
offering. You should be aware that we are permitted, and in some cases
obligated, to issue shares of common stock in addition to the common stock to be
outstanding after this offering. If and when we issue these shares, the
percentage of the common stock you own may be diluted. The following is a
summary of additional shares of common stock that we have approved for issuance
upon the exercise of options or warrants:
- 2,000,000 shares reserved for issuance upon the exercise of options under
our stock option plan: consisting, as of April 15, 1999, of: (a) 1,202,250
options outstanding at a weighted average exercise price of $2.88 per
share, and (b) 797,750 shares reserved for future issuance under the plan.
Please see "Management--Benefit Plans."
- 191,648 shares reserved for issuance upon the exercise of warrants. Please
see "Underwriting."
DILUTION
Our net tangible book value as of December 31, 1998, after giving effect to
the conversion of $5,234,840 in debt owed to Navarre into equity and
ValueVision's purchase of 550,000 shares of common stock for $500,000, both
occurring at the closing of this offering, was $1,379,074 or $.21 per share of
common stock. Net tangible book value per share represents the amount of our
total tangible assets, reduced by the amount of our total liabilities, divided
by the number of shares of common stock outstanding. After giving effect to the
issuance and sale of the 3,333,000 shares of common stock in this offering
(after deducting the underwriting discount and estimated offering expenses), the
pro forma as adjusted net tangible book value as of December 31, 1998 would have
been $37,663,354 or $3.84 per share. This represents an immediate increase in
net tangible book value of $3.63 per share to existing shareholders and an
immediate dilution of $8.16 per share to new investors purchasing shares in this
offering. The following table illustrates the per share dilution to new
investors:
RESULTS OF OPERATION FOR FISCAL YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996
NET REVENUES
Net revenues decreased to $255,062 in 1998, from $330,921 in 1997 and
$320,661 in 1996, and consisted of product sales, Internet advertising revenues
and miscellaneous revenues.
PRODUCT SALES. Product sales in 1998 consisted of $49,639 of sales of audio
merchandise, including shipping and handling costs, compared with no product
sales in 1997 and 1996. We began selling audio merchandise in June 1998 when we
opened our online store, CDPoint, which became fully operational in November
1998.
INTERNET ADVERTISING. Internet advertising revenues in 1998 were $205,423,
compared to no Internet advertising revenues in 1997 and 1996. The 1998 Internet
advertising revenues reflect audio and banner advertising sales as well as
promotional advertising revenues.
MISCELLANEOUS REVENUES. We had no miscellaneous revenues in 1998, compared
to $330,921 in 1997 and $320,661 in 1996. Miscellaneous revenues consisted
primarily of payments from third parties for distribution of coupons and other
promotional material. We do not expect future miscellaneous revenues to be
significant.
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