Andrew, all you have to do is read the SEC documents. Lets start from the last one, Gordon and Wife have now 14 MM shares, that was verified by Marty without any equivocation just two three weeks back. Of these, 11.666 MM shares come from the grant of 5 MM shares (December 1998) and the conversion of debt (I believe Feb of 1999, but check me on that). Thus coming into December, the Gordon's cannot have more than 2.333 MM shares.
Are you with me on this one?
OK, On Sep 6, 1996, Gordon and wife get 13 MM shares for their VSI sale (P-20)
During 1996 Gordon gets 17.2 MM options (I would presume these were exercised, since at the end of 1998 he has no options left, end of page 17)
During 1998, the 9 MM options of 1997 are repriced and together with the 1998 options Gordon exercise at least 16.8 MM options in 1998 (the SB-2 is specific about these options).
So, so far we have 13 MM plus 17.2 MM plus 16.8 MM or 47 MM shares were owned by Gordon during the 1997 to 1998 period.
On Page F-13 it shows two additional transactions involving 25 MM shares, Gordon name is not mentioned, but I believe that in a prior document these two "loans conversions" were to Gordon, thus a total of 72 MM shares. Two things are evident, of the total of about 76 MM shares that TSIG finished last year, between 45 to 69 MM went through Gordon (and other management?) hands. Assuming that the last 25 MM shares were not washed through Gordon, we still have 47 MM shares, but as I mentioned above, before the first of December (grant of 5 MM shares, and the February, 1999, 6.666 MM shares conversion of debt), Gordon could not have had more than 2.333 MM shares, thus you must deduce from these documents that indeed he sold at least 44 MM shares in the 1997 and 1998 time frame. Mind you, 29 MM options were exercised during 1998, thus my 20 MM in 1998 to Gordon.
And by the way, in the last SB-2 I found another 1.25 MM grant of shares to Gordon, see page 16, the comment (n1) then mentions that on December 4 1998, another 5 MM shares were granted, so I assume these 1.25 MM are not part of the 5 MM, but in view of all the other shares, who cares. In summary my statement that "Gordon must have sold in 1998 at least some 20 MM shares into the market", is, IMHO, "evident" from SEC filings.
Zeev
PS, Andrew, go ahead and "shoot the messanger" I did not craft this financial engineering structure, I just report what I read in the most recent SB-2. Others read this too, are you surprised the stock was halved since this document was issued? |
