Rande ... stick to your guns son... Follow your own teachings ... do NOT do what I did. Please do not ignore the filings and the information contained there in. This postponment of the shareholder meeting is causing massive flags to go off.
The SEC has approved the proxy statement and May 5 was the date. Now I am unfamiliar with the time restrictions of a Delaware corporation but I believe it is 10-60 days ... ANyway I read the 14A and got a real eye opener!!!
This is the amount fo shares NOT included in the proxy that has no voting and the insides have enough holdings to vote the items of the shareholder meeting through as of the record date.
Again look at the consolidated dilution....
(3) Does not include 35,303,418 shares of Common Stock issuable upon the
conversion (any time two years from issuance) of 5,883,903 shares of Series E
Stock outstanding.
(4) Does not include 150,000 shares of Common Stock issuable upon the
conversion (any time two years from issuance) of 25,000 shares of Series E Stock
issued as a bonus in March 1998. The shares of Series E Stock vested 100% on
April 1, 1999.
(5) Mr. Rashbaum, the Company's Chairman of the Board, is also the
president and the sole director of Breaking Waves, Inc. ("BWI") which is a
wholly-owned subsidiary of Hollywood Productions, Inc. ("Hollywood"). Mr.
Rashbaum is also the president and a director of Hollywood.
(6) Represents those shares underlying an option which have vested. An
additional 10,000 shares underlying such option shall vest on July 1, 1999, and
the final 10,000 shares underlying such option shall vest on July 1, 2000.
(7) Does not include 1,950,000 shares of Common Stock issuable upon the
conversion (any time two years from issuance) of 325,000 shares of Series E
Stock. The president of United Textiles & Toys Corp. ("UTTC"), a publicly traded
company which is the Company's controlling shareholder, is Ilan Arbel who is
also the president, chief executive officer, and a director of Multimedia
Concepts International, Inc. ("MMCI"), a publicly traded company which is the
parent company of UTTC (owning 78.5% of same). MMCI is owned 62.2% by U.S.
Stores Corp., a company of which Mr. Arbel is the president and a director. U.S.
Stores Corp. is owned 100% by American Telecom PLC, a British corporation. By
virtue of its ownership of UTTC, MMCI may be deemed a beneficial holder of the
Company's common stock held by UTTC.
(8) Does not include 4,818,420 shares of Common Stock issuable upon the
conversion (any time two years from issuance) of 803,070 shares of Series E
Stock.
(9) Does not include 9,199,998 shares of Common Stock issuable upon the
conversion (any time two years from issuance) of 1,533,333 shares of Series E
Stock.
(10) Does not include 7,035,000 shares of Common Stock issuable upon the
conversion (any time two years from issuance) of 1,172,500 shares of Series E
Stock.
(11) Does not include 4,500,000 shares of Common Stock issuable upon the
conversion (any time two years from issuance) of 750,000 shares of Series E
Stock.dilution...
Rande, you are one of the good guys and I hate to see you take a hit on this one. Heck most stock have a problem when they merely issue consultants shares to get the image of the company noticed. This one is unbelieveable ... the authorized is already issued and they need MORE!
Please stick to you guns... BE careful cause at anytime this dilution stock can come in and destroy you.
When that 150K block went off and NITE was on the ask and NITE does not have personal account and is merely a clearing house that should have sent off a flag something was wrong. I am not naysaying the stock cause all this is public information which all investors should know about already except for the 1.4M 13D which came in Friday. NEVER believe the story. If they can get the shareholder meeting messed up they can pass even more authorize shares and go on selling shares for dilution just on inside vote as of the shareholder of record date. Another words if you bought after April 22 you have no vote....
PLEAE BE CAREFUL!!!
:-)
GB |
