Lighten up dude....
Besides weren't you satisfied when you got Adam to bite the apple...
Anyway, I 'll retort more of your (purposeful?) inaccuracies and
misconceptions when I'm good and ready..
Note one thing....I'm hesitant to make ad hoc analysis like you until I get further clarification on a number of issues...
Per the agreements I referred you which you said you hadn't read,
what APPEARS to me is that
shares have to be in escrow ready for transfer whether they are conversion shares or not to timely fulfill the terms of these said agreements. Without a ceiling, if these shares aren't converted, they can be used for acquisitions or retired.
One hypothetical construction of this is the following...
95,000,000 mil theoretically OS including shares escrowed.
Escrowed shares
26,000,000 mil escrowed for Gordon loan
17,000,000 mil escrowed for 1st part of PP taken
20,000,000 mil escrowed of 49,000,000 required for 2nd part
for which the full amount can't be done until the authorization of share holders.
Note conversion shares can be converted at any time but are restricted until the effective date...
Thus "real float"
95,000,000 - 63,000,000 (escrowed or restricted converted in part)-
over 14,000,000 (restricted holdings of officers, et cetera w. Gordon owning 14 mill himself.
Thus "real float"
95,000,000
-63,000,000
-14,000,000
------------
16,000,000 million shares...
Again I have been very hesitant because I don't wish to represent something that I can't say definitely and the above scenario
is based on certain favorable and unfavorable assumptions and my
not thorough review of the 45 pages of the debenture and registration agreements and the additional registration statement.
AGAIN THIS ABOVE IS A SCENARIO or ONE scenario..I do not want any one to come to any conclusion or decision based upon this presentation alone or any others I have made. I am NOT qualified to make any such presentation.
Now I am not opposed to contrary points of view, but I do take issue with people who present flippant ad hoc analysis under the pretense of benevolent concern while incredulously admitting that they haven't read the actual agreement.
In addition, I make no pretense about my qualifications to present a cogent argument.
In a recent response to Ken the building contractor AKA DD, I stated I was getting others to help review the documents. No qualified investor would look at these and base his decision to invest on a flippant reading w/o counsel. No vc firm would not have a team of people who are either quantitative or qualitative people.
In a Private message I to AndyH (see below), I noted whose help I may seek in addition to or in place of my attorneys.
Below is a copy of that Private Message.
I personally find all your actions and participation's highly circumspect.
Regarding improprieties, the ones that are the most blatant are those regarding past and present participants on this thread.
If you were more perceptive, I have even been very critical of the most "ardent bull". Thought you'd especially be aware of confidence men on their bellies, so maybe you are just blinded by your arrogance instead.
Sincerely,
ztect
============
Private Message
To: Andrew H (who wrote...)
From: ztect Saturday, May 29 1999 10:36PM ET
I am reading the 45 page part first....
Lots of stipulations and references to Regs and jargon.
I trying to meet with two people who can wade through the content with me.
One Mark Rxxx is a financial whiz who hired me as a consultant
for a Venture Capital firm I provided services for.
Another is one of my best friends who's a Wharton grad and helps to
structure these kinds of agreements and does a lot of large real estate deals....including a couple over $100 mill..
In addition I want to talk to my cousin about the ramifications of certain provisions and improprieties since my cousin has worked as an expert witness for the SEC..
It is the holiday weekend. These people are extremely busy and don't get time to spend with their families. Mark is also very involved in Sam Katz's Mayoral campaign in Philadelphia (Do a document internet search on Sam, see what you find). Unlike Zeev they wouldn't risk their credibility, and reputations participating in any capacity on these threads.
So dumping 45 plus and additional agreements on them as a favor to help me out really isn't an easy imposition to make. Nor would they give me any review without comprehensive analysis.
I have not been able yet to contact the two above whose home numbers I have. Again it is a holiday weekend.
IMO DD's sole intent is to manipulate.
Sincerely,
ztect
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