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To: telephonics who wrote (935)	6/7/1999 9:33:00 PM
From: dumbmoney	Read Replies (1) \| Respond to of 994

I noticed the underwriter fee has increased to $2.4 million, or 16% of the offering. About $6 million will be spent immediately to satisfy debts. So this $15 million offering only brings in about $6.6 million, net. What a waste.

To: telephonics who wrote (935)	6/7/1999 11:20:00 PM
From: Q.	Read Replies (2) \| Respond to of 994

I read the new filings. The units are as you described: 3 shares of common plus 2 warrants, which exercise at $4. The latter can be called at $8, so that is likely to provide a ceiling on the stock price at $8. By increasing the number of shares and warrants in a unit, the main effect is simply to dilute the existing shareholders further. Something I didn't know about before: they must get their net tangible assets (essentially the same thing as net shareholders equity) up to $9 M before the end of June in order to remain listed on the Nasdaq Small Cap Market. I thought they only needed about $1 M. Presently they have a deficit of ($2.45 M) for the shareholders equity, so they absolutely must net at least $11.45 M in this offering, after underwriters fees, or they will not remain listed. So that's something to look for, if the secondary comes off this week, as you have predicted Telephonics. One thing I didn't understand was the meaning of the filing for a withdrawal of an old registration from 1997/98. Apparently some, but not all, of the selling shareholders sold under that registration, but now they can't. I didn't look to see how many shares it was for, and who the sellers were. Does anybody know about that, and what these sellers will be entitled to do now, instead? I also noticed a section of the new SB-2/a that had a list of selling shareholders, including some like AG that I assume are from an earlier toxic convertible. It wasn't clear to me whether they are selling their shares as part of the secondary offering, or whether they are merely getting their shares registered to sell in the open market, or what the deal is with them.