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Technology Stocks : WAVX Anyone? -- Ignore unavailable to you. Want to Upgrade?

To: Craig Sutton who wrote (7615)	6/29/1999 4:46:00 PM
From: 24601	Read Replies (1) \| Respond to of 11417

Extract from new form S-1/A ================================================= "The Registrant is hereby amending this Registration Statement on Form S-1 (Registration No. 333-76103) solely to revise the subsection entitled "Recent Developments" included in the "Business" section, on page 33 of the Prospectus, immediately before the "Employees" subsection. ********* "RECENT DEVELOPMENT "As part of our strategy to accelerate the widespread use of a flexible and comprehensive security solution for personal computers and other consumer electronic devices, we announced on June 14, 1999 that we signed a preliminary, non-binding letter of intent to acquire NAble Technologies Incorporated. NAble is a developer of hardware security solutions based in Danvers, Massachusetts. Under the terms of the letter of intent, we would acquire NAble in a tax-free pooling of interests transaction by merging NAble with one of our subsidiaries. Based on our current stock price, we would issue, or reserve for issuance, approximately 2,500,000 shares of our Class A common stock (which would represent an increase of approximately 7.2% in the number of shares of Class A common stock outstanding) in exchange for, or for issuance upon conversion of, outstanding shares of NAble capital stock and convertible securities. "This proposed transaction is subject to a variety of conditions, including: "--- definitive documentation satisfactory to both us and NAble (only preliminary drafts of which have been distributed between the parties, as of the date of this Prospectus); "--- qualification of the proposed transaction as a tax-free pooling of interests transaction(as of the date of this Prospectus, our legal and accounting experts are unable to provide us with any assurance that this qualification is possible, much less probable); "--- satisfactory results from our legal, accounting and business due diligence (as of the date of this Prospectus, we have not undertaken or completed substantial portions of our due diligence); "--- the execution of arrangements with employees satisfactory to us; and "--- approval by the boards of directors of both parties, and shareholder approval by NAble. Because price negotiations are continuing, we are unable to evaluate whether the Board or stockholders of NAble will approve this transaction. Our own Board of Directors is also continuing to evaluate the information provided by our legal and accounting experts with regard to the risks and benefits of this transaction. No meetings to seek such board or shareholder approval have been scheduled. "In addition, the preliminary letter does not have any provisions requiring the payment of a fee by either party thereto, should this proposed transaction not occur. After a thorough review of the facts and conditions surrounding this proposed transaction, and because of the significant amount of additional due diligence, legal and accounting analysis, and document and price negotiation that must be completed prior to entering into any commitments to complete this transaction, we have reached the conclusion that the financial statements of NAble are not necessary at this time for an investor to make an investment decision with respect to Wave common stock. The importance of our due diligence review of materials provided by NAble is especially highlighted, as we have not had any commercial dealing with NAble prior to May 1999, and because NAble is a development stage company with no historical track record of significant revenues or earnings. We have reviewed the facts regarding the proposed transaction, and we do not deem this transaction to be "probable" within the meaning of applicable rules of the Securities and Exchange Commission, again for the reasons stated above." ================================================= Best wishes.