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Strategies & Market Trends : Roger's 1998 Short Picks -- Ignore unavailable to you. Want to Upgrade?

To: Druss who wrote (18284)	8/3/1999 1:52:00 AM
From: BDR	Respond to of 18691

BRILLIANT DIGITAL ENTERTAINMENT INC has filed a Form SB-2/A with the United States Securities and Exchange Commission. Click on the following hyperlink to view this filing: freeedgar.com But David told me the $6 million debenture would never be needed. Why file if it is moot? (g) Message 10451302 "The $6 mill was a potential credit line if they needed it. Furthermore, it was set up as an unusual form of debenture, according to the CEO. If they had used it then the holder would provide credit and be given stock at a discount to the price at the time the credit was drawn . However, that is a moot point since the company raised enough capital through the group of 7 investors to make the debentures unnecessary." From the SB-2A: This prospectus may be used only in connection with the resale by St. Annes Investments, Ltd. or its assigns and Trinity Capital Advisors, Inc. of shares of the common stock of BRILLIANT DIGITAL ENTERTAINMENT as follows: o Up to 2,000,000 shares of common stock that may be issued by us to St. Annes under a securities purchase agreement; and o Up to 40,000 shares of common stock that may be issued by us to Trinity as a financial advisory fee under the securities purchase agreement. We will issue the shares of common stock to St. Annes at a discount to the then current Market Price of the common stock, as defined in the securities purchase agreement, as follows: o If the Market Price is $4.00 or less, then the price for the shares shall be 86% of the Market Price; and o If the Market Price is greater than $4.00, then the price shall be 88% of the Market Price. The shares of common stock offered hereby may be resold from time to time by St. Annes and Trinity. We will not receive any of the proceeds from the sale of the shares by these selling stockholders.... ........... ABOUT THE OFFERING We entered into a securities purchase agreement with St. Annes on March 29, 1999. This agreement entitles us to sell, from time to time during the three-year term of the agreement, up to $6,000,000 of our common stock to St. Annes. Under the agreement, we have: o Filed a registration statement with respect to 2,000,000 shares of common stock that we may sell from time to time to St. Annes or its assigns under the securities purchase agreement, which St. Annes or its assigns may offer to resell to the public using this prospectus; o Agreed to pay to our financial advisor, Trinity Capital Advisors a financial advisory fee in cash equal to 3% of the purchase price of the shares of common stock that are issued and sold to St. Annes or its assigns at each closing under the securities purchase agreement; and o Agreed to issue to Trinity shares of common stock having an aggregate market price equal to 2% of the purchase price of the shares of common stock that are issued and sold to St. Annes or its assigns at each closing under the securities purchase agreement. 40,000 of the shares issuable to Trinity were included in the registration statement and may be offered for sale by Trinity to the public using this prospectus. The total outstanding shares identified below do not include the following shares that will dilute your investment if and when they are issued: o shares of common stock issuable to the selling stockholders under the securities purchase agreement; o approximately 757,000 shares of common stock issuable in connection with our acquisition of The Auction Channel; o 2,492,625 shares of common stock issuable upon exercise of options granted or available for future grant under our 1996 Stock Option Plan; and o 840,262 shares of common stock issuable upon exercise of outstanding warrants.... .......... Total Shares outstanding as of July 22, 1999....... 11,756,781 Shares.