Rick, THE GUTS of it URL:( Body must be clicked to read whole thing click on the left, strangly - the URL does remain the same, as RM would probably say, the more things change, the more THEY STAY THE SAME!) Proxy - ha...I don't think a proxy matters. Buy the real playa.
Buy a thousandtenblock of Naxos, and...how to pay for? When -2009, and incentative to work hard, as if others were NOT? Martin and Terry still might be here IF- .033 in ten years. Want my shares too? Gads. Heard any Riverdance lately?
freeedgar.com
ITEM 3. Source and Amount of Funds or Other Consideration
The Reporting Person acquired an option to purchase 3,000,000 shares of
Common Stock pursuant to the authorization of a committee appointed by the Board
of Directors of the Company. The Reporting Person anticipates that if he
exercises all or any portion of such option, he will use personal funds to
acquire the optioned Common Stock, although circumstances may be such at the
time of his exercise that the Reporting Person may elect to borrow or otherwise
procure amounts necessary to exercise such option.
ITEM 4. Purpose of Transaction
In April and May 1999, the Reporting Person sold a total of 399,653
shares of Common Stock on the open market pursuant to the exemption provided for
by Rule 144 under the 1933 Act, for an aggregate net sales price of
approximately $12,228. The Reporting Person undertook these sales transactions
for the purpose of raising proceeds to satisfy certain personal expenses.
In addition, on July 1, 1999, pursuant to the authorization of a
committee appointed by the Board of Directors of the Company, the Reporting
Person was granted an option to purchase 3,000,000 shares of Common Stock. The
per-share exercise price for the optioned shares is $.033. The option is fully
vested, and all 3,000,000 optioned shares may be acquired at any time until the
option's expiration on July 1, 2009. The option was authorized as an incentive
option for the purpose of giving to the Reporting Person the incentive to work
hard as an officer and a director of the Company to promote the success of the
Company's business.
The Reporting Person intends to hold his shares of Common Stock for
investment, and does not have any present plans or proposals which relate to or
would result in any disposition of securities of the Company. Notwithstanding
the preceding sentence, the Reporting Person recognizes the possibility of
future circumstances that might induce him to sell more of his remaining shares
of Common Stock to satisfy future personal expenses.
In addition, notwithstanding the foregoing, the Reporting Person may
determine to change his investment intent with respect to the Company at any
time in the future. In reaching any conclusion as to his future course of
action, the Reporting Person will take into consideration various factors, such
as the Company's business and prospects, other developments concerning the
Company, other business opportunities available to the Reporting Person,
developments with respect to the business of the Reporting Person, and general
economic and stock market conditions, including, but not limited to, the market
price of the Common Stock. The Reporting Person may, depending on other relevant
factors, acquire additional shares of Common Stock in open market or privately
negotiated transactions, dispose of all or a portion of his holdings of shares
of Common Stock or change his intention with respect to any or all of the
matters referred to in this Item.ITEM 5. Interest in Securities of the Issuer
The Reporting Person directly owns 1,502,483 shares of Common Stock
for which he is the beneficial owner. The Reporting Person is also the
beneficial owner of 17,351 shares of Common Stock held by Travis Partnership,
G.P., a general partnership in which the Reporting Person has a 51.67% interest
and a trust for the benefit of the Reporting Person's children has a 15%
interest. Moreover, the Reporting Person is the beneficial owner of stock
options currently exercisable to acquire 3,591,600 shares of Common Stock. (The
Reporting Person holds stock options to acquire 200,000 shares of Common Stock
that are not currently exercisable.) Based on the foregoing, the Reporting
Person acknowledges that he is the beneficial owner of 5,111,434 shares of
Common Stock for which he has sole voting and investment power.
In addition to the above, a trust for the benefit of a child of the
Reporting Person owns 200,000 shares of Common Stock. Pursuant to Rule 13d-3
promulgated under the Act, the Reporting Person may be deemed the beneficial
owner of the shares of Common Stock owned by the aforementioned trusts. However,
the filing of this statement shall not be construed as an admission, for
purposes of Section 13(d) and Regulation 13D-G of the Act nor for any other
purpose or under any other provision of the Act or rules promulgated thereunder,
that the Reporting Person is the beneficial owner of such shares.
Except for the sales of common stock and grant of stock options
described above, the Reporting Person has not effected any transaction in or
with respect to the Common Stock during the past 60 days.ITEM |
