Silicon Investor (SI) -- The First Internet Community

STOCKTALK

We've detected that you're using an ad content blocking browser plug-in or feature. Ads provide a critical source of revenue to the continued operation of Silicon Investor. We ask that you disable ad blocking while on Silicon Investor in the best interests of our community. If you are not using an ad blocker but are still receiving this message, make sure your browser's tracking protection is set to the 'standard' level.

Technology Stocks : SPAZ the next generation in 3D sound -- Ignore unavailable to you. Want to Upgrade?

To: Jim who wrote (4)	8/4/1999 3:53:00 PM
From: GERBER	Respond to of 6

Jim From RB

To: Jim who wrote (4)	8/5/1999 10:58:00 AM
From: GERBER	Respond to of 6

SPAZ From RB Z/ O/S minus Float = Escrowed Common Shares: This is from 1998 10-K and probably appears in the 10-Qs as well. 5.776MM common shares must be withheld from becoming floatable per agreement stated below. Note the time schedule for release highlighted below. This does not mean (imo) that these shares were sold, just that they become saleable and therefore floatable. (I think escrowed shares are owned by specific corporate insiders who then must file S-3, form 144, S-4 etc were they to make them available for sale on open market--SEC does protect the investor regarding "insider" sales). ESCROWED PERFORMANCE SHARES In December 1996, the Company accepted the terms outlined by the British Columbia Securities Commissions ("BCSC") for the release of the Company's 5,776,700 escrowed "Performance Shares" from Canadian Escrow into a new escrow arrangement with the Company. The overall modification was approved by the Company's shareholders in August 1996. Under the revised arrangement, the performance shares will be released automatically as follows: 10% on June 22, 1999; 20% on June 22, 2000; 30% on June 22, 2001; and 30% on June 22, 2002. In addition to the automatic releases, performance shares can be released based on the cash flow release criteria contained in the original June 22, 1992 escrow agreement although, to maintain a stable market in the Company's stock, in any year not more than 30% of the shares will be released, based on the cash flow criteria. Under the revised escrow arrangement, the performance shares will vest provided the individual has not voluntarily terminated his/her relationship with the Company prior to applicable vesting dates. Based on the revised escrow arrangement, which primarily converts the escrow shares release from performance criteria to a time-based criteria, the Company recorded as compensation expense the excess of the fair market value of the 5,776,700 performance shares on the date the Company accepted the terms of the new escrow arrangement over the purchase price of such escrow shares. All of the performance shares are included in the issued and outstanding shares for the years ended December 31, 1998, 1997, and 1996. However, the shares were not reflected in the calculation of loss per common share until earned by and released to the holders on December 30, 1996, the date on which the Company and the BCSC accepted and entered into the terms of the current escrowed agreement as discussed above.