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Strategies & Market Trends : Floorless Preferred Stock/Debenture -- Ignore unavailable to you. Want to Upgrade?


To: Larry Brubaker who wrote (975)9/21/1999 1:24:00 AM
From: P314159d  Respond to of 1438
 
If I had a bunch to short I would follow you with a start at 9.

But I got caught up in some large shorts and want the nimble trade on the Nets. I am only looking at about $10K and figure i can get started tomorrow if need be.



To: Larry Brubaker who wrote (975)9/27/1999 7:45:00 PM
From: xcr600  Read Replies (1) | Respond to of 1438
 
Webb just filed an S-3 for 1.13mln shares. I smell dilution! Here is a linkMax offering price $11.63

freeedgar.com

Here is the excerpt mentioning the floorless

The common stock issuable upon conversion of our convertible notes may
significantly increase the supply of our common stock in the public market,
which may cause our stock price to decline. On August 25, 1999, we issued
$5,000,000 aggregate principal amount of convertible notes and a warrant to
purchase 136,519 shares of Common Stock.

The convertible notes will become convertible on December 23, 1999, if not
redeemed earlier, into a number of shares of common stock as is determined by
dividing the principal amount of the convertible notes by the lesser of:

. a fixed conversion price which is initially $11.44 per share, but will
be increased under the terms of the convertible notes; and

. the floating market price of our common stock at the time of
conversion.

The number of shares of common stock that may ultimately be issued upon
conversion is presently indeterminable and could fluctuate significantly.
Purchasers of common stock could therefore experience substantial dilution upon
conversion of the convertible notes. To illustrate the potential dilution that
may occur upon conversion of the convertible notes, the following table sets
forth the number of shares of common stock that would be issued upon conversion
of the convertible notes if the conversion price is $11.44, which is the initial
conversion price, and also if the conversion price is $9.00 and $7.00 per share.



Conversion Price Shares issuable upon conversion(1) Percentage(2)
---------------- ---------------------------------- --------------

$11.44 (the initial conversion price) 441,134 5.8%
$9.00 560,731 7.6%
$7.00 720,939 9.4%

[snip]

The shares of common stock included in the table below represent a good
faith estimate of the number of shares of common stock that will become
issuable upon conversion of the convertible notes. Under the registration rights
agreement, we are required to register for resale by the selling shareholder
1,129,568 shares of our common stock. This amount is based upon:

. The number of shares convertible from the convertible notes and
exercisable with respect to the warrants, and
. The increased number of shares issuable with respect to the
convertible notes if the conversion price declines.