Thanks for the post,, here is what i found filed on PHCM
<SEC-DOCUMENT>0000891618-99-001220.txt : 19990330
<SEC-HEADER>0000891618-99-001220.hdr.sgml : 19990330
ACCESSION NUMBER: 0000891618-99-001220
CONFORMED SUBMISSION TYPE: S-1
PUBLIC DOCUMENT COUNT: 18
FILED AS OF DATE: 19990329
<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 29, 1999
REGISTRATION NO. 333-
SHARES ELIGIBLE FOR FUTURE SALE
Prior to this offering, there has been no public market for our common
stock. We cannot provide any assurances that a significant public market for the
common stock will develop or be sustained after this offering. Future sales of
substantial amounts of our common stock in the public market, or the possibility
of such sales occurring, could adversely affect prevailing market prices for our
common stock or our future ability to raise capital through an offering of
equity securities.
Upon completion of this offering, we will have outstanding shares of
common stock. Of these shares, the shares to be sold in this offering
( shares if the underwriters' over-allotment option is exercised in full)
will be freely tradable in the public market without restriction under the
Securities Act, unless such shares are held by "affiliates" of Unwired Planet,
as that term is defined in Rule 144 under the Securities Act.
The remaining 26,474,055 shares outstanding upon completion of this
offering will be "restricted securities" as that term is defined under Rule 144.
We issued and sold these restricted securities in private transactions in
reliance on exemptions from registration under the Securities Act. Restricted
securities may be sold in the public market only if they are registered or if
they qualify for an exemption from registration under Rule 144 or Rule 701 under
the Securities Act, as summarized below.
Pursuant to certain "lock-up" agreements, all the executive officers,
directors and certain stockholders of Unwired Planet, who collectively hold an
aggregate of 26,474,055 these restricted securities, have agreed not to offer,
sell, contract to sell, grant any option to purchase or otherwise dispose of any
such shares( for a period of 180 days from the date of this prospectus.) We also
have entered into an agreement with the underwriters that we will not offer,
sell or otherwise dispose of common stock for a period of 180 days from the date
of this prospectus. However, Credit Suisse First Boston Corporation may in its
sole discretion, at any time without notice, release all or any portion of the
shares subject to lock-up agreements.
On the date of the expiration of the lock-up agreements, 18,111,259
restricted securities will be eligible for immediate sale (of which 11,768,289
shares will be subject to certain volume, manner of sale and other limitations
under Rule 144). The remaining 8,362,796 shares will be eligible for sale
pursuant to Rule 144 on the expiration of various one-year holding periods over
the six months following the expiration of the lock-up period.
Following the expiration of such lock-up periods, certain shares issued
upon exercise of options we granted prior to the date of this prospectus will
also be available for sale in the public market
69
<PAGE> 71
pursuant to Rule 701 under the Securities Act. Rule 701 permits resales of such
shares in reliance upon Rule 144 under the Securities Act but without compliance
with certain restrictions, including the holding-period requirement, imposed
under Rule 144. "In general, under Rule 144, as in effect at the closing of this
offering", beginning 90 days after the date of this prospectus, a person (or
persons whose shares of Unwired Planet are aggregated) who has beneficially
owned restricted securities for at least one year (including the holding period
of any prior owner who is not an affiliate of Unwired Planet) would be entitled
to sell, within any three-month period, a number of shares that does not exceed
the greater of (1) 1% of the then-outstanding shares of common stock or (2) the
average weekly trading volume of the common stock during the four calendar weeks
preceding the filing of a Form 144 with respect to such sale. Sales under Rule
144 are also subject to certain manner of sale and notice requirements and to
the availability of current public information about Unwired Planet. Under Rule
144(k), a person who is not deemed to have been an affiliate of Unwired Planet
at any time during the 90 days preceding a sale and who has beneficially owned
the shares proposed to be sold for at least two years (including the holding
period of any prior owner who is not an affiliate of Unwired Planet) is entitled
to sell such shares without complying with the manner of sale, public
information, volume limitation or notice provisions of Rule 144.
We intend to file, after the effective date of this offering, a
Registration Statement on Form S-8 to register approximately shares of
common stock reserved for issuance under the 1995 Stock Plan, the 1996 Stock
Plan and the 1999 Directors' Stock Option Plan. The Registration Statement will
become effective automatically upon filing. Shares issued under the foregoing
stock and option plans, after the filing of a registration statement on Form
S-8, may be sold in the open market, subject, in the case of certain holders, to
the Rule 144 limitations applicable to affiliates, the above-referenced lock-up
agreements and vesting restrictions imposed by us.
In addition, following this offering, the holders of 20,174,170 shares of
outstanding common stock will, under certain circumstances, have rights to
require us to register their shares for future sale. See "Description of Capital
Stock -- Registration Rights of Certain Holders."
por supuesto de acuerdo, en absoluto
never say never |
