To: Smear_campaign who wrote (16326 ) 11/4/1999 9:27:00 PM From: wl9839 Respond to of 30916
My $.02 on the new S-1: 1) I think the filing of the S-1 is a great event for both NTOP and IDTC. NTOP needs capital to grow its business, infrastructure and strategic alliances. Bank borrowings would be too expensive and the terms too onerous for a company as new as NTOP. Equity raised at premium prices is great. 2) Although investors who think low float gives a stock an intrinsic value, I do not so believe. I think greater liquidity for NTOP will eventually attract more long term investors (like funds) and make the stock a more valuable currency. Further, this offering will provide better grounding for the market's valuing of NTOP. 3) Although IDTC will retain voting control of NTOP after the offering, this is a significant step towards a hopeful eventual passage of control of NTOP into unaffiliated stockholders hands. 4) For IDTC, $100 million (plus?) would give the Company a lot of capital to start new initiatives that could be grown into successful spin offs or be used to eliminate bank debt. 5) The filing of an S-1 in my opinion very much justifies and explains fully the silence of the Companies over the last few weeks-NTOP could not comment due to imminent filing and IDTC as controlling shareholder should, as a conservative measure, follow this non-disclosure policy. This is reinforced by the Terra Network filing as I am sure if more is brewing with TEF, IDTC does not want to appear in any way as jepoardizing the offering with any action that could be alleged as gun jumping in nature. 6) The new initiatives with Priceline, ATT Network and others are exciting and will provide endless opportunities for speculation and personal attacks on the Yahoo board (LOL). For those who care-I would like to put to bed a myth seeming to be created on the Yahoo Board-i.e. that there is possibly a corporate investor who has or will buy the deal at $53.25. First, under SEC rules a registrant (NTOP) has to pay a fee based on the value of the offering-for an IPO this is the underwriter's estimated range, for a publicly traded company, it is the average price of the shares as traded a date near the filing, in our case an average trading value of $53.25 on 11/1/99. Secondly and more importantly, if NTOP has agreed to sell any shares or set aside any shares in the offering, this must be disclosed-something I have not seen in the S-1. Refer back to NTOP's S-1 for the IPO where it was laid out in great detail who got shares at the offering price etc. As I said above, items 1-6 are IMHO (so feel free to heap abuse upon me). However, the preceding para on CI is a fact jack! NTOP would not be precluded from entering into such an arrangement with a CI, but it will have to be disclosed prior to going effective. Regards, WJ