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Technology Stocks : OnSale Inc. -- Ignore unavailable to you. Want to Upgrade?

To: polarisnh who wrote (4890)	11/27/1999 10:45:00 AM
From: RockyBalboa	Read Replies (1) \| Respond to of 4903

This is chickanery going on here: Now the corrected version reads: Friday November 26, 4:41 pm Eastern Time CORRECTED-Egghead.com files shelf to sell up to 5 mln shares In WASHINGTON story on Nov. 23 headlined ''Egghead.com files to sell 5 mln shares,'' please correct headline to say ''Egghead.com files shelf to sell up to 5 mln shares.'' (adds the words ''shelf'' and ''up to''). And in the lead paragraph, please delete the words ''in a public offering'' and add ''from time to time.'' (corrects to show it is not a public offering). A corrected story follows. WASHINGTON, Nov 23 (Reuters) - Egghead.com Inc. (NasdaqNM:EGGS - news), the online computer retailer that recently merged with Onsale Inc., filed on Tuesday to offer from time to time up to five million common shares. The shares are being reserved for possible sale to corporate partners and strategic investors, Egghead.com said, adding that the shares are not being offered to the public. In a shelf registration filing with the Securities and Exchange Commission, the company said it plans to add the net proceeds from the offering to its general funds which could be used for working capital to fund operations, including increased operating expenses as it expands marketing, more staff, software development and infrastructure. Egghead.com did not disclose the underwriter for the offering. biz.yahoo.com __________________________ I think this is big humbug. First, they talk an underwritten SPO, then they replace it what I call "leaky" equity issue (whenever the price is good??) again this pressrelease states it does NOT have to do with an option plan here. As DW write earlier the Mgmt. has indicated that. Looks like they can't get through an ordinary underwritten offering? Also, as it is no public offering, it comes close to the various private sales of unregistered common stock, perhaps at a discount (??). To summarize: If I want to "even out" (increase, modify whatever) a Stock Options plan, all I need is to file an S-8/Amendment or new S-8 and check/increase "Authorized Shares" if there is a problem. For an example of an S-8 form (for RRRR) see: sec.gov (this was not effective, a POS AM has been filed later) But if I file a shelf for "up to" 5 Mil shares via S-3, mentioning that they are for placement to partners etc, I don't see an angle to a stock option plan here.

To: polarisnh who wrote (4890)	11/27/1999 11:05:00 AM
From: RockyBalboa	Respond to of 4903

Look at ONSLs (the "surviving" company), now named Egghead's filings: On Nov 16th they filed an S-8 reflecting an employee stock purchase plan (1) and a stock incentive plan (2), altoghether about 1.63MM shares for registration under that plan. sec.gov 1) Represents 289,723 additional shares authorized and reserved for issuance under the Registrant's 1996 Employee Stock Purchase Plan upon the exercise of purchase rights that may be granted under the plan, which amount represents an automatic increase effective January 1, 1999 equal to 1.5% of the total outstanding shares of the Registrant's common stock as of December 31, 1998. (2) Represents (a) 391,610 additional shares authorized and reserved for issuance under the Registrant's 1995 Equity Incentive Plan upon the exercise of stock options that may be granted under the plan, which amount represents an increase effective May 17, 1999 equal to 2.0% of the total outstanding shares of the Registrant's common stock outstanding as of that date, and (b) 950,000 additional shares authorized and reserved for issuance under the plan, as approved by the Registrant's board of directors on September 10, 1999. One week later, on Nov 23rd they filed another S-3 covering the resale of 5 Mil shares. sec.gov Egghead.com, Inc. was formerly known as Onsale, Inc. Egghead's common stock trades on the Nasdaq National Market. Last reported sale price on November 22, 1999: $26.625 Trading symbol: EGGS (formerly ONSL) ______________________ The Offering Under this prospectus, we may offer up to 5,000,000 shares of common stock. We will provide specific terms for the sale of the common stock in supplements to this prospectus. You should read this prospectus and the applicable prospectus supplement carefully before you invest.