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Non-Tech : Bill Wexler's Dog Pound -- Ignore unavailable to you. Want to Upgrade?


To: Bill Wexler who wrote (5191)12/2/1999 8:02:00 PM
From: DanZ  Read Replies (2) | Respond to of 10293
 
Now this is really amusing. You call VLNC a stock fraud and then say that they might have mended their ways. Wouldn't it be a good idea to find out if they mended their ways (assuming that your claim is even correct) before you label them a fraud?

CatLady: In reply to your earlier post, there are many successful traders and investors on Silicon Investor. Some of them are ethical and some of them aren't. The Z Portfolio is up about 150% this year and every one of the participants are honest people with good intentions. Many other fine people on SI have excellent track records. We all decide who we want to associate with, but there's more to people's association with Wexler than their belief that he has a good track record. I'm not even convinced that his track record is all that great. Where's the bookkeeping and why does he make it so hard for anyone to see his record? How did the portfolio on the Profits of Doom do? Why isn't he keeping records anymore? So many questions and so few answers.

Here's the latest status on the Z Portfolio Message 12147256 I can see why Bill doesn't want to keep records like this. It would be too easy to see how lousy he is doing overall.



To: Bill Wexler who wrote (5191)12/2/1999 8:10:00 PM
From: Paul A  Read Replies (1) | Respond to of 10293
 
Any thoughts on 'T' Mr Wexler?

COST has turned out to be a thing of beauty and I thank you.. Helped bail me out of a tought situation the other day with ADSP...

From the charts perspective, T would seem to be a good calculated risk to break a new high.. Lots of dead weight but the name is worth its weight in silver at least :)



To: Bill Wexler who wrote (5191)12/2/1999 9:32:00 PM
From: allen menglin chen  Respond to of 10293
 
595,889 shares of Common Stock being offered
$5.87 by Valence. On November 29, 1999

<p>
freedgar.com
<p>

VALENCE TECHNOLOGY INC

Filing Type: 424B5
Description: Prospectus Filed Pursuant to Rule 424
Filing Date: Dec 1, 1999
Period End: N/A

Primary Exchange: NASDAQ - National Market System
Ticker: VLNC



FILED PURSUANT TO RULE 424(B)(5)
FILE NO. 333-76589

PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED MAY 12, 1999)

VALENCE TECHNOLOGY, INC.

595,889 SHARES

COMMON STOCK

The 595,889 shares of Common Stock being offered are all being offered
by Valence. On November 29, 1999, the last reported sale price of the shares of
Common Stock on the Nasdaq National Market was $9.438 per share. The Common
Stock is listed on the Nasdaq National Market under the symbol "VLNC."

Investing in Valence common stock involves a high degree of risk. See
"Risk Factors" beginning on page S-4.

We are offering 595,889 shares of our common stock to an institutional
investor pursuant to this prospectus supplement and the accompanying prospectus.
The common stock will be purchased at a negotiated purchase price of $5.8736 per
share
for a total purchase price of $3,500,000 . The purchase price reflects the
average of recent trading prices of the common stock on the Nasdaq National
Market, net of an 8% discount.

The shares of Valence common stock offered or sold under this
prospectus supplement and prospectus have not been approved by the SEC or any
state securities commission, nor have these organizations determined that this
prospectus supplement or prospectus is accurate or complete. Any representation
to the contrary is a criminal offense.

THE DATE OF THIS PROSPECTUS SUPPLEMENT IS NOVEMBER 29, 1999.

PROSPECTUS SUPPLEMENT SUMMARY

Valence Technology, Inc. was incorporated in Delaware in March 1989
under the name Ultracell, Inc. We changed our name to Valence Technology, Inc.
in March 1992. Our executive offices are currently located at 301 Conestoga Way,
Henderson, Nevada 89015 and the telephone number is (702) 558-1000.

THE OFFERING

Shares offered

We are offering all of the 595,889 shares being offered hereby.

Shares outstanding after this offering

Following this offering, there will be 32,397,958 shares of our common
stock outstanding based upon the number of shares outstanding on November 29,
1999. This number does not include shares that may be issued pursuant to the
exercise of stock options and warrants currently outstanding or which may be
granted under our stock option plans, or upon the conversion of preferred stock
outstanding.


Use of proceeds

For general corporate purposes, including:

- acquiring raw materials and building inventory of finished goods;

- financing capital expenditures; and

- working capital.

RISK FACTORS

AN INVESTMENT IN OUR COMMON STOCK INVOLVES A HIGH DEGREE OF RISK. YOU
SHOULD NOT MAKE AN INVESTMENT IF YOU CANNOT AFFORD THE LOSS OF YOUR ENTIRE
INVESTMENT
. IN ADDITION TO THE OTHER INFORMATION IN THIS PROSPECTUS, YOU SHOULD
CONSIDER CAREFULLY THE FOLLOWING FACTORS IN EVALUATING VALENCE AND ITS BUSINESS
BEFORE PURCHASING ANY SHARES OF OUR COMMON STOCK. WE HAVE AN IMMEDIATE NEED FOR ADDITIONAL CAPITAL

We have an immediate need for additional capital, which if we don't
obtain, would cause us to reduce our developmental efforts and impair our
ability to commercialize our products. At September 26, 1999, we had cash and
cash equivalents of $3,212,000. Subsequent to September 26, 1999 and as of
November 10, 1999, we obtained an additional $3 million of equity financing and
$1.5 million of debt financing from a stockholder. We anticipate that, after
taking into account projected revenues and receipt of funds from other sources,
we will need to raise a minimum of $25 million in either a debt or equity
financing
to fund planned capital expenditures, research and product
development, marketing and general and administrative expenses and to pursue
joint venture opportunities through the remainder of fiscal 2000 and through the
first quarter of fiscal 2001. Our cash requirements,

S-2


however, may vary materially from those now planned because of changes in our
operations, including changes in OEM relationships or market conditions. There
can be no assurance that funds for these purposes, whether from equity or debt
financing agreements with strategic partners or other sources, will be available
on favorable terms, if at all. These factors raise substantial doubts about our
ability to continue as a going concern
. The accompanying financial statements do
not include any adjustments that might result from the outcome of this
uncertainty. The effects of such adjustments, if necessary, could be material.

WE ARE A DEVELOPMENT STAGE COMPANY WITH A LIMITED QUANTITY OF PRODUCTS CURRENTLY
AVAILABLE FOR SALE


We are a development stage company and cannot anticipate when, or if,
we will ever have significant revenues from a product. We have derived our
revenues primarily from a research and development contract with Delphi
Automotive Systems Group, which we completed in May 1998. We presently have
limited quantities of commercially developed and manufactured products available
for sale. These factors raise substantial doubt about our ability to continue as
a going concern. Our financial statements do not include any adjustments that
might result from the outcome of this uncertainty, and such adjustments, if
necessary, could be substantial.

OUR CURRENT AVAILABLE CAPITAL AND FUTURE REVENUES, IF ANY, WILL NOT BE
SUFFICIENT TO MEET OUR FUTURE OPERATING NEEDS


We have generally incurred operating losses since inception in 1989 and
had an accumulated deficit of $171,959,000 as of September 26, 1999. We cannot
assure you that we will ever achieve or sustain significant revenues or
profitability in the future. We have negative working capital and have sustained
recurring losses
related primarily to the research and development and marketing
of our products. We expect to incur significant losses in the future, as we
continue our product development, begin to build inventory and continue our
marketing efforts. We will need to secure additional financing in order to
continue operations past 1999
unless we begin to generate significant operating
revenue. We will have to continue to devote a significant amount of management time to obtaining
financing
.

WE MAY NOT BE ABLE TO OBTAIN ADDITIONAL FINANCING, IN WHICH CASE WE WOULD NEED
TO REDUCE DEVELOPMENTAL EFFORTS AND MAY NOT BE ABLE TO COMMERCIALIZE OUR
PRODUCTS


If we are unable to achieve profitability or we are unable to secure
additional financing on acceptable terms, we will be unable to continue to fund
our operations. We are actively pursuing capital grant advances from the
Northern Ireland Industrial Development Board, and our success in these efforts
depends on our achieving cumulative revenues from the sale of batteries of $4
million. We may not achieve such cumulative revenue over the short-term,
if at
all. Additionally, a lack of capital may require us to license to third parties
rights to commercialize products or technologies that we might otherwise seek to
develop ourselves, and to scale back or eliminate our research and product
development programs. The unavailability of adequate funds would have a material
adverse effect on our business, financial condition, and results of operations.

WE NO LONGER HAVE A COLLABORATIVE PARTNER TO ASSIST US IN DEVELOPMENT OF OUR
BATTERIES, WHICH MAY LIMIT OUR ABILITY TO DEVELOP AND COMMERCIALIZE OUR PRODUCTS


We have received substantially all our revenues to date from a research
and development agreement with Delphi Automotive Systems Group, which we
completed in May 1998. The Delphi agreement was for joint development in the
automotive market. Although we have held discussions with original equipment
manufacturers (OEMs) in the portable consumer electronics and telecommunications
markets about possible strategic relationships as a means to accelerate
introduction of our batteries into these markets, we cannot assure you that we
will be able to enter into any such alliances. The use of alliances for our
development, product design, volume purchase and manufacturing and marketing
expertise can reduce the need for development and use of internal resources.
Further, even if we could collaborate with a desirable partner, there is a
chance that the partnership may not be successful. The success of any strategic alliance that we enter into depends on, among other
things, the general business condition of the partner, its commitment to the
strategic alliance and the skills and experience of its employees.

BECAUSE OUR BATTERIES ARE ONLY SOLD WHEN INCORPORATED INTO OTHER PRODUCTS, WE
WILL NEED TO RELY ON ORIGINAL EQUIPMENT MANUFACTURERS TO COMMERCIALIZE OUR
PRODUCTS


To be successful, our batteries must gain broad market acceptance. In
addition, our success will depend significantly on our ability to meet OEM
customer requirements by developing and introducing on a timely basis new
products and enhanced or modified versions of its existing products. OEMs often
require unique configurations or custom designs for battery systems which must
be developed and integrated in the OEM's product well before the product is
launched by the OEM. Thus, there is often substantial lead-time between the
commencement of design efforts for a customized battery system and the
commencement of volume shipments of the battery system to the OEM (referred to
as the "design in time"). If we are unable to design, develop and introduce
products that meet OEMs' and other customers' exacting requirements on a timely
basis, our business, results of operations and financial condition could be
materially adversely affected
. To determine the requirements of each specific
application, we will be dependent upon OEMs and other intermediaries such as
battery pack designers into whose products our batteries will be incorporated.
There is a possibility that we will not receive adequate assistance from OEMs to
successfully commercialize our products. Furthermore, the perceived safety risks
associated with lithium, an element used in our batteries, may impede acceptance
of our batteries by OEMs or end users.

WE DO NOT YET HAVE THE SALES STAFF, SUPPORT CAPABILITIES AND DISTRIBUTION
CHANNELS TO DISTRIBUTE OUR PRODUCTS ON A COMMERCIAL SCALE


To implement our strategy successfully, we may have to develop a
sizeable sales staff and product support capabilities, as well as third party
and direct distribution channels. We cannot assure you that we will be able to establish
sales and product support capabilities, or be successful in our sales and
marketing efforts.

WE MAY NOT BE ABLE TO COST-EFFECTIVELY MANUFACTURE OUR BATTERIES

To be successful, we must manufacture commercial, high-quality
quantities of our products at competitive costs. We have produced prototype and
production quality products that we believe have performance characteristics
that are suitable for a broad market. However, additional development will be
required to enable us to consistently produce battery systems with these
characteristics. In addition, to achieve broad commercialization of our
products, we will need to reduce manufacturing costs of our battery systems. Our
batteries may not be manufacturable in long-run commercial quantities to the
performance specifications demanded by customers. We must still be able to
competitively manufacture these batteries. Our current manufacturing technology
might need to be more fully developed before we will be able to manufacture our
batteries in commercial quantities. Any failure to achieve acceptable yields of
commercial quality batteries in commercial quantities, and thereby reduce
unit-manufacturing costs, could have a material adverse effect on our business,
results of operations and financial condition.

WE ARE IN THE EARLY STAGE OF MANUFACTURING, AND IF WE ARE UNABLE TO DEVELOP
MANUFACTURING CAPABILITIES IN A COST EFFECTIVE MANNER, WE WILL NOT BE ABLE TO
GENERATE PROFITS; OUR BUSINESS ALSO FACES CERTAIN MANUFACTURING RISKS, POTENTIAL
CAPACITY CONSTRAINTS AND RISKS RELATING TO PROPOSED EXPANSION


To date, we have not manufactured batteries on a commercial scale . Any
failure to achieve acceptable yields of commercial quality batteries in
commercial quantities, and thereby to reduce our unit manufacturing costs, could
have a material adverse effect on our business, results of operations and
financial condition. Until recently, our batteries only have been manufactured
on our pilot manufacturing line, which is able to produce prototype cells in
quantities sufficient to enable customer sampling and testing and product
development. We are currently in
an the early stages of transitioning production to automated high volume production
line that will work with our newest battery technology in our manufacturing
facility in Mallusk, Northern Ireland. The redesign and modification of the
manufacturing facility, including its customized manufacturing equipment, will
continue to require substantial engineering work and expenses and is subject to
significant risks, including risks of cost overruns and significant delays. In
addition, in order to rapidly scale up the manufacturing capacity, we will need
to begin fabrication of a second automated production line before completing
full qualification of the first line. In automating, redesigning and modifying
the manufacturing processes, we have been, and will continue to depend on,
several developers of automated production lines, which have limited experience
in producing equipment for the manufacture of batteries. A key determinant of
our current and future production capacity and profitability is the production
yield of our manufacturing process. The redesign and modification of our
manufacturing facility and the development and implementation of automated
production lines will entail significant risks and will require a substantial
investment of our capital
. As part of our manufacturing ramp-up, we will need to
hire and train a substantial number of new manufacturing workers. The
availability of skilled and unskilled workers in Northern Ireland, the site of
our manufacturing facility, is limited due to a relatively low unemployment
rate. We may not successfully develop improved processes, design required
production equipment, enter into acceptable contracts for the fabrication of
such equipment, obtain timely delivery of such equipment, implement multiple
production lines or successfully operate the Mallusk facility. We may not be
able to successfully automate our production on a timely basis, if at all, and
such automation may not result in greater manufacturing capacity or lower
manufacturing costs than our pilot production line. Customer relationships could
be damaged if we fail to begin volume manufacturing on a timely basis. Such
failure could cause lost opportunities and have a material adverse effect on our
business, results of operations and financial condition.

WE ARE EXPERIENCING DELAYS IN QUALIFYING OUR MANUFACTURING FACILITIES

We have been unable to meet our prior schedules regarding delivery,
installation, de-bugging and qualification of the Northern Ireland facility
production equipment
. As most of the production equipment is being specially
manufactured for us, further problems may develop and cause further delay in our
current schedules. We are improving and bringing many of the manufacturing
processes that we are implementing in this production equipment up to date for
the first time from our laboratory scale prototype work. We may need to further
refine the improved processes, which could cause substantial delays in the
qualification and use of this equipment. Furthermore, if we are able to refine
our process, we may not be able to produce the required amount of qualification
samples to potential customers. From our discussions with potential customers,
we expect that customers will require an extensive qualification period once the
customer receives its first commercial product off a production line
.

WE DEPEND ON OUR SUPPLIERS FOR CERTAIN KEY RAW MATERIALS TO DEVELOP AND
MANUFACTURE OUR BATTERIES


We depend on sole or limited source suppliers for certain key raw
materials used in our products. We generally purchase sole or limited source raw
materials pursuant to purchase orders placed from time to time and have no
long-term contracts or other guaranteed supply arrangements with our sole or
limited source suppliers. Our suppliers may not be able to meet our requirements
relative to specifications and volumes for key raw materials, and we may not be
able to locate alternative sources of supply. We may not be able to purchase raw
materials at an acceptable cost
. In addition, the raw materials which we utilize
must be of a very high quality, and we have at times in the past experienced
delays in product development due to the delivery of nonconforming raw materials
from our suppliers.

OUR RECHARGEABLE BATTERIES MAY NOT BE ABLE TO ACHIEVE OR SUSTAIN MARKET
ACCEPTANCE


To achieve market acceptance, our batteries must offer significant
price and/or performance advantages over other current and potential alternative
battery technologies in a broad range of
applications. Our rechargeable batteries may not be able to achieve or sustain
any such advantages. Even if our rechargeable batteries provide meaningful price
or performance advantages, there is a risk our batteries may not be able to
achieve or maintain market acceptance in any potential market application. The
success of our products also will depend upon the level of market acceptance of
OEMs' and other customers' end products that incorporate our batteries, a
circumstance over which we have little or no control. If our rechargeable
batteries do not achieve and maintain significant price and/or performance
advantages over other technologies and achieve significant and sustained market
acceptance, or if customers' applications which incorporate our products do not
achieve lasting market acceptance, our business, results of operations and
financial condition could be materially adversely affected. If we do manufacture
our batteries in commercial quantities and they fail to perform as expected, our
reputation could be severely damaged, which would have a material adverse effect
on our ability to market our batteries even if the defect were corrected.

THERE HAS BEEN, AND CONTINUES TO BE, A RAPID EVOLUTION OF BATTERY TECHNOLOGIES

The battery industry has experienced, and is expected to continue to
experience, rapid technological change. Various companies are seeking to enhance
traditional battery technologies, such as lead acid and NiCad, and other
companies have recently introduced or are developing rechargeable batteries
based on nickel metal hydride ("NiMH"), lithium and other emerging and potential
technologies. Competing technologies that outperform our batteries could be
developed and successfully introduced and, as a result, there is a risk that our
products may not be able to compete effectively in our targeted market segments.

OUR SUCCESS DEPENDS HEAVILY ON OUR SENIOR MANAGEMENT PERSONNEL AND ON OUR
ABILITY TO ATTRACT AND RETAIN KEY EMPLOYEES

Our business success is highly dependent upon the active participation
of our senior management personnel. We do not have written employment contracts
with any key employees and do not maintain key man life insurance policies for
any of our employees. We believe that our future prosperity will depend in large part on our ability to attract and retain highly skilled
technical, managerial, and marketing personnel who are familiar with and
experienced in the battery industry. Competition for such personnel, in
particular for product development and product implementation personnel, is
intense, and we compete in the market for such personnel against numerous
companies, including larger, more established competitors with significantly
greater financial resources than us. We have at times experienced difficulty in
recruiting qualified personnel, and we cannot be certain that we will be
successful in attracting and retaining skilled personnel. Our inability to
attract and retain other qualified employees could have a material adverse
effect on our business.

OUR COMPETITORS MAY DEVELOP BATTERIES SIMILAR OR SUPERIOR TO OURS OR OTHERWISE
COMPETE MORE SUCCESSFULLY THAN WE DO


Competition in the battery industry is intense. The industry consists
of major domestic and international companies, most of which have financial,
technical, marketing, sales, manufacturing, distribution and other resources
substantially greater than ours
. Although we believe that our batteries will
compete in most segments of the rechargeable battery market, there is a risk
that other companies may develop batteries similar or superior to ours. In
addition, many of these companies have name recognition, established positions
in the market, and long standing relationships with OEMs and other customers.
While these competitors are engaged in significant development work on various
battery systems (including electrochemistries such as NiCad, NiMH and lithium),
we believe that much of this effort is focused on achieving higher energy
densities for low power applications such as portable electronics. One or more
new, higher energy rechargeable battery technologies could be introduced which
could be directly competitive with, or be superior to, our technology. We
believe that our primary competitors are existing suppliers of Lithium Ion,
competing polymer and, in some cases, NiMH batteries. These include Matsushita
Industrial Co., Ltd., Sony, Toshiba, SAFT America, Inc. ("SAFT") and PolyStor
Corp. All of these companies are very large and have substantial resources and
market presence
. We expect that we will compete against manufacturers of other
types of batteries in the targeted application
segments on the basis of performance, cost and ease of recycling, and there is a
risk that we may not be able to compete successfully against manufacturers of
other types of batteries in any of the targeted applications. In addition, in
the rechargeable battery market there are a variety of competing technologies.
The capabilities of many of these competing technologies have improved over the
past year, which has resulted in a customer perception that our technology may
not offer as many advantages as previously anticipated.

WE FACE A RISK THAT OUR PENDING PATENT APPLICATIONS WILL NOT RESULT IN ISSUED
PATENTS AND THAT OUR ISSUED PATENTS WILL NOT PROVIDE PROTECTION AGAINST
COMPETITORS

Our ability to compete successfully will depend on whether we can
protect our proprietary technology and manufacturing processes. We rely on a
combination of patent and trade secret protection, non-disclosure agreements,
and cross-licensing agreements. Nevertheless, such measures may not be adequate
or safeguard the proprietary technology underlying our batteries. In addition,
employees, consultants, and others who participate in the development of our
products may breach their non-disclosure agreements with us, and we may not have
adequate remedies for any such breach. Moreover, notwithstanding our efforts to
protect our intellectual property, our competitors may be able to develop
products that are equal or superior to our products without infringing on any of
our intellectual property rights. In addition, we may not be able to effectively
protect our intellectual property rights in certain countries. If existing or
future patents containing broad claims are upheld by the courts, the holders of
such patents could require companies to obtain licenses. If we are found to be
infringing third party patents, there is a risk that we may not be able to
obtain licenses to such products on reasonable terms, if at all. Our failure to
protect our proprietary technology may materially adversely affect our financial
condition and results of operations. Patent applications in the United States
are maintained in secrecy until patents issue, and since publication of
discoveries in the scientific or patent literature tends to lag behind actual
discoveries by several months, we cannot be certain that we were the first
creator of inventions covered by pending patent applications or
the first to file patent applications on such inventions. Therefore, our pending
patent applications may not result in issued patents and any of our issued
patents may not afford protection against a competitor.

OUR BATTERIES CONTAIN POTENTIALLY DANGEROUS MATERIAL, WHICH COULD EXPOSE US TO
LIABILITY

Battery technologies vary in relative safety as a result of their
differing chemical compositions. In the event of a short circuit or other
physical damage to the battery, a reaction may result with excess heat or a gas
being released and, if not properly released, may be explosive . We have designed
our batteries to avoid this risk, but if we are unsuccessful, we could be
exposed to product liability litigation. In addition, our products will
incorporate potentially dangerous materials, including lithium ions. While these
materials are less reactive than other potentially dangerous materials found in
other types of batteries such as metallic lithium, which is known in its
metallic form to cause explosions and fires if not properly handled, it is
possible that these materials will require special handling. It is possible that
safety problems may develop in the future. We are aware that if the amounts of
active materials in our batteries are not properly balanced and if the
charge/discharge system is not properly managed, a dangerous situation may
result. Other battery manufacturers using technology similar to ours include
special safety circuitry within the battery to prevent such a condition. We
expect that our customers will have to use such circuitry.

WE HAVE NOT COMPLETED SAFETY TESTING OUR BATTERIES AND WILL NOT BE ABLE TO MAKE
COMMERCIAL SALES OF OUR BATTERIES UNTIL WE SUCCESSFULLY COMPLETE SUCH TESTS

We have conducted extensive safety testing of our batteries and are in
the process of submitting batteries to Underwriters Laboratories for
certification. As part of our safety testing program, prototype batteries of
various sizes, designs and chemical formulations are subject to abuse testing,
where the battery is subjected to conditions outside the expected normal
operating conditions of the battery. While some prototype batteries have
survived these tests, others have vented gases containing vaporized solvents and
have caught fire. Such results were generally expected, and until we have
completed testing we cannot make a valid determination as to the conditions in which the battery must be operated. Additionally, each new battery
design requires new safety testing. Therefore, safety problems may develop with
respect to our battery technology that could prevent or delay commercial
introduction.

SAFETY RISKS IN OUR FACILITIES COULD CREATE PRODUCTION DELAYS

We incorporate safety policies designed to minimize safety risks in our
research and development activities and will also do so in our manufacturing
processes. There is a risk, however, that an accident in our facilities will
occur. Any accident, whether with the use of a battery or in our operations,
could result in significant delays or claims for damages resulting from
injuries, which would adversely affect our operations and financial condition.

THE STRICT REGULATORY ENVIRONMENT IN WHICH WE OPERATE MAY DELAY SHIPMENTS AND
IMPOSE ADDITIONAL COSTS ON US

Prior to the commercial introduction of our batteries into a number of
markets, we may need to seek approval of our products by one or more of the
organizations engaged in testing product safety and/or agencies regulating
transportation. There is a risk that such agencies would not permit our
batteries to be shipped or used by the general public, and that changes in
regulations, or in their enforcement, will impose costly requirements or
otherwise impede the transport of lithium. If we are able to obtain such
approvals, they could require significant time and resources from our technical
staff, cause delays in shipments and, if redesign were necessary, result in
further delays in the introduction of our products. Because of the risks
generally associated with the use of lithium, we expect rigorous agency
enforcement. Federal, state and local regulations impose various environmental
and health and safety controls on the storage, use, and disposal of certain
chemicals and metals used in the manufacture of lithium polymer batteries.
Although we believe our activities conform to current environmental regulations,
there is a risk that changes in such environmental regulations will impose
costly equipment or other requirements. Any failure by us to adequately control
the discharge of hazardous wastes could also subject us to future liabilities.

WE ARE INVOLVED IN LAWSUITS THAT COULD NEGATIVELY IMPACT OUR BUSINESS

We are subject to litigation arising from time to time in the course of
our business. We currently have three substantial lawsuits , in which we are
involved. The first is a class action lawsuit by a class of persons who
purchased our common stock between May 7, 1992 and August 10, 1994, alleging
that we violated federal securities laws and seeking unspecified damages
. The
second involves a claim by a manufacturer of one of our pieces of manufacturing
equipment that we owe it approximately $2,500,000 ; in this action, we have filed
a counterclaim against the manufacturer seeking damages to be determined at
trial. The third is a contract claim that we instituted against several parties;
one party has filed a counterclaim against us and third parties claiming damages
of approximately $900,000 based on breach of a contract
, and this matter is
presently stayed pending settlement discussions. Although we believe that we
have meritorious defenses to these suits, if any of them is resolved unfavorably
to us it could have a material adverse effect on our financial condition.

THE FAILURE OF OUR KEY SUPPLIERS AND CUSTOMERS TO BE YEAR 2000 COMPLIANT COULD
NEGATIVELY IMPACT OUR BUSINESS

We use a number of computer software programs and operating systems in
our internal operations, including applications used in financial business
systems and various administration functions. To the extent that these software
applications contain source code that is unable to appropriately interpret the
upcoming calendar year "2000," some level of modification or even possible
replacement of such source code or applications will be necessary. Given our
current information, we currently do not anticipate that such "Year 2000" costs
will have a material impact upon us. We have requested information



To: Bill Wexler who wrote (5191)12/2/1999 9:49:00 PM
From: allen menglin chen  Read Replies (1) | Respond to of 10293
 
Short more VLNC @ 12 today, in additional to the 10 7/8 shorted last week. Hedge w/ a cheap Dec 12.5 call (VHQLV)!
quote.cboe.com



To: Bill Wexler who wrote (5191)12/7/1999 1:26:00 PM
From: Bill Wexler  Read Replies (1) | Respond to of 10293
 
Stopped out of VLNC at 12 1/2. We'll get back to it later....