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Technology Stocks : USWC-U.S.Wireless -- Ignore unavailable to you. Want to Upgrade?

To: Sir Auric Goldfinger who wrote (108)	2/20/2000 8:47:00 AM
From: RockyBalboa	Read Replies (1) \| Respond to of 136

None mentioned. edgar-online.com The Agent in the most recent (re-)offering (from Sept 22) was MSDW. >>>>>>>>> SELLING SECURITYHOLDERS This Prospectus covers the sale of up to an aggregate of 2,000,000 shares of Common Stock of the Company, which shares are issuable upon the exercise options, which are presently vested and exercisable, granted to officers, directors and employees of the Company. The options have been granted in accordance with the Company's compensation programs. The Company has set up an account with Morgan Stanley Dean Witter to enable the simultaneous exercise of the options, in whole or in part by the holders. The Company shall authorize the resale of an aggregate of 2,000,000 shares underlying options granted to officers, directors and employees of the Company, in accordance with a schedule supplied by the Company, providing a breakdown of each individuals vested portion of their granted options. The exercise of the options and resale of shares shall be strictly monitored by the Company and Morgan Stanley Dean Witter. PLAN OF DISTRIBUTION The Company has set up an account with Morgan Stanley Dean Witter to enable the simultaneous exercise of the options, in whole or in part by the holders, and the resale of the shares purchased, whereby, the Company would received the exercise price and the holder the difference between the sale price and exercise price, less a commission. Dean Witter, in accordance with the Company's instructions would also deduct an amount from each sale for income tax purposes, which would be paid to the government on the employees behalf. The Company may in the future engage other brokerage firms to implement this option exercise program. All references to "Agent" shall refer to Morgan Stanley Dean Witter or such other brokerage firm engaged by the Company to facilitate this option exercise program. The Company shall authorize its Agent to resell an aggregate of 2,000,000 shares underlying options granted to officers, directors and employees of the Company, in accordance with a schedule supplied by the Company, providing a breakdown of each individuals vested portion of their granted options. The exercise of the options and resale of shares shall be strictly monitored by the Company. <<<<<<<<<<<<