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Technology Stocks : COMS & the Ghost of USRX w/ other STUFF -- Ignore unavailable to you. Want to Upgrade?


To: David Lawrence who wrote (20162)2/29/2000 11:19:00 AM
From: jhild  Read Replies (1) | Respond to of 22053
 
Of course there will be a discount on PALM future value as it reflects itself in COMS current price. How big is certainly a fair question though. The date of record for the distribution is an important date. I haven't seen that mentioned exactly as it seems not to be set according to yesterday's PALM filing. Only the distributed by Dec 1 date seems to be mentioned. Has there been a commitment to a specific date elsewhere?

I do see a restriction that they have placed on the sale of their shares from yesterday's S-1/A:
The shares of our common stock held by 3Com before distribution and the shares of our common stock purchased in the America Online, Motorola and Nokia private placements are deemed "restricted securities" as defined in Rule 144, and may not be sold other than through registration under the Securities Act or under an exemption from registration, such as the one provided by Rule 144. 3Com, our directors and officers and we have agreed not to offer or sell any shares of our common stock, subject to exceptions, for a period of 180 days after the date of this prospectus, without the prior written consent of the underwriters. America Online, Motorola and Nokia have agreed with Palm not to dispose of or hedge any of their common stock during the period from the date of this prospectus continuing through the date 180 days after the date of this prospectus.

Then there is this discussion about the distribution:
The Distribution. 3Com intends to, following consummation of this offering, distribute by December 1, 2000 the remaining shares of our common stock that 3Com holds to 3Com stockholders on a pro rata basis. We will prepare an information statement with 3Com and send it to 3Com stockholders before the distribution becomes effective. The information statement will inform the stockholders of the distribution and its specifics. 3Com may, in its sole discretion, change the distribution date. 3Com intends to consummate the distribution only if the following conditions are met, any of which may be waived by 3Com:

. the Internal Revenue Service must issue a ruling that the distribution of Palm common stock will be tax-free to 3Com stockholders and that the transaction will qualify as a reorganization for United States federal income tax purposes;

. all required government approvals must be in effect;

. no legal restraints must exist preventing this distribution; and

. nothing must have happened in the intervening time between this offering and the distribution that makes the distribution harmful to 3Com or its stockholders.