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Microcap & Penny Stocks : TSIG.com TIGI (formerly TSIG) -- Ignore unavailable to you. Want to Upgrade?


To: Fred Thornell who wrote (39804)2/29/2000 9:05:00 PM
From: ztect  Read Replies (2) | Respond to of 44908
 
News broken down......

TSIG.com, today announced that it has entered
into a letter agreement engaging a prominent New York
based investment banking firm as its exclusive agent for
a private placement financing of up to $40 million.

Deal is UP to $40 mil. Prior PP was for $10 mill of which only $2 mill was taken. $40 mil is a huge amount for
a company of tsig's size and current burn rate. Will tsig continue to keep its growth focused? Is this money going
to be used for expansion into different product lines?
For what period of time is this PP available? The amount
seems to provide funding for an extended period of time. If
tsig's prior b-plan as currently enacted will lead to
profitibility by the 3Q as again optimistically projected
by RG, what is such a large amount required for other than
expansion? Why would any company invest $40 mill if they
didn't thoroughly analyse and believe in the b-model and
its ability to grow ie. expand?


SEC rules prohibit the company from identifying the investment banking firm.

Anyone know the specific rule that prohibits such a disclosure? When Apollo management invested $75 mill in
Rare Medium, Apollo's name was disclosed. I can think of
other similar agreements that weren't finalized before
the PR was released. With INOW, an agreement was stated
and then rescinded. Does the conditional nature of the PP
preclude the release of the "prominent New York
based investment banking firm" until the terms are
finalized? If a prominent name were mentioned and the
deal not consumated, could tsig be held accountable
for associated its name with such a "prominent firm"
to fraudulantly pump the stock price? Everyone should
note the favorable impact that Apollo's $75 mill had on
Rare medium's stock price.


It is contemplated that the proposed private placement
would be for a common stock equity line of credit.

Not preferred stock. Not a convertible debenture.
But common stock. At a premium? At a discount? At what
discount?


The securities will not be registered under the Securities Act

No registration statement for shares? Are these
existing shares? Anyone explain this?


[The securities] may not be offered or sold absent a
registration or an applicable exemption from registration

Shares have to be registered to be sold unless they
are exempt per what provisions? Will this registration
happen as quickly as prior registrations? Will these
shares have any other restrictions on them or be freely
tradable after registration?


The investors would have registration rights.

Other terms of the offering are unknown at this time.

Will terms be spelled out in the 10k or will there
be a separate filing to explain the terms? Apparently
terms should be much better, but until revealed who
really knows how good this arrangement is? Could the "firm"
make money on their equity even if the stock price goes
down like the prior pp if they get their equity at a discount?


..before this financing can be completed, the company
must restructure its existing capitalization
by reducing the number of shares of common stock outstanding.

What does "restructure" mean? Does this mean anything
other than a reverse split to reduce the share count to
get the price per share up to get closer to the NASDAQ
listing threshhold of $4.00 per share? A NASDAQ listing
with the capital investment would be a good thing and lead
to investment by funds and institutions. The "prominent
firm" may love the idea but dislike the OTC listing and the
lack of institutional interest from this OTC listing.
Tsig obviously doesn't have the capital for a buy back, nor
would a buy back be the best use of funds. Could
"restructuring" of existing capitalization to reduce shares
also portent a spin off of the My Card component from
the teleservice company. If my card were spun off, what-
if any- intrinsic value would be left over for the
teleservice component? The recent spin off of ELOY from
its parent TSCC may or may not be a pertinent example. The prior PR noting the selling of "specific assistive telecom
technology and equipment" may or may not signify a different
path or direction for the teleservice company which
recognized an underserved segment of the population and
is congruous with supporting the the mycard division while
benifitting directly from the new management's prior
connections and expertise carried over from their
former company.


Anyway these are just some thoughts for discussion.

z (spellin' not checked)



To: Fred Thornell who wrote (39804)2/29/2000 9:37:00 PM
From: JRSwails  Read Replies (1) | Respond to of 44908
 
Concerning Financing: There was a company by the name of Gardenridge (GRDG) that recently attained favorable funding and used some of that funding to repurchase their stock. The stock price stayed basically the same without much movement either way. Then a couple of months later another company bought them out and the share price doubled. GRDG did this without resorting to a RS.

I bring this up because TSIG can and very well may use some of the new funding to repurchase some of the stock. They can also repurchase as time and revenues permit. We don't know what the details are at this point in time as to the time frame of repurchase requirements. I'm sure we will have more details at the shareholders meeting.

I personally feel the dreaded RS is not the way to go. TSIG is positioning itself to generate large revenues in the not so distant future. The financial institution that has agreed to fund TSIG with $40M obviously has a lot of faith in the future of the company. I don't think a RS would be in the best interest of ANY of the parties concerned here. The share value will increase as the deals materialize and come to fruition. The more outstanding shares we have at a higher share value would make the company stronger and trade better. If we only have ....say 1/4 the outstanding shares available to be traded, it would seem to me the makings of a very volatile stock price both up and down.

I look forward to what TSIG has in store for us at the shareholders meeting and I would be willing to bet that all these details were worked out before TSIG and the financial institute signed on the dotted line. I also believe whatever they worked out, it will be in the best interest of the shareholder. And being a very large shareholder, I am thrilled to see the necessary funding come through to enable TSIG and their new management team to execute their B-plan.

It is IMHO we can and will go no where else but up from here. All the pieces of the puzzle are just about in place.
We have finally come to the time that we can all say "God it's great to be a TSIG shareholder".

Kudos to Rob Gordon and team.

Well that's it for me tonight. Gotta get up early in the morning. We know we'll see green in the morning....it's already there.

Good night all,
Jerry