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

To: Martin E. Frankel who wrote (39985)	3/4/2000 4:50:00 PM
From: Ditchdigger	Read Replies (2) \| Respond to of 44908

Hi Marty, do you expect this restructuring to be similar to the last one Gordon did? First you regret to inform shareholders that ""When delivered, the Shares will constitute valid and legally issued shares of Acquiror, fully-paid and nonassessable. By the Closing Date and before issuance of the Shares, the Acquiror will effect a reverse split of its outstanding shares such that the issued and outstanding common shares of Acquiror shall be reduced from 10,801,000 to no more than 750,000. " (aprox. 1:14 reverse) And then you tell them that "Acquiree has one class of common stock, of which all outstanding shares have been duly authorized, validly issued and are fully paid and nonassessable with no personal liability attaching to the ownership thereof. Acquiree has a formal stock option plan entitled the "1995 Non-Qualified Stock Option Plan of Visitor Services, Inc., as amended" (the "Plan"), which reserves 3,250,000 shares of common stock of Acquiree for issuance directly or pursuant to options issued under the plan, with direct share issuances and options outstanding under the Plan representing approximately 3,161,650 of the shares of common stock of Acquiree reserved under the Plan as of this date and the Closing Date.(here is the best part) It is contemplated that after the Closing, all convertible notes of Acquiree and all options issued and issuable under the Plan will be convertible into shares of common stock of Acquiror. Guess everyone didn't have to endure the reverse split,effectively, instead of 3.2 million options they ended up with more than 14 times that many, when compared to common shareholders,who had to bare the burden of the split<vbg>-which leads me to wonder what will happen to the last 60mm options filed for, or any remaining options, if there are any left..