Hey, Woofie. I see yer giving it a game try to seem literate and contemplative.
Oh well, I guess a fumble's better than a forfeit, eh? Time to punt pal, because you're either really dumb, really unprincipled or really trying to piss me off. Score, on all three.
SEC guidelines very kindly mandate a full explanation of currently legislated securities incentive structure when filing an S-8, from which you so hilariously or maliciously misapprehend. Yes, it's verbose, and confusing, and written almost as poorly as many of your posts. But let's take another peek, shall we?
And I quote:
>>>>
As filed with the Securities and Exchange Commission on January 11, 2000 Registration No. 333-_______
SECURITIES AND EXCHANGE COMMISSION, WASHINGTON, D.C. 20549
FORM S-8 - REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
XYBERNAUT CORPORATION (Exact name of registrant as specified in its charter)
1996 OMNIBUS STOCK INCENTIVE PLAN 1997 STOCK INCENTIVE PLAN and 1999 STOCK INCENTIVE PLAN
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The header above, filed, you'll note on JANUARY 11, 2000 introduces a form submitted to declare intent to implement a stock incentive benefit plan. It notes a trading price on the date of filing as: $5.657. It contains no beneficiaries, no smoking guns or allocations, only the boring extensive details of how a plan is to be administered, things like....
>>>>
4. Administration of the Plan. The Plan shall be administered by the Compensation Committee of the Board of Directors of the Company, or by any other committee selected by such Board of Directors by majority vote and composed of
no fewer than two (2) members of such Board of Directors (the "Committee").
Subject to the terms and conditions of the Plan, the Committee shall be authorized and empowered:
(1) To select the key employees to whom Grants may be made;
(2) To determine the number of Common Shares to be covered by any Grant;
(3) To prescribe the terms and conditions of any Grants made under the Plan, and the form(s) and agreement (s) used in connection with such Grants, which shall include agreements governing the granting of Restricted Stock, Stock Options and/or SARS;
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Which brings us to the meat--the necessary follow-on filing, an S-8 Post-Effective Amendment statement, filed on MARCH 31, 2000 which completes the Incentive Plan implementation and essentially lists those individuals the above referenced Compensation Committee believes are worthy of incentive and the number of shares they deserve. It, too, kindly notes the the trading price most concurrent with the PES filing date: $17.25. Note, this is not a one-time deal. Shares can and will be be added or subtracted at any time down the road--year to year, or in extraordinary circumstances--to recongnize some special contribution that Management deems worth reward, again, simply with the appropriate S-8 Post Effective amendment filing.
Still with me Woofy? The S-8 follow on amendment also contains interesting statements such as these regarding insider selling restrictions. Let's read along, shall we?
>>>>>
The shares which will be deemed "restricted securities" may be sold under Rule 144. Rule 144 permits sales of "restricted securities" by any person, whether or not an affiliate of the issuer, after one year. At that time, sales can be made subject to the Rule's volume and other limitations and after two years by non-affiliates without adhering to Rule 144's volume or other limitations. In general, an "affiliate" is a person with the power to manage and direct our policies.
The following list sets forth the stock and options held by officers and directors of the Company. The inclusion of this list in this registration statement allows these individuals to sell shares of stock obtained through the exercise of options at some point in the future. The inclusion of this list does not mean that these individuals intend to sell shares acquired under the exercise of options. All of the persons in this list are restricted in their ability to sell stock by Rule 144 and by the Company's policy and procedures on insider selling, which generally restricts buying or selling of Company stock to defined "open window" periods and only with the permission of the Company's insider trading committee. Further, many of the options listed below are not currently vested. All such individuals must wait until the options are vested, the Rule 144 requirements are met, a defined open window period is in effect and permission of the insider trading committee is granted before shares obtained under an option exercise may be sold.
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[A long table of participants follows, see this URL for the complete filing:http://www.edgar-online.com/auth/edgardoc/DocFrame.pl?doc=A-1013148-0000910680-00-000231&fmt=text&nad=&x=40&y=12]
And yeah, woofy, in that long table would go the stock amounts and the names of XYBR Managers, former VA governor-current US Senate Candidates, esteemed Patent Attorneys, ex-Heads of NASDAQ, retired General/Directors of the Defense Intelligence Agency and other shady characters....If you'll note above woofy, many aren't even vested or eligible to sell their shares and ALL must wait at least a year to try and do so. This MARCH 31, 2000 Form S-8 Amendment just puts them on record as being financially interested in the company and at some future date, entitled and eligible to sell shares in a company they materially control or influence.
Sure, they're insiders. And yes, Rebibo (who's not listed in this newest S-8, I might add) sold some shares recently at $4.90--a substantial boner move some might say given recent higher prices. My bet is he was ducking more stringent selling rules, given his impending insider status. In fact, let's take Rebibo as an example of the Goofs and Nefarious Characters you claim embody this company, shall we?
Ask yourself, if you were privy to inside info, knew this was a "shell company" or a "pump and dump" operation as you maintain, would you A.) Sell your stock for a measly $4.90 a share, way before the "pump" was complete? Or B.) Even more stupidly, merge your nice little software company with 40% gross margins and customers like Boeing with a fly-by-night, "shell company" operation like Xybernaut, thereby pouring your own concrete galoshes and ending your wife's days of charging up a storm at Neiman Marcus and Elizabeth Arden? Doubtful.
So, woofy, let's see what we have here. Judging from the 2 1/2 months they waited from S-8 intitial filing to the S-8 Amended filing, I'd say these guys are in no hurry to cash out and book their flights to Argentina. Of course, they'd have to book pretty far in advance, wouldn't they?, because these folks have shares they are locked into holding due to Rule 144 for at least 12 months FROM THE DATE of this S-8 Amendment.
If as you say, their burn rate means oblivion in weeks not months, well, they're screwed as much as we're screwed and it's all academic, isn't it? Or if, as you infer, they're dishonest or incompetent, 12 months sure is a long time to stand around biting your nails before you can run, eh?
12 whole months. I don't envy them. All they can do during that time is watch while unprincipled shorts sit on their asses and think up yet more "Barney Fife, CFO" style crap like yours with which to scare down the price.
Wait, scratch that. All they can do is to keep doing what they've been doing: Work hard, keep plugging away to build overall shareholder value and, most importantly, ignore idiots like you, Augie Metalflake and The Truthstinker.
Woofy, grow up. Go to nite school or pick another line of work. You're a third rate bully, no smart guy and you're certainly an amateur when it comes to Psy-Ops.
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