To: Zeev Hed who wrote (9996 ) 4/1/2000 1:26:00 PM From: quidditch Respond to of 60323
Mike, Zeev and Aus: Zeev's post reminds me of another point: has Lexar's preliminary prospectus been distributed? If so and if the u/w have not elected to kill the offering in light of Judge Breyer's decision, I think that there is a strong likelihood that the underwriters will require Lexar to "re-circulate" the red (never a nice happening) to reflect the new material information--again, that is, IF the underwriters do not decide to kill the offering altogether. If they go forward with the offering, re-circulation implies a two-to-three week delay in the original schedule. Some clients' firm orders would undoubtedly be canceled. What is likely going to happen early next week (again, this assumes the red is already distributed): assuming the underwriters decide to swim upstream against the damaging court decision, they will begin informal polling of their largest accounts that have committed to buy--if they get negative feedback, the offering will die and there will be no occasion to re-circulate. Zeev, the financials included in the red speak as of the date of the audit report included in the prospectus. There would be no need to update the financials unless, because Lexar has to re-circulate and by doing so has to include a later interim period that is reviewed or audited by the independent accountants, a new accountants opinion is included in the filing. In the current filing, Lexar will, imo, be required to update the "Legal Proceedings" disclosure. That would suffice, unless new financials are required as above. From afar, Lexar's offering is on life support. Depending on the persuasiveness of Lexar and its patent lawyers on the underwriters' willingness to go forward, the underwriters' large institutional clients could nonetheless kill the deal next week by their reaction. They'll probably go out and buy SNDK in droves. One other question: will the failure to get proceeds of the IPO effectively dig the grave and open the coffin for Lexar's business plan? Steve