Historical price data; Registration of shares; etc...
The SI chart of monthly share price data for CHY
shows a big gap down in early 1997 after reaching
heights exceeding $55/sh in 1996. I think these
charts do not reflect the 1-for-3 reverse stock
split that took effect in early 1997. The following
share price data was obtained from old 10-K reports:
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The following table sets forth the high and low reported
sales price for the common stock adjusted to reflect the
one-for-three reverse stock split which occurred in
February 1997.
Price Range of Common Stock
High Low
Year ended December 31, 1999 ÿ ÿ
Fourth quarter $4.250 $0.656
Third quarter 1.938 1.125
Second quarter 3.125 1.438
First quarter 2.750 1.500
Year Ended December 31, 1998
Fourth quarter $3.000 $1.250
Third quarter 3.625 1.625
Second quarter 4.938 3.125
First quarter 4.813 3.125
Year Ended December 31, 1997
Fourth Quarter $6.125 $4.125
Third Quarter 5.500 4.063
Second Quarter 5.875 3.750
First Quarter 9.375 4.875
Year Ended December 31, 1996
Fourth Quarter $15.375 $7.50
Third Quarter 19.875 12.00
Second Quarter 18.750 9.375
First Quarter 10.125 6.375
Year Ended December 31, 1995
Fourth Quarter............. $8.625 $5.250
Third Quarter.............. 9.000 2.438
Second Quarter............. 3.000 1.500
First Quarter.............. 2.250 1.125
The approximate number of holders of record of the
Company's common stock at March 1, 2000 was 5,400.
On March 1, 2000, the closing price of the Company's common
stock as reported on the NYSE was $4 3/16.
The Company has not declared or paid any cash dividend since November 27, 1989. The Company
currently plans to retain its future earnings, if any, for use in the operation and expansion of
its business and does not anticipate paying cash dividends on the common stock in the
foreseeable future. In connection with the Company's term loan and revolving credit facility,
the Company is prohibited from paying dividends in excess of 25% of its net income in any fiscal
year.
During late 1998 and 1999 the Company raised $7.7 million through the issuance of 8%
subordinated convertible debentures, due December 31, 2003, to certain persons and entities,
including certain directors, affiliates and shareholders of the Company. The Series A
debentures, totaling $1.2 million, are convertible, at any time, at the option of the holders
thereof, into Common Stock of the Company at a conversion price of $2.466 per share (which is
equal to 120% of the average of the closing selling prices of the Common Stock for the 90
trading days immediately preceding the issue date of the debentures). The Series A debentures
may be redeemed by the Company at any time after December 31, 1999 for a price equal to the
principal and accrued but unpaid interest on the debentures at the redemption date. The net
proceeds from the sale of the debentures were used for general working capital purposes.
The Series B debentures, totaling $6.5 million, are convertible, at any time, at the option of
the holders thereof, into common stock of the Company at a conversion price of $1.625 per
share. The Series B debentures may be redeemed by the Company, commencing one year from issue
date, for a price equal to the principal and accrued but unpaid interest at the redemption
date. Interest, which is payable quarterly, may be paid in the form of additional debentures
until July 15, 2001. Through December 31, 1999, approximately $0.2 million of interest was paid
in the form of additional debentures issued by the Company. These funds are being used to build
the Company's restructured operations and to fund research and development, particularly for
certain Internet initiatives.
The debentures have not been registered under the Securities Act of 1933 and may not be offered
or sold in the United States absent registration or an applicable exemption from the
registration requirements. In addition, in order for the debentures purchased by funds managed
by Weiss Peck & Greer LLC to be converted into shares of common stock, under the rules of the
New York Stock Exchange, shareholder approval is required. In the event that shareholder
approval is not given, the debentures owned by such funds will not be convertible. The Company
intends to seek such shareholder approval. The sales of the debentures were made in reliance
upon the exemption from the registration provisions of the Securities Act of 1933, as amended,
afforded by Section 4(2) thereof and/or Regulation D promulgated thereunder, as a transaction by
an issuer not involving a public offering. To the best of the Company's knowledge, the
purchasers of the debentures acquired them for their own accounts, and not with a view to any
distribution thereof.
======
In relation to these last few paragraphs, note that
on 19 May 2000 CHY filed an S-3 registration statement
with the SEC for 9,409,046 shares of common stock...
freeedgar.com
This filing includes the following paragraph:
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This Prospectus (the "Prospectus") relates solely to the sale of 9,409,046 shares of our Common Stock, par value $.01 per share (the "Common Stock"), issuable
upon the conversion of: (1) $1,292,000 aggregate principal amount of 8% Subordinated Convertible Debentures which we issued to certain investors in a private
placement completed on January 22, 1999, which are convertible at any time, at the option of the holders thereof, into shares of our Common Stock at a
conversion rate of $2.466; (2) $6,452,000 aggregate principal amount of Series B 8% Subordinated Convertible Debentures which we issued to certain investors
in a private placement completed on September 7, 1999, which are convertible at any time, at the option of the holders thereof, into shares of our Common Stock at
a conversion rate of $1.625 per share, additional convertible debentures of 1,048,109 related to interest which may be paid in kind through July 1, 2001 and
related placement agent stock purchase warrants of 123,631; (3) Common Stock which we issued to certain investors in a private placement completed on April 20,
2000, Common Stock sold by shareholders in such placement and related placement agent stock purchase warrants of 151,914; and (4) stock purchase warrants of
170,000 issued for consulting services.
======
Thus it appears that the company will clear its books of
about $7.7 million in long-term debt while the number of
shares outstanding will increase from about 35 million to
about 45 million. Also, it appears that CHY will receive
about $1.7 million in cash in the process because a bunch
of outstanding warrants will be exercised. Here are some
more words from the S-3 filing...
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As of April 26, 2000 approximately 35,400,000 shares of Common Stock were issued and outstanding. Of these shares, approximately 19,200,000 shares will be
freely tradable without restriction under the Securities Act. The remaining 16,200,000 outstanding shares are "restricted securities" as defined in Rule 144 of the
Securities Act.
Of the approximately 16,200,000 restricted shares, 16,170,000 may be eligible for immediate sale under Rule 144, and 30,000 may become eligible for sale in the
second quarter of 2000.
=====
and here are some more words from this S-3 filing...
=====
The Company's portion of net proceeds of the offering will be realized upon the exercise of outstanding warrants and will be approximately $1.7 million. As of the
date of this document, the Company would expect to apply the net proceeds towards sales, marketing, the pursuit of strategic alliances, and research and
development in connection with its New Media Business. However, the Company reserves the right to allocate the net proceeds to other uses which it considers to
be in the best interests of its shareholders.
We will not receive any of the proceeds from the sale of the remainder of the shares of Common Stock being offered because they are being offered by the Selling
Shareholders.
=====
Despite the fact that the S-3 consistently refers to the
"Selling Shareholders". I believe that these shares are
merely being *registered* and not necessarily being sold.
What I think this means is simply that there will be another
9.4 million shares out on the market (just like the shares
that you and I own) and the owners of these shares could
decide to trade them at any time (just like you or me).
I haven't decided whether I think this is a net plus or
a net minus for current shareholders. That is, I'm not
entirely sure how the market will react... perhaps it
has already reacted! In any case, since this isn't a
matter for shareholder vote (and I don't think the company
itself has any say in the matter) all we can do is watch.
Comments?
Rob |
