PHCM - 1 year from IPO issue date.
Just guessing for now, but it could be that a lockup for one or more insiders has/is about to come up. Check the S-1. There is something about a 1 year period for some of the shareholders but it is hard to guage exactly when this is. Whether it is 1yr or 1yr+90Days (1 year after the 1st 90 day lockup)?
Supply and Demand.
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SHARES ELIGIBLE FOR FUTURE SALE
Future sales of substantial amounts of our common stock in the public
market, or the possibility of these sales occurring, could adversely affect
prevailing market prices for our common stock or our future ability to raise
capital through an offering of equity securities.
Upon completion of this offering, we will have outstanding 32,213,094 shares
of common stock, based on shares outstanding as of June 30, 1999. Of these
shares, 2,800,000 shares to be sold by us and certain of the selling
stockholders in this offering (3,295,000 shares if the underwriters' over-
allotment option is exercised in full), as well as the 4,600,000 shares sold in
our initial public offering, are freely tradable in the public market without
restriction under the Securities Act, unless the shares are held by
"affiliates" of Phone.com, as that term is defined in Rule 144 under the
Securities Act. In addition, the 500,000 shares to be sold by the former APiON
shareholders in this offering will be freely tradable.
The remaining shares outstanding upon completion of this offering
will be "restricted securities" as that term is defined under Rule 144. We
issued and sold these restricted securities in private transactions in reliance
on exemptions from registration under the Securities Act. Restricted securities
may be sold in the public market only if they are registered or if they qualify
for an exemption from registration under Rule 144 or Rule 701 under the
Securities Act, as summarized below.
Pursuant to "lock-up" agreements entered into in connection with our initial
public offering in June 1999, all the executive officers, directors and
stockholders of Phone.com agreed not to dispose of their shares for a period of
180 days following the initial public offering; provided, however, that Credit
Suisse First Boston Corporation has the right, in its sole discretion, to
release all or any portion of the shares subject to the lock-up agreements at
any time and without notice. For example, in October 1999, Credit Suisse First
Boston Corporation released a portion of these shares from the lock-up
agreements. As of October 27, 1999, an aggregate of approximately 2.0 million
shares had been so released from the lock-up agreements. All of the
stockholders participating in this partial release of the lock-up agreements
have entered into additional lock-up agreements pursuant to which they have
agreed not to offer, sell, contract to sell, grant any option to purchase or
otherwise dispose of any shares of Phone.com common stock, other than the
shares to by sold by these stockholders in this offering, for a period of 90
days from the date of this prospectus. As a result, these stockholders, who
collectively hold an aggregate of approximately 9,612,896 shares (less any
shares sold pursuant to the lock-up release and the shares to be sold by these
stockholders in this offering), as well as the other selling stockholders in
this offering, who now collectively hold an aggregate of approximately
10,198,879 shares (less the shares to by sold by these stockholders in this
offering), have entered into the additional 90-day lock-up agreements. However,
Credit Suisse First Boston Corporation may in its sole discretion, at any time
without notice, release all or any portion of the shares subject to these lock-
up agreements.
Taking into account the lock-up agreements, and assuming Credit Suisse First
Boston does not release stockholders from these agreements, the following
shares will be eligible for sale in the public market at the following times:
. On the date of this prospectus, the 3,300,000 shares sold in the offering
will be immediately available for sale in the public market.
. On December 8, 1999, approximately shares will be eligible for
sale, of which will be subject to volume, manner of sale
and other limitations under Rule 144.
. On 1999, approximately shares will be eligible for sale, of which
will be subject to volume, manner of sale and other limitations under
Rule 144.
. The remaining shares will be eligible for sale under Rule 144
upon the expiration of various one-year holding periods after the
expiration of the lock-up period.
Following the expiration of the lock-up period, shares issued upon exercise
of options we granted prior to the date of this prospectus will also be
available for sale in the public market pursuant to Rule 701 under the
Securities Act. In general, under Rule 144, after the expiration of the lock-up
period, a person who has
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beneficially owned restricted securities for at least one year would be
entitled to sell, within any three-month period, a number of shares that does
not exceed the greater of:
. 1% of the then-outstanding shares of common stock, or
. the average weekly trading volume of the common stock during the four
calendar weeks preceding the sale.
Sales under Rule 144 are also subject to manner of sale and notice
requirements and to the availability of current public information about
Phone.com. Under Rule 144(k), a person who has not been our affiliate at any
time during the three months before a sale and who has beneficially owned the
shares proposed to be sold for at least two years can sell these shares without
complying with the manner of sale, public information, volume limitation or
notice provisions of Rule 144.
We have filed, a registration statement on Form S-8 to register
approximately 8,994,153 shares of common stock reserved for issuance under the
1995 stock plan, the 1996 stock plan, the employee stock purchase plan and the
directors' stock option plan. Shares issued under the foregoing stock and
option plans, after the filing of the registration statement on Form S-8, may
be sold in the open market, subject, in the case of some holders, to the Rule
144 limitations applicable to affiliates, the lock-up agreements and vesting
restrictions imposed by us.
In addition, following this offering, the holders of shares of
outstanding common stock will, under some circumstances, have rights to require
us to register their shares for future sale. See "Description of Capital
Stock--Registration Rights of Stockholders
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basically watch 30 day multiples from IPO issue dates. Normally something funny goes on.
30D/90D/180D/1Yr etc
-macavity |
