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Microcap & Penny Stocks : CCEE Breaking Out -- Ignore unavailable to you. Want to Upgrade?

To: Dr. Moze who wrote (7547)	10/31/1997 11:10:00 AM
From: Parker Benchley	Respond to of 12454

Doc, >>>What is IMPORTANT to notice about the reverse split proposals is that THEY ALSO INCREASE THE AUTHORIZATION FOR ISSUANCE OF NEW SHARES!!!!! This is the piece that has me flabbergasted. For those reading along at home, check out pages 43 and 44 of the meeting notice. What the company has done is structured the reverse split based on the current 150M authorized shares, so that the same 150M shares remain authorized *POST-SPLIT!!!!<<< Doc, All, Great analysis Doc. Right on the money...or should I say our diminishing money. I can't understand how this can even be legal. They're trying to walk us over the cliff. They're giving the shareholders so many choices on how to vote on the reverse split and flooding the market with 300 million POST SPLIT SHARES shares they're hoping people will be complacent or damn s t u p i d enough to X one "for" box. This is all they need to win. VOTE AGAINST ALL 15 PROPOSALS. WHAT THEY ARE PROPOSING TO DO WILL ENRICH THEIR GREED AND BURY US AS SHAREHOLDERS. techstocks.com George

To: Dr. Moze who wrote (7547)	10/31/1997 11:26:00 AM
From: Steve Turner	Respond to of 12454

Dr. Moze, I am traveling and, as yet, have not had the opportunity to read the proxy. Your analysis of the 150 million share authorization post split is scary. I would like to get the opinion of somebody with a legal background. Gary Green, are you out there? What is your interpretation of this? If this is true, and you charge us we may have to pay your retainer in CCEE stock certificates. Steve Bergman, any thoughts? On happier fronts, encouraging news about Softworks this morning and HAPPY BIRTHDAY, DORINE Steve T

To: Dr. Moze who wrote (7547)	10/31/1997 1:41:00 PM
From: Dr. Moze	Read Replies (2) \| Respond to of 12454

A bit more CCEE Proxy Math: With shareholder approval of a 1-10 reverse split AND the additional 150M shares authorized (a likely scenario for management-supported proxy issues), CCEE would then be able to DILUTE the present shareholders' equity by a factor of *TWENTY-NINE!!! That's 300M POST-SPLIT authorized shares, less the 10M or so post-split shares already issued. The authorization of 150M shares combined with a 1-10 split is simply an authorization to issue 1.5 BILLION new shares of the current stock. Sounds crazy but it is spelled out in the proxy in black and white. Pages 42-44. Note in the table on p. 42 that the right-hand column ("Authorized and Unissued Common Stock (After Reverse Stock Split)" represent post-split* shares. Multiply these by the reverse-split ratios (i.e., 2 to 10) to get the equivalent number of current ('Old') shares that this corresponds to. BTW, this math doesn't even include the preferred stock issue, which is essentially a blank signed check for the management to issue preferred stock AND DEFINE THE CONVERSION RATE TO COMMON STOCK as they see fit. The proxy statement goes to great length to emphasize (repetitively) in each reverse-split ratio proposal (pages 17-42!) that effecting any of the reverse splits will not alter the "par value" of Common Stock ($0.0001 per share!), nor will it affect the percentage ownership of any security owner. What they fail to say (except indirectly in the tables on p. 42-44) is that such a reverse split will permit the company to DILUTE the shareholders' equity SIGNIFICANTLY through the resulting major increase in authorized but unissued post-split shares. They do also state (p. 49, and maybe elsewhere to cover their asses more completely) that "Common Stock is authorized to be issued in [sic] the discretion of the Board of Directors without Stockholder approval of each issuance." I think I see CCEE's real business plan now. And it doesn't involve selling/licensing d.b.Express for a profit.... Hope this helps some of you folks with your own homework. Comments?