I can't remember if it was the 11th or 17th of November? Which is the release date of remaining shares in lock-up. I know some were released early on 9/11/97. Either way there will be an announcement when it happens.
Here is some info from RMBS Prospectus on Locked-up shares:
SHARES ELIGIBLE FOR FUTURE SALE
Prior to this offering, there has been no public market for the Common Stock
of the Company. Future sales of substantial amounts of Common Stock in the
public market could adversely affect prevailing market prices from time to
time. Furthermore, since only a limited number of shares will be available for
sale shortly after this offering because of certain contractual and legal
restrictions on resale (as described below), sales of substantial amounts of
Common Stock of the Company in the public market after the restrictions lapse
could adversely affect the prevailing market price and the ability of the
Company to raise equity capital in the future.
Upon completion of this offering the Company will have outstanding an
aggregate of 21,453,651 shares of Common Stock (based upon shares outstanding
at March 31, 1997), assuming no exercise of the Underwriters' over-allotment
option and no exercise of outstanding options. Of these shares, all of the
shares sold in this offering will be freely tradeable without restriction or
further registration under the Securities Act, unless such shares are
purchased by "affiliates" of the Company as that term is defined in Rule 144
under the Securities Act (the "Affiliates"). The remaining 18,703,651 shares
of Common Stock held by existing stockholders are "restricted securities" as
that term is defined in Rule 144 under the Securities Act ("Restricted
Shares"). Restricted Shares may be sold in the public market only if
registered or if they qualify for an exemption from registration under Rules
144, 144(k) or 701 promulgated under the Securities Act, which rules are
summarized below. As a result of the contractual restrictions described below
and the provisions of Rules 144, 144(k) and 701, the Restricted Shares will be
available for sale in the public market as follows: (i) 25,000 shares will be
eligible for immediate sale on the date of this Prospectus; and (ii)
18,678,651 shares will be eligible for sale upon expiration of the lock-up
agreements at least 180 days after the date of this Prospectus.
All officers, directors and option holders and substantially all
stockholders of the Company have agreed not to sell or otherwise transfer any
shares of Common Stock or any other securities of the Company for a period of
at least 180 days after the date of this Prospectus (without, in most cases,
the prior written consent of Morgan Stanley & Co. Incorporated).
In general, under Rule 144 as it will be in effect upon the completion of
the offering, beginning 90 days after the date of this Prospectus, a person
(or persons whose shares are aggregated) who has beneficially owned Restricted
Shares for at least one year (including the holding period of any prior owner
except an Affiliate) would be entitled to sell within any three-month period a
number of shares that does not exceed the greater of: (i) one percent of the
number of shares of Common Stock then outstanding (which will equal
approximately 214,536 shares immediately after this offering); or (ii) the
average weekly trading volume of the Common Stock on the Nasdaq National
Market during the four calendar weeks preceding the filing of a notice on Form
144 with respect to such sale. Sales under Rule 144 are also subject to
certain manner of sale provisions and notice requirements and to the
availability of current public information about the Company. Under Rule
144(k), a person who is not deemed to have been an Affiliate of the Company at
any time during the 90 days preceding a sale, and who has beneficially owned
the shares proposed to be sold for at least two years (including the holding
period of any prior owner except an Affiliate), is entitled to sell such
shares without complying with the manner of sale, public information, volume
limitation or notice provisions of Rule 144; therefore, unless otherwise
restricted, "144(k) shares" may therefore be sold immediately upon the
completion of this offering. In general, under Rule 701 of the Securities Act
as currently in effect, any employee, consultant or advisor of the Company who
purchases shares from the Company in connection with a compensatory stock or
option plan or other written agreement is eligible to resell such shares 90
days after the effective date of this offering in reliance on Rule 144, but
without compliance with certain restrictions, including the holding period,
contained in Rule 144.
Upon completion of this offering, the holders of 12,296,822 shares of Common
Stock issuable upon conversion of Preferred Stock or exercise of a warrant, or
their transferees, will be entitled to certain rights with respect to the
registration of such shares under the Securities Act. See "Description of
Capital Stock-- Registration Rights." Registration of such shares under the
Securities Act would result in such shares becoming freely tradeable without
restriction under the Securities Act (except for shares purchases by
affiliates) immediately upon the effectiveness of such registration.
64
<PAGE>
The Company intends to file a registration statement under the Securities
Act covering shares of Common Stock reserved for issuance under the Company's
1997 Stock Plan and Stock Purchase Plan and shares subject to outstanding
options under the 1990 Plan. See "Management--Stock Plans." Such registration
statement is expected to be filed and become effective as soon as practicable
after the effective date of this offering. Accordingly, shares registered
under such registration statement will, subject to Rule 144 volume limitations
applicable to Affiliates, be available for sale in the open market, unless
such shares are subject to vesting restrictions with the Company or the lock-
up agreements described above. As of March 31, 1997, options to purchase
2,174,470 shares of Common Stock were issued and outstanding under the 1990
Plan, and no options to purchase shares had been granted under the Company's
1997 Plan and 1997 Stock Purchase Plan. Subsequent to March 31, 1997 the Board
of Directors granted options to purchase an additional 246,500 shares of
Common Stock at a weighted average exercise price of $8.00 per share under the
1990 Plan. See "Management--Director Compensation" and "--Stock Plans."
65
<PAGE>
UNDERWRITERS
Under the terms and subject to the conditions contained in an Underwriting
Agreement dated the date hereof, the Underwriters named below (the
"Underwriters"), for whom Morgan Stanley & Co. Incorporated, Hambrecht & Quist
LLC and Robertson, Stephens & Company LLC are serving as Representatives (the
"Representatives"), have severally agreed to purchase, and the Company has
agreed to sell to them severally the respective number of shares of Common
Stock set forth opposite their respective names below:
<TABLE>
<CAPTION>
NUMBER OF
NAME SHARES
---- ---------
<S> <C>
Morgan Stanley & Co. Incorporated.................................. 753,334
Hambrecht & Quist LLC.............................................. 753,333
Robertson, Stephens & Company LLC.................................. 753,333
Alex. Brown & Sons Incorporated.................................... 80,000
Cowen & Company.................................................... 50,000
A.G. Edwards & Sons, Inc........................................... 80,000
EVEREN Securities, Inc............................................. 50,000
Janney Montgomery Scott Inc........................................ 50,000
Needham & Company, Inc............................................. 50,000
PaineWebber Incorporated........................................... 80,000
SoundView Financial Group, Inc..................................... 50,000
---------
Total............................................................ 2,750,000
=========
</TABLE>
The Underwriting Agreement provides that the obligations of the several
Underwriters to pay for and accept delivery of the shares of Common Stock
offered hereby are subject to the approval of certain legal matters by counsel
and to certain other conditions. The Underwriters are obligated to take and
pay for all of the shares of Common Stock offered hereby (other than those
covered by the over-allotment option described below) if any are taken.
The Underwriters initially propose to offer part of the shares of Common
Stock offered hereby directly to the public at the initial public offering
price set forth on the cover page hereof and part to certain dealers at a
price which represents a concession not in excess of $0.50 per share under the
initial public offering price. The Underwriters may allow, and such dealers
may re-allow, a concession not in excess of $0.10 per share to other
Underwriters or to certain other dealers.
Pursuant to the Underwriting Agreement, the Company has granted to the
Underwriters an option, exercisable for 30 days from the date of this
Prospectus, to purchase up to an additional 412,500 shares of Common Stock at
the initial public offering price set forth on the cover page hereof, less
underwriting discounts and commissions. The Underwriters may exercise such
option to purchase solely for the purpose of covering over-allotments, if any,
incurred in the sale of the shares of Common Stock offered hereby. To the
extent such option is exercised, each Underwriter will become obligated,
subject to certain conditions, to purchase approximately the same percentage
of such additional shares as the number set forth next to such Underwriter's
name in the preceding table bears to the total number of shares of Common
Stock offered hereby.
The Representatives have informed the Company that the Underwriters do not
intend to confirm sales in excess of five percent of the number of shares of
Common Stock offered hereby to accounts over which they exercise discretionary
authority.
The Company and the Underwriters have agreed to indemnify each other against
certain liabilities, including liabilities under the Securities Act.
66
<PAGE>
See "Shares Eligible for Future Sale" for a description of certain
arrangements by which all officers, directors and option holders and
substantially all stockholders of the Company have agreed not to sell or
otherwise dispose of Common Stock or other securities of the Company for up to
at least 180 days after the date of this Prospectus (without, in most cases,
the prior consent of Morgan Stanley & Co. Incorporated). The Company has
agreed in the Underwriting Agreement that it will not, directly or indirectly,
without the prior written consent of Morgan Stanley & Co. Incorporated, offer,
pledge, sell, contract to sell, sell any option or contract to purchase,
purchase any option or contract to sell, grant any option, right or warrant to
purchase, or otherwise transfer or dispose of any shares of Common Stock or
any securities convertible into or exchangeable for Common Stock, for a period
of 180 days after the date of this Prospectus, except under certain
circumstances.
In order to facilitate the offering of the Common Stock, the Underwriters
may engage in transactions that stabilize, maintain or otherwise affect the
price of the Common Stock. Specifically, the Underwriters may over-allot in
connection with the offering, creating a short position in the Common Stock
for their own account. In addition, to cover over-allotments or to stabilize
the price of the Common Stock, the Underwriters may bid for, and purchase,
shares of Common Stock in the open market. Finally, the underwriting syndicate
may reclaim selling concessions allowed to an underwriter or a dealer for
distributing the Common Stock in the offering, if the syndicate repurchases
previously distributed Common Stock in transactions to cover syndicate short
positions, in stabilization transactions or otherwise. Any of these activities
may stabilize or maintain the market price of the Common Stock above
independent market levels. The Underwriters are not required to engage in
these activities, and may end any of these activities at any time.
Morgan Stanley Group Inc., which is associated with Morgan Stanley & Co.
Inc., is a limited partner of the general partner of Integral Capital
Partners, L.P. and Integral Capital Partners, C.V., which in the aggregate
will own 1,045,599 shares, or 4.9% of the outstanding capital stock of the
Company, upon the closing of the offering. Morgan Stanley & Co. Inc. disclaims
beneficial ownership of the shares held by Integral Capital Partners, L.P. and
Integral Capital Partners, C.V., except to the extent of any pecuniary
interest therein. |
