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To: edgedirect who wrote (6806)	12/3/1997 8:15:00 PM
From: Tim J. Flick	Read Replies (1) \| Respond to of 31646

You are talking about reg-s offerings. This is not a reg-s. TPRO did the equivalent of a reg-s when they did the convertables early this year. Funny enough, the stock ended up trading much higher after and during the offering. You are correct to question any PP that it could potentially be an off-shore deal but I do not believe this is the case. This transaction looks like a run of the mill PP. However, I would like to know the investor group.

To: edgedirect who wrote (6806)	12/3/1997 8:15:00 PM
From: Steve Childs	Respond to of 31646

On a lighter note, I think it's time to convene the first SI-TPRO board of directors meeting. As a board member, I'd like to propose to Jenkins that the first order of business (after enough cash has been amassed from the CD) is to buy a systems integrator in the UK. I recommend Blackburn Starling Control And Automation, Ltd. There are others, of course. With Tony Blair's endorsement of the Y2K crisis, and with the number of factories in the UK, an acquisition will serve as a beachhead in UK and rest of Europe to rapidly deploy PlantY2KOne in Europe and to garner a new set of international clients. Anyone wish to second the motion? To the literal-minded: you mean you didn't know that this thread is really a virtual meeting of TPRO's board of directors? Regardless, I think the UK acquisition notion is one that may very well play out sometime in 1998.

To: edgedirect who wrote (6806)	12/3/1997 8:21:00 PM
From: M. Frank Greiffenstein	Read Replies (2) \| Respond to of 31646

Offshore PP deals.. Edge, off-shore PPs are called Reg-S deals. And in most cases, the smell is strong, you can smell it all the way from the secret banks of the Caribbean. Reg-S investors are usually savvy short sellers who short the stock, they use the proceeds to make a private placement. They work out the math so that they win regardless if the stock rockets (unlikely) or plummets (what they hope for). Zitel is a very good recent example. The Reg-S deal was done at about $20. The stock is now around $11. You can bet the people involved have made out very well. You short 1 million bucks of a bad company at $1/share. YOu take 500K from your short sale, go to the company and buy a million shares at special price of 0.50 cents. If company goes belly up, you pocket 500K. If company rockets, you sell your shares to cover, and keep the 500K you had left over. Typically however, the desire is for the stock to go down. DocStone