To: TokyoMex who wrote (7453 ) 12/18/1997 12:49:00 PM From: Raj Ramaswamy Read Replies (2) | Respond to of 31646
TO ALL,I sent a note to IR Scott on latest S-3 filing and here is his response: Dear Mr. Raju, I am very aware that small investors have added to the research on Topro, Inc., and for the most part have done an excellent job. It sometimes amazes me the detail and value the investors on SI bring to the thread. But occasional something will get posted that is inaccurate, not well researched, or simply a guess. But with the number of post that have been added to the thread over the last year, it is bound to happen. During the last week or two it is important to note a couple of facts. Yes the company filed a S-3/A, yes TPRO stock price has pulled back. However, I would like make a distinction regarding the S-3A. A registration statement does not register shares. When a registration statement goes effective it registers the act of selling shares, not the shares themselves. And as of this moment, the registration statement is still not effective which means nobody in the registration statement could sell any shares that are being newly registered. If you notice in the registration statement, the amount of shares being newly registered for each group listed for the most part is a small percentage of what they already own, which means if they wanted to sell any shares they could have been selling all along but have chosen not to. Next, many of the shares in the statement are actually options and warrants and a percentage are out of the money. As far as the S-8 filling, many are not yet even vested by management. As far as the shares that are being registered from the most recent private placement, you will notice many of these groups already purchased and hold significant positions in the open market. They have used the PP to increase their total position. These groups manage very large portfolios and I suspect did not purchase the private placement for a point or two move. You probably will not see their stock until well into the teens if even then. I have meet face-to-face several of these funds and I can tell you that these are extremely good and professional money managers. This group manages extremely large portfolios and a point or two would not make much of a difference in their total return. This is a much higher level of money manager than many small-cap companies are normally dealing with, and are not the type to short against the box to lock in a point. And lastly regarding my position, please remember that this statement is to register the act of selling shares, however it does not mean that I intend to sell anything. When the registration statement goes effective I will have the option to sell if I so choose. I can assure you that I have no intention to sell any shares. Even though this is how I get compensated, I believe my compensation will be worth a significant multiple of today's value in the so so distant future. An although I do not speak for Mr. Jenkins, I submit he has the same feelings. I hope this quick note helps you to better understand the S-3A, and I am available for any more clarification. Thank you for your interest. Cordially, J. Scott LioliosP.S: THE BOLD HIGHLIGHTS ARE ON MY PART