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Technology Stocks : Information Architects (IARC): E-Commerce & EIP -- Ignore unavailable to you. Want to Upgrade?

To: tech who wrote (3842)	12/27/1997 3:01:00 PM
From: feltburner	Respond to of 10786

>>Reg. D - shares come out of the total outstanding and do not cause dilution<< Tech, I would love to see a link to this info., as nowhere in my CFA or Series 7 materials,nor in the links to the Securities Acts of '33 or '34 does it indicate this to be the case. For the shs. to come out of the total outstanding, they would have to be treasury shs., which may be possible. However, looking at the increase in shrs. outstanding in your favorite Reg.D-issuing co. leads me to believe that the Reg. Ds are adding to the outstanding shrs. just as a Reg. S would: 2/28/97- 13,509,831 shs. 5/31/97- 13,796,231 shs. 8/31/97- 13,919,831 shs. 10/6/97- 14,061,831 shs. Or perhaps the 4 or so employees are just splitting options for a couple hundred thousand shrs. each qtr.? Thanks in advance, Felt Burner

To: tech who wrote (3842)	12/29/1997 11:58:00 AM
From: feltburner	Read Replies (1) \| Respond to of 10786

>>feltburner, unfortunately you are dead wrong<< Sorry, Tech, you are not correct. While I've erred before and will again, this was not one of those times. Reg. D offerings DO indeed INCREASE the number of shrs. outstanding and thus cause dilution. This info. comes from both a VP of Corp. Finance at a regional brokerage firm, as well as from the IAIC private placement memorandum which is structured as a Reg. D offering and increases the shs. outstanding by the number of shs. being offered. This would not be a big deal except that you have trumpeted this misinformation time and time again on both threads as if it were fact. In the future, it would be decent of you to make sure of your facts before stating them repeatedly, and especially before correcting someone who disagrees. -Felt Burner