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Technology Stocks : Quarterdeck: Making a Striking Comeback! -- Ignore unavailable to you. Want to Upgrade?

To: Wink who wrote (2229)	1/17/1998 9:28:00 PM
From: Brendon Woirhaye	Read Replies (1) \| Respond to of 3307

I have some questions about proposal #3 (increasing the shares from 70M to 100M) some of you might be able to give. The argument given in the proxy statement basically argues that increasing the shares from 70M to 100M will make it harder for any outside group to control the company, that the shares are needed for the preferred stock conversion, and if the company wants to make any acquisitions. First off, the statement mentions that there are 43,370,265 shares of common stock outstanding. In addition, there are 5.25M reserved for stock options, 1.2 million for the $25M convertible debt, and about a million reserved for outstanding warrants. This leaves about 20 million left over, where are these shares, and why can't these be used (at least partially) for the preferred stock conversion? In respect to someone trying to control the company, we can see that nobody owns more than 5%, so any attempt to control would come through accumulation or a tender offer for the stock (which might not be so bad). As far as acquisitions go, I think it's fair to say that QDEK has made enough acquisitions and needs to get its current house in order before going acquiring again. Is there something I'm missing here?