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Microcap & Penny Stocks : Ustman Tech (USTX) formerly Watson Gen (WGEN) -- Ignore unavailable to you. Want to Upgrade?

To: arizona_ice_tea who wrote (47)	1/28/1998 11:24:00 AM
From: Ahda	Respond to of 73

Company's Common Stock from 25,000,000 to 40,000,000. two new classes of Common Stock of the Company, to be designated Class A Voting Common Stock and Class B Non-Voting Common Stock. Mr. Rosenstein indirectly beneficially owns these warrants as the managing member of RSP Capital, L.L.C. that is the general partner of Sagaponack Partners, L.P. The Board of Directors has unanimously adopted a resolution amending Article THIRD of the Company's Articles of Incorporation to (i) authorize a new class of common stock designated as Class A Voting Common Stock ("Class A Stock") and (ii) a new class of common stock designated as Class B Non-Voting Common Stock ("Class B Stock"). The Class A Stock would be identical to the currently authorized Common Stock of the Company, except that upon the payment of a dividend, distribution or similar right, one share of Class A Stock would be entitled to receive only 46.118% of the dividend, distribution, or similar right payable with respect to one share of Common Stock. The Class B Stock would be identical to the currently authorized Common Stock of the Company, except that (i) holders of such stock would not be entitled to any voting rights with respect to such shares and (ii) upon the payment of a dividend, distribution or similar right, one share of Class B Stock would be entitled to receive only 53.882% of the dividend, distribution, or similar The authorization of Class A Stock and Class B Stock and issuance thereof to the Investors in exchange for their shares of Common Stock would not cause any change in the relative voting power or equity of any other existing holder of Common Stock of the Company. However, the Investors could sell shares of Class B Stock without selling shares of Class A Stock, enabling them to dispose of up to 53.882% of their economic interest in the Company without reducing their voting control. comments PLEASE!