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Technology Stocks : Irvine Sensors -- Ignore unavailable to you. Want to Upgrade?

To: Robet Butkus who wrote (486)	2/21/1998 1:11:00 AM
From: Robert Florin	Read Replies (2) \| Respond to of 1673

Robert, Flexibility may be required here. Since you know about the company, do some DD and decide if the technical analysis needs to be reevaluated in light of a fundamentals change. I was also surprised to see the website, the existence of the product, and its application. If this is priced within reason, (and that may be something like $50-$75), and if it has easy USB or Serial bus connection (likely USB), it could be a MAJOR success. If I were Kodak I would be nervous. Of course, it could be a premature announcement. Although this time it does not look like an R&D exhibit, it looks like a serious product.

To: Robet Butkus who wrote (486)	2/21/1998 7:14:00 AM
From: ForYourEyesOnly	Respond to of 1673

Floorless Convertibles?! I am excited about the digital film. However, I am somewhat concerned about the recent convertibles. Are they floorless? The statement "convertible into approximately" would lead one to think the conversion price is at a discount to the market price. "Included in the financings was a private placement of approximately 3.8 million units consisting of preferred shares convertible into approximately 3.8 million shares of Common Stock of Irvine Sensors Corporation plus warrants to purchase shares in each of Irvine Sensors' two privately financed and consolidated operating subsidiaries, NOVALOG, INC. and MicroSensors, Inc. " For info about the horrors of floorless convertibles, courtesy of Mr. Zeev Hed: Message 2484375 Best regards, THC

To: Robet Butkus who wrote (486)	2/21/1998 7:54:00 AM
From: ForYourEyesOnly	Respond to of 1673

More on Floorless convertibles: I found the following in their 1996 S-3 filing. They have in the past issued floorless securities, so we need to be careful. "$8,000,000 of the Debentures have no minimum conversion price." Yikes! Does anyone know how much of the debentures are still outstanding? When in 1998 are they due? "Possible Substantial Dilution; Conversion of Debentures. As of March 31, 1996, the Company has outstanding a total of 16,377,850 shares of Common Stock. This Prospectus primarily covers the resale of shares of Common Stock issuable upon conversion of two series of 8% Convertible Subordinated Debentures Due 1998, aggregating $11,100,000. The initial conversion price of both series of Debentures is $5. However, both series of Debentures contain a formula (which formula differs in each series) for the adjustment of the conversion price based on the current stock price in the period immediately preceding the date of conversion. Of the Debentures, $3,100,000 cannot convert at a price below $3, but $8,000,000 of the Debentures have no minimum conversion price. At the time of the resale of shares under this Prospectus, it is possible that holders of all of the Debentures will not yet have converted their securities, leaving open the possibility that the conversion price could substantially adjust downward. Accordingly, there can be no assurance that the conversion of Debentures will not result in substantial per share dilution to existing holders of Common Stock."