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Microcap & Penny Stocks : FRANKLIN TELECOM (FTEL) -- Ignore unavailable to you. Want to Upgrade?

To: William Harvey who wrote (29551)	3/6/1998 11:48:00 AM
From: VALUESPEC	Read Replies (1) \| Respond to of 41046

William Harvey, it appears you are mistaken. FNET warrants convert into FTEL shares if the IPO does not take place by June 30, 1998,if I am not mistaken. What you said: <<Share conversion is not contingent on IPO, if that's what you mean. I did a search on the S1 and S1/A and there's no connection.>> What I found: <<The Preferred Stock is accompanied by a warrant or warrants . . .that entitles the holder thereof to purchase a number of shares of the common stock of the Company's subsidiary, FNet Corp. . . However, if FNet fails to complete a public offering by June 30, 1998, the Holder has the option, upon written notice to FNet and FTEL no later than July 31, 1998, to convert to "Series C Exercise Option #2" (in lieu of Series C Exercise Option #1), which entitles the holder to. . .>> There is a lot of technical information included in the notes I've included. I was hoping others who may be more familiar with the series C and the potential warrant conversion by June 30, 1998, could expand on what I've submitted, and perhaps explain it in more detail. Following is a link to this quote, and also where it can be found (Dec 7, 1997, S-1), along with some other notes I've taken to help me better understand the CEO's compensation, and the recent series C shares, etc.: valuespec.com VALUESPEC valuespec.com

To: William Harvey who wrote (29551)	3/6/1998 12:21:00 PM
From: VALUESPEC	Respond to of 41046

Following is a paragraph noting the series C convertibles can start to be converted in March of 1998. This paragraph also lists the terms of the sale. If I am not mistaken, series C holders are also entitled to the warrants,as I said before, which could convert into FTEL stock if the FNET IPO does not take place by June 30, 1998. <<Page 36 The Company is authorized to issue 10,000,000 shares of Preferred Stock,issuable in one or more series, each with such designations, preferences,rights, and restrictions as the Board of Directors may determine. In accordance with such authorization, the Board of Directors has designated 740 shares as Series C Preferred Stock, of which all 740 shares are issued and outstanding. The Series C Preferred Stock is not redeemable, and has no dividend preference. Each share of Series C Preferred Stock has a liquidation preference of $10,000 per share, and accrues a premium at the rate of 8% per annum. The Series C Preferred Stock has no voting rights, except as required by law, and is convertible into Common Stock commencing in March 1998 at a conversion price equal to the lesser of (a) $5.00 per share (which amount is subject to adjustment to reflect decreases in the market price of the Common Stock during a 30-day measuring period following the issuance of the Series C Preferred, but not below $4.00 per share) or (b) between 80% and 85% of the fair market value of the Common Stock, based on closing prices during a measuring period prior to conversion, with a minimum of $1.00 per share. The Series C Preferred Stock is automatically converted into Common Stock in May of 1999. Source: December 7, 1997 S-1>> Why am I posting all this? Hopefully to get input to make sure i have the facts right, and so that I can share some of the facts I am trying to gather on FTEL. VALUESPEC valuespec.com