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Technology Stocks : Osicom(FIBR) -- Ignore unavailable to you. Want to Upgrade?

To: Grantcw who wrote (6621)	4/30/1998 1:09:00 AM
From: craig crawford	Read Replies (1) \| Respond to of 10479

<< I appreciate your due diligence on the future of Osicom. >> Those were just some notes from the 10K that I wanted to highlight for myself or others who were interested. Some people like Barb wanted to know where the extra shares came from last quarter and I highlighted some reasons. << Do you know when the last private placement for Osicom occurred? I think that there really hasn't been one for months, right? >> I think there was one on October 31, 1997 for "senior management" and "existing shareholders". I don't know if there have been any others since Jan 31, 1998, they apparently have found some rule where they don't have to register them From the last 10Q--(Conveniently tucked away on page 32 at the very end of the document, just above where the signatures are to appear) Surprised??? Notice Osicom also files their 10Q's and 10K's almost as late as they can get away with every time, lots of times on the last day or two allowed. In fact they filed their 10Q and 10K late a couple of times in the last couple of years. Typical shenanigans from a shell company like FIBR. Kind of reminds me of the days when I would get a bad report card and I would wait for as long as I could before I would show it to my parents. Go look and see if companies like Cisco or Ciena pull stunts like these and then tell me how FIBR deserves to even be mentioned in the same breath as CIEN or C$CO. ITEM 2: CHANGES IN SECURITIES On October 31, 1997 the Company issued 437,630 shares of its common stock to existing shareholders and members of senior management receiving $1,028,432 in net proceeds to be used for general corporate purposes. No underwriters received fees in connection with this security sale. The shares were issued pursuant to exemptions from registration under Rules 505 and 506 of Regulation D and Section 4(2) of the Securities Exchange Act of 1933. << Basically, it seems like the bloodlettng is over >> Don't think so. There are still convertible shares outstanding (some accumulating dividends that FIBR has to pay), warrants, and plenty of short and long-term debt. Just look at the double digit interest rates FIBR has to pay on their "collateralized" loans. Osicom issued warrants to Coast Credit for a loan and they pay double digit interest rates and they have to collateralize their loans. They might as well just fund their business with credit cards, it would probably be cheaper. I noticed that Osicom issued a large convertible preferred to Coast to pay off a big debt before, there is no reason why they won't try to climb out of their giant debt hole by issuing more shares. Osicom's whole debt structure hinges on their stock price, and there is much incentive for Osicom and holders of their warrants and convertible preferred to get that stock price up. If their stock price sinks the more dilution you will face. << Osicom seems to have enough money now to carry on its business without using the private placements >> I don't think so. Did you see how much unrestricted cash Osicom had as of Jan 31, 1998? I posted a few messages back. Less than $2 million. Message 4248825 Do you know where it all came from? Read on my friend... PRIVATE PLACEMENTS -- During the year ended January 31, 1998, the Company issued 824,093 common shares and warrants to acquire 782,888 common shares at $7.50 per share expiring three years from issue receiving net proceeds of $5,528. The holders have the right to request additional shares ("price adjustment shares") to be issued by the Company to the extent that the five day average trading price of the shares issued in these transactions is below $7.50 per share at the time of the request; such request may be made only once with respect to the original shares which have been held continuously by the holder from the original issue date. In the event a price adjustment is requested the related warrant exercise price is adjusted to the lesser of $7.50 or 125% of the market value used for purposes of calculating the price adjustment shares. Holders of all shares requested reset shares and an additional 914,442 shares were issued. The exercise price of warrants to acquire 782,888 common shares were reduced to a range of $3.09 to $4.88 per share all of which were exercised during December 1997 and January 1998 receiving net proceeds of $1,707. In addition, the Company issued 437,630 common shares receiving net proceeds of $1,024 during October 1997. Once again FIBR ran low on cash and more share were issued to fund the company. In just those two transcations it looks like Osicom raised close to $3 million. They now have less than $2 million in restricted cash. Presto! The cash disappeared again.