To: Grantcw who wrote (6635 ) 4/30/1998 8:56:00 PM From: David Pawlak Read Replies (3) | Respond to of 10479
About that S-3 Filing.... This is nothing more than the registration of the preferred convertable shares (plus other shares that were issued) that were converted last quarter. Now that the shares are registered, the shareholders have the ability to sell if they wish to. The company did not take in any additional cash as a result of this filing and this does not constitute an increase in the fully diluted share count. Basically, this filing is a non-event. From the S-3: "The Shares are being registered pursuant to registration rights obligations the Company has to (i) Distributed Systems International pursuant to a SharePurchase Agreement by and between the Company and Distributed Systems International, dated October 23, 1996 (ii) former shareholders of UniPrecision Industrial, Ltd. pursuant to a Stock Purchase Agreement between Builder's Warehouse Association, Inc. (a predecessor to the Company) and UniPrecision Industrial, Inc. dated March 1, 1996, (iii) various shareholders with respect to purchases of shares in private placements; and (iv) certain key employees in connection with an Acquisition Agreement with Rockwell Network Systems, Inc. by the Company dated January 31, 1996. The Shares held by such Selling Shareholders are being registered due to various contractual arrangements between the Company and such holders; however,the Company has been advised by such Selling Shareholders that they do not intend to sell such Shares at the present time, rather than at unspecified times in the future on a delayed or continuous basis depending upon, among other things, favorable market conditions."