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Technology Stocks : WAVX Anyone? -- Ignore unavailable to you. Want to Upgrade?

To: Wahoograd who wrote (1980)	5/6/1998 11:12:00 PM
From: Pure Folder	Read Replies (1) \| Respond to of 11417

The April 15th S-1 was the SEC filing that caused a fair amount of confusion and fear of an imminent sell-off only three weeks ago. It was the registration statement intended to authorize about 8.7 million shares for public trading. This figure will be much more than what likely is needed given the probable conversion prices for the March, 1998, Reg D investor and for smaller previous private placement investors and employees with incentive plan rights. The S-1 was, at the time, a natural follow-up to the March private placement. Shares of common, for purposes of conversion, had to be made available, and the SEC filing had to be made within 30 days, viz. by April 15th. The registration of other shares most likely resulted from the exercise of piggyback rights by the other investors and employees. That is, once any shares were registered, these individuals had a right to have shares registered for them as well. Your post, interestingly, happens to somewhat support my hypothesis in mid-April that the S-1 filing was not only inevitable given the terms of the March deal, but potentially advantageous for the company going into mid-May and thereafter. Once the SEC runs its 30-day approval process, S-1 amendments (for example, to include additional shares, report additional events, etc.), as well as related registration statements, are processed much more quickly. An approved current S-1 is also likely to be a NASDAQ requirement at the time WAVX applies for re-listing. The theory, for what it's worth, is that WAVX management, bankers, and counsel may want to coordinate OEM announcements, NASDAQ relisting, and a secondary offering so that all occur at the same time and gain the maximum mileage out of important news releases. We'll see. Pure Folder