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Politics : RAMTRONIAN's Cache Inn -- Ignore unavailable to you. Want to Upgrade?

To: Hiram Walker who wrote (5409)	5/7/1998 6:29:00 PM
From: Gutterball	Read Replies (1) \| Respond to of 14464

Form 424B3 for RAMTRON INTERNATIONAL CORP Filed Pursuant to Rules 424(b)(3) Registration Statement No. 333-19119 RAMTRON INTERNATIONAL CORPORATION COMMON STOCK 19,591,852 Shares of Common Stock The Date of this Prospectus is May 6, 1998 This Prospectus relates to 19,591,852 shares of Common Stock, par value $0.01 per share (the "Shares"), of Ramtron International Corporation (the "Company" or "Ramtron") to be offered and sold from time to time by certain stockholders of the Company (the "Selling Security Holders"). The Shares consist of (i) 6,989,701 shares of Common Stock issuable upon exercise of certain warrants (the "Warrants") and such additional number of shares of Common Stock as may become issuable pursuant to the anti-dilution provisions of the Warrants (collectively, the "Warrant Shares") and (ii) 12,602,151 shares of Common Stock, including 2,857 shares of Common Stock issuable upon exercise of certain outstanding options (the "Options"). See "Selling Security Holders." The Warrants and 8,772,761 shares of the Common Stock offered hereby by the Selling Security Holders were issued by the Company in a private debt conversion transaction in 1995 in reliance on available exemptions under the Securities Act of 1933, as amended (the "Securities Act"). In the debt conversion transaction, the Company granted certain registration rights for the benefit of Oren L. Benton ("Mr. Benton"), the National Electrical Benefit Fund (the "Fund") and BEA Associates, Inc. ("BEA") as the holders of the Warrants, the Warrant Shares and the shares of Common Stock issued in the transaction. The filing of the Registration Statement of which this Prospectus is a part is intended to satisfy the Company's obligations with respect to those registration rights, as well as the Company's obligations with respect to certain of the registration rights granted by the Company to the holder of an additional 3,826,533 shares of Common Stock offered hereby, which shares were acquired by the holder thereof between March 1989 and June 1993 in private transactions in reliance on available exemptions under the Securities Act. The remaining 2,857 shares of the Common Stock offered hereby are shares issuable upon the exercise of options, which options were issued by the Company in 1987 in reliance on available exemptions under the Securities Act. The Warrants are presently exercisable and will expire on August 31, 2000. Each Warrant entitles the holder thereof to purchase one share of Common Stock at an exercise price of $4.15 per share. The exercise price per share and the number of shares of Common Stock issuable upon exercise of the Warrants are subject to certain anti-dilution adjustments. The Company may from time to time sell the Warrant Shares to the registered holders of the Warrants in accordance with the terms thereof, if and when such holders exercise the Warrants. The Selling Security Holders may from time to time sell all or a portion of the shares of the Common Stock offered hereby in transactions at prevailing market prices on The Nasdaq Stock Market, in privately negotiated transactions at negotiated prices, or in a combination of such methods of sale. The Selling Security Holders may effect such transactions by selling the Shares to or through broker-dealers, and such broker-dealers may receive compensation in the form of discounts or commissions from the Selling Security Holders and/or the purchasers of the Shares for whom such broker-dealers may act as agents or to whom they sell as principal, or both (which compensation as to a particular broker-dealers may be in excess of customary commissions). See "Plan of Distribution." The Selling Security Holders and any brokers, dealers or agents who participate in the sale of the Shares may be deemed to be "underwriters" within the meaning of Section 2(11), and the commissions paid or discounts allowed to any such brokers, dealers or agents, in addition to any profits received on resale of the Common Stock, if any such broker, dealer or agent should purchase any Common Stock as a principal, may be deemed to be underwriting discounts or commissions under the Securities Act. The Company will receive no proceeds from the sale of the Shares by the Selling Security Holders. The Company has agreed to pay all expenses (other than selling commissions and fees and expenses of counsel and other advisers to the Selling Security Holders), estimated to be approximately $65,000, of registration of the Shares under federal securities laws. The Common Stock trades on the Nasdaq National Market tier of the Nasdaq Stock Market under the symbol "RMTR." On December 30, 1996, the last reported sale price for the Common Stock as reported on the Nasdaq Stock Market was $6.313 per share. The Shares have not been registered for sale by the Selling Security Holders under the securities laws of any state as of the date of this Prospectus. However, since the Shares are listed securities on the Nasdaq National Market of the Nasdaq Stock Market, they are exempt from state securities registration and fee requirements pursuant to Section 18 of the Securities Act of 1933, as amended by the Capital Markets Efficiency Act of 1996.

To: Hiram Walker who wrote (5409)	5/7/1998 7:51:00 PM
From: gammaray	Respond to of 14464

hiram, Please please don't say love boat and rmtr on the same page. Someone did a whole love boat shtick on the sexi thread which was an ongoing saga that lasted several months. Each boat character represented a person in the company. It was quite a saga and truly a work of art. I am glad that I read it as an interested observer and not an investor. As you probably know the company was exposed as a sham and people lost a lot of money. However, I would like to see Julie get what he/she deserves. And I don't mean more shares either. Neil