To: shortlong2 who wrote (2649 ) 7/5/1998 9:33:00 AM From: Bellvie Respond to of 10081
Can anyone offer explanation or comment on this as to the effects on market price. ref pages 13 and 14 at:edgar.sec.gov part. copy: (6) Includes 72,569 shares held by NeXperience Company, an affiliate of Forest Grove Holdings Limited. 13 <PAGE> 14 (7) Includes 1,088,533 shares held by Forest Grove Holdings Limited, an affiliate of NeXperience Company. (8) Includes 7,257 shares held by Grace S. Rhie, Mr. Rhie's spouse. Mr. Rhie also holds a minority ownership interest in NeXperience Company. (9) Includes 6,282 shares subject to options which will be vested within 60 days following May 20, 1998. (10) Includes 5,344 shares subject to options which will be vested within 60 days following May 20, 1998. (11) Includes 4,407 shares subject to options which will be vested within 60 days following May 20, 1998. (12) Includes 83,198 shares held by Kyung H. Rhie, Ms. Rhie's spouse. (13) Includes 1,688 shares subject to options which will be vested within 60 days following May 20, 1998. (14) Includes 750 shares subject to options which will be vested within 60 days following May 20, 1998. (15) Includes 282 shares subject to options which will be vested within 60 days following May 20, 1998. (16) The number of shares set forth in the table represents an estimate of the number of shares of Common Stock to be offered by the Selling Stockholder. Pursuant to the Company's agreement with Microsoft, the number of shares of Common Stock registered in the name of Microsoft by this Registration Statement equals the number of shares of Common Stock issuable upon conversion of twenty-five percent (25%) of the Series A Shares. The actual number of shares of Common Stock offered hereby, and included in the registration statement of which this Prospectus is a part, includes such additional number of shares of Common Stock as may be issued upon conversion of the Series A Shares by reason of any stock split, stock dividend or similar transaction involving the Common Stock, in order to prevent dilution, in accordance with Rule 416 under the Securities Act. Pursuant to the Series A Certificate of Designation, if the Series A Shares had been actually converted on May 18, 1998 at the fixed conversion price of $1.24, the Series A Shares would have been converted into approximately 3,629,000 shares of Common Stock. Assuming the sale of all Shares offered hereby, Microsoft will own eight point six percent (8.6%) of the outstanding shares of the Company's Common Stock at the conclusion of this offering (based on the number of shares of the Company's Common Stock outstanding as of April 30, 1998).