To: Mike C2 who wrote (1568 ) 8/6/1998 4:33:00 AM From: Q. Respond to of 3458
Mike, re. <<Form 61 dated 5/29/98 which is the company's Canadien filing of their 1Q 98 financials. In that report you will find, in Schedule B: supplementary statement that "...subsequent to March 31, 1998 the Company issued 2,194,068 shares of common stock for gross proceeds of $9,046,000 on exercise of stock options." Do you suppose that might account for some of the company's larger 2nd quarter cash position?>> Oh sure, that could account for most of the reported $12 M cash level, without a need for a private placement. Re. dilution, the effect is the same: the co. was about to run out of cash, which it then raised by selling shares at below-market prices, thereby further diluting the shareholders, who have already seen massive dilution since the beginning of 1997. The Canadian form you cite is apparently not available to me electronically. So I thank you for bringing it to my attention. The other filing 20-F that you mentioned is of course available to me via Edgar, and in fact I had already read it. The amount raised from options, as mentioned in the notes, was far too small to account for the reported $12 M cash. The co. has not been disclosing adequately by US standards. They were allowed a whopping 6 months (vs. 90 days for a US co.) to file their 20-F annual report on Edgar, and even then they were unable to do it on time. I'm curious who had options for 2 M shares. The latest proxy sec.gov shows by my count less than 1 M employee options, including those outstanding 12/97 plus those authorized for 1998. I can't figure out where the rest of the shares came from. Who else had options? Re. the employee options, it looks like many of them were set to expire in Sept. or January. There aren't any Form 4 or Form 144's on file with Edgar to report insider sales, as you would find for a US co., but then the co. wasn't domesticated when the exercises took place, so it's hard to know where those shares are. Anyway, financing a co. with options is a peculiar way to run a show. For one thing, it avoids the need for any disclosure, such as one would find in a prospectus. It's not common for stocks with a market cap this large. The only example I can think of is Copytele (COPY). Come to think of it, COPY has never realized any revenues, despite announcing orders from the Russian Federation a few years ago. Sounds vaguely familiar .... I'm impressed with the thoroughness of your research, Mike. Your frustration the results is quite understandable. Best of luck to you.