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To: Charles Zwebner who wrote (7626)8/9/1998 11:50:00 AM
From: Dean Dumont  Read Replies (1) | Respond to of 19331
 
Charles which company is yours 1231912 Ontario or Overseas Communications and where are your regulatory filings. REQUIRED by the S.E.C for 5% or more ownership. Warrants options and stock issued to an entity or an affiliate entity is required to file. And since you WERE an insider of the company you had a fiduciary responsibilty to do so.



To: Charles Zwebner who wrote (7626)8/9/1998 11:50:00 AM
From: george eberting  Respond to of 19331
 
Charles: Thank you for your input here. One question you did not touch on, which I personally feel is quite important, is who were the people in the Toronto investment group(s) who benefitted from the conversion and sale of all of the shares? Were the transactions truly "arm's length," or were some sweet deals being made to benefit some friends of friends? If they were legitimate, arm's length transactions, I'll feel much better about what has been going on, but I still won't be very happy.

And another question, which may once again reveal my naivete' about how sophisticated corporate financing works. It seems to me that when someone buys an instrument like a convertible preferred, that they normally anticipate having to hold those instruments for a more extended period of time. In this case, however, the conversions began very quickly. It's almost as if it were planned in advance that they would do so, and thus reap their little reward. Looks pretty fishy to me. George E.



To: Charles Zwebner who wrote (7626)8/9/1998 12:28:00 PM
From: James Harold Alton  Read Replies (2) | Respond to of 19331
 
Charles, In your post you asked: e) How come during the same period first quarter 1998 DCI did a stock
buyback for $1,749,058 for 582,500 treasury shares. See annual
report page 28. Now assuming that Muller Media accounted for
400,000 shares for $1,000,000 as part of this treasury share
purchase which is unclear that leaves 182,500 shares for $749,058
(average price $4.10).

The contract with Muller Media, required DCI to repurchase 1.2 million shares at a price of $2.50 if Muller exercised certain put options. In your question above you have have shown that only 400K shares were bought back from Muller, but if you will check Note 19 in the annual report you will see that the remaining 800K shares were also bought back on June 9, 1998. If we assume that all of these shares were repurchased using the buyback $, this accounts for $3,000,000 of the total $5,000,000 and was of course required by DCI to honor due to the Muller contract. I do not believe that the information from page 28 of the annual report includes any of the Muller shares.

James



To: Charles Zwebner who wrote (7626)8/9/1998 12:56:00 PM
From: Juli  Respond to of 19331
 
Charles, I regret that I talked with Joe Murphy while under the misconception that all E shares were converted after April 1, because when I asked about the E & F and was told they had not sold, I had meant all and obviously Joe Murphy meant part. The part that he was adamant about was that all shares that were available for sale prior to April 1, 1998 had been sold before November 1, 1997. After rereading the information on the series E, I conclude that this means that all of the series E except 368,304 were sold before Nov. 97. Those were the only ones left to be converted at March 31, 1998. As far as your other questions, I did not ask the nature of any of the convertibles and assumed that they were all of like kind. I think we may have been seeing these final E shares being sold here recently. I do not know if the F shares have been converted and are available for sale at this time. Mr. Murphy indicated when I spoke with him that they had not been issued.

Jewel



To: Charles Zwebner who wrote (7626)8/9/1998 1:47:00 PM
From: James Harold Alton  Read Replies (3) | Respond to of 19331
 
Charles, Per your post:

P.S. And finally, as I demonstrate above from SEC filings to-date and the annual report
the total pref share financings converted to common shares and sold in the marketplace
over the last 12 months has been a minimum of 2,753,126 shares, the majority being the
last six months, all routed through Toronto, Canada. That is the story of the "selling
north of the border".

You have correctly pointed out that the selling which had been blamed ONLY on CC shareholders over the last year was in error, and in lacking the required information (which was my own fault for not expending additional effort on my own DD in getting this answer) on the Preferred issues I was in fact promoting that inaccuracy. I do apologize to any CC shareholders that might have taken offense to any of my postings that were inaccurate and I will try to be more careful with my facts in this respect in the future.

It has been pointed out that ALL of the C, D and most of the E shares were sold prior to Nov. 1, 1997, leaving about 368K of the series E converted shares to be sold from Nov. 1, 1997 to the present time. So this means:
1. That the bulk of the selling pressure we saw prior to Nov. 1,1997 was due to the converted Preferreds being sold.

2. That the bulk of the selling pressure since Nov. 1, 1997 was probably CC shares being sold, would you agree?

I think that you have made your point with regards to there having been other selling besides CC and if this has been corrected and set straight, perhaps we could as you suggested move on to more positive issues, all of these numbers with regards to the Preferred issues is giving me a headache. (G) As you have pointed out, you are a large DCI shareholder and I would be curious to ask you a few questions from that standpoint.

1. From the rate that revenues have grown over the past 12 months, would you feel that good progress has been made in that area?

2. Do you feel from a fundamental basis, that the underlying value of your shares has increased over the last 12 months?

3. What is your opinion concerning the current fair market value of our stock at this point in time based on comparisons to other similar companies if we assume for this example that Locus and the TimeWorldCom JV have been closed? (it is expected that about 34 million shares will be out at that time)

James