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Technology Stocks : Osicom(FIBR) -- Ignore unavailable to you. Want to Upgrade?

To: Mama Bear who wrote (7939)	8/12/1998 11:17:00 AM
From: Bryon Bothun	Read Replies (1) \| Respond to of 10479

Par was responding to a question about dilution, the caller said something like "if they convert now they will get XXX number of shares." Par said that can't happen, there is a provision that limits the number of shares to 5%. (Not a direct quote but close I think.) Bryon

To: Mama Bear who wrote (7939)	8/12/1998 11:48:00 AM
From: Bryon Bothun	Read Replies (1) \| Respond to of 10479

>>The 4.99% "limit" is standard language in these floorless instruments.<< I just read through the S 3s of four floorless convertables I know of (HEC is one you may recognize.) This %4.99 limit was in none of them. Not exactly scientific I'll admit, but doesn't sound too standard to me. Bryon

To: Mama Bear who wrote (7939)	8/12/1998 12:33:00 PM
From: Bryon Bothun	Read Replies (2) \| Respond to of 10479

>>This is because there would be SEC filing requirements to identify the buyer of greater than 5% of the outstanding common stock.<< The owners are already "identified" by virtue of thier %50 ownership of the preferred. Their conversion must be reported anyway so the %4.99 limit does nothing EXCEPT LIMIT THE NUMBER OF SHARES THAT CAN BE ISSUED. >>According to the Securities Exchange Act of 1934, an insider is defined as an officer or director of a public company, or an individual or entity owning 10% or more of any class of a company's shares.<< >>Do you understand that when I short sell FIBRD, and subsequently buy back I am not a "beneficial owner" of the stock?<< No, in fact I understand exactly the opposite. If you hold a short position and you buy, your "benefit" is the cancellation of that short position. Closing a short is not instantaneous. You must buy the shares and deliver them against you short position, in the interim you are a beneficial owner. The %4.99 limit is a protection against dilution, there is no other reason for it. You can believe whatever you like, but that doesn't make it so. Bryon