Craig,
You doubt the 12.2 million plus share dilution. Read the filings and you will see:
" (d) Each issued and outstanding share of capital stock of the Purchaser shall be converted into one share of common stock of the Surviving Corporation.
(e)Each outstanding Option to purchase shares of Company Capital Stock issued pursuant to the Company's 1997 Amended Stock Option Plan and the Company's MVP Stock Option Plan (the "Company Option Plans"), whether or not vested or exercisable, shall be assumed by Amazon.com and shall constitute an option to acquire, on the same terms and conditions as were applicable under such assumed Option, a number of shares of Amazon.com Common Stock equal to the product of the Exchange Ratio and the number of shares of Company Capital Stock subject to such Option (the "Option Shares"), at a price per share (rounded up to the nearest $.001) equal to the aggregate exercise price for the shares of Company Capital Stock subject to such Option divided by the number of full shares of Amazon.com Common Stock deemed to be purchasable pursuant to such Option; provided, however, that (i) subject to the provisions of clause (ii) below, the number of shares of Amazon.com Common Stock that may be purchased upon exercise of such Option shall not include any fractional shares and, upon the last such exercise of such Option, Amazon.com "
"5.12 OPTION AGREEMENTS
Amazon.com shall have executed an option agreement substantially in the forms of Exhibit 5.12 with each of the individuals set forth on Schedule 5.12 in which each individual will be granted options to purchase the number of shares of Amazon.com Common Stock set forth opposite his name on such Schedule.
ARTICLE VI - COVENANTS "
"2.3 CAPITALIZATION
L(a) The authorized capital stock of the Company consists of 15,000,000 shares of Company Common Stock and 5,150,000 shares of preferred stock, par value $0.001 per share, of which 1,150,000 shares are designated as Company Series A Stock, 2,000,000 shares are designated as Company Series B Stock and 2,000,000 shares are designated as Company Series C Stock.
(b) As of the date of this Agreement, the issued and outstanding capital stock of the Company consists solely of 7,511,249 shares of Company Common Stock, 1,150,000 shares of Company Series A Stock, 1,949,726 shares of Company Series B Stock and 1,016,787 shares of Company Series C Stock (the "Outstanding Shares"), which are and as of the Closing will be held of record and, to the knowledge of the Company, beneficially by the stockholders of the Company as set forth on Schedule 2.3(b) to the Disclosure Memorandum. The Outstanding Shares are, and immediately prior to the Closing will be, duly authorized and validly issued, fully paid and nonassessable, and issued in compliance with all applicable federal, state and foreign securities laws. To the knowledge of the Company, no Person (as defined in Section 2.5 hereof) other than the stockholders of the Company holds any interest in any of the Outstanding Shares. True and correct copies of the stock records of the Company, showing all issuances and transfers of shares of capital stock of the Company since inception, have been provided to Amazon.com.
(c) As of the date of this Agreement, other than (i) Options to purchase up to 2,313,330 shares of Company Common Stock which have been granted under the Company Option Plans and (ii) warrants to purchase up to 38,676 shares of Company Series C Stock (the "Warrants"), there are no outstanding rights of first refusal or offer, preemptive rights, options, warrants, conversion rights or other agreements, either directly or indirectly, for the purchase or acquisition from the Company or any stockholder of any shares of Company Capital Stock or any securities convertible into or exchangeable for shares of Company Capital Stock. Set forth on Schedule 2.3(c) to
-9-
the Disclosure Memorandum is a spreadsheet accurately reflecting the number of such Options and Warrants outstanding, the grant dates, vesting schedules and exercise prices thereof, the principal terms of Convertible Notes, and, in each case, the identities of the holders and an indication of their relationships to the Company. The Company has delivered to Amazon.com true and correct copies of the Company Option Plans, the form of stock option agreements relating to Options granted thereunder, all Warrant certificates, all Convertible Notes and all material deviations therefrom.
(d) The Company is not a party or subject to any agreement or understanding, and, to the knowledge of the Company, there is no agreement or understanding between any Persons that affects or relates to the voting or giving of written consents with respect to any securities of the Company or the voting by any director of the Company. No stockholder of the Company or any affiliate thereof is indebted to the Company, and the Company is not indebted to any stockholder of the Company or any affiliate thereof. The Company is not under any contractual or other obligation to register any of its presently outstanding securities or any of its securities that may hereafter be issued. "
I pulled out the excerpt from the 8K filing on August 3, 1998. I placed the entire document at:
toolcity.net
The document is uneditied. You may also locate this document on Edger online.
Glenn
PS Please feel free to correct my if my calculations are wrong. I would like to know. Amazon has a tendency to hide information in their filings. For example, if anyone can located the attached spreadsheet with the vested options, please let me know. The numbers are there but who receives what shares is out guess as far as I cann tell. I do not see why the attached spreadsheet could not be placed in the filing. |
