Will someone send this to Yahooter See2 to wise him up...John G also
Maybe most lurkers already know what is behind the recent TRBD filing.
It would appear that restricted shares, from conversion of Series A Preferred Stock
or exercise of warrants
accompanying previous financing needed to be registered. The company has, evidently
chosen to register these securities by prospectus, which seems to moi, to be a MORE HONORABLE
and more fully disclosing way to conduct business...not an endless stream of 144 filings
THESE ARE NOT NEW SHARES. They will mean, however, to the extent shares are sold,
an increase in the float.
The holders of these shares noted below (from the S-1 filing) are now eligible to sell
their shares. The filing does not, IMO, mean that all these shares are going to hit the
market in the near future.
< SELLING STOCKHOLDERS
The following table sets forth the name of each Selling Stockholder and
(i) the number of Warrant Shares owned by each Selling Stockholder as of July
15, 1998, (ii) the amount of Common Stock owned by each Selling Stockholder
as of July 15, 1998, and (iii) the maximum amount of Common Stock which may
be offered for the account of such Selling Stockholder under this Prospectus.
None of the Selling Stockholders has held any position or office or has had
any other material relationship with the Company, its predecessors or its
affiliates within the past three years.
<TABLE>
<CAPTION>
Common
Number Stock Common
of Owned Stock Percentage of
Name of Selling Warrant Prior to the Offered Outstanding
Stockholder Shares Offering(1) Hereby Common Stock
--------------------------------- -------- ------------
<S> <C> <C> <C> <C>
CC Investments LDC 52,000 52,000 *
Lionheart Global Appreciation 207,425 207,425 *
Parthanon Investment Corporation 37,500 37,500 37,500 *
Successway Holdings, Ltd. - 139,935 139,935 *
Fisher Capital Ltd.(2) 252,850 262,600 262,600 *
Wingate Capital Ltd.(2) 136,150 141,400 141,400 *
ORD, L.L.C.(2) 40,000 40,000 40,000 *
</TABLE>
-------------------
* Less than 1%.
(1) The information is provided as of July 15, 1998 and assumes the exercise
by the Selling Stockholders of all Warrants.
(2) Citadel Limited Partnership is the managing general partner of NP
Partners (formerly Nelson Partners ("Nelson")) and the trading manager of
each of Olympus Securities, Ltd. ("Olympus"), Fisher Capital Ltd., Wingate
Capital Ltd. and ORD, L.L.C. (collectively, the "Citadel Entities") and
consequently has voting control and investment discretion over securities
held by the Citadel Entities. The ownership information for each of the
Citadel Entities does not include the ownership information for the other
Citadel Entities. The ownership information listed in the table above also
does not include 36,620 shares of Common Stock beneficially owned by Nelson
and 75,270 shares of Common Stock beneficially owned by Olympus. Citadel
Limited Partnership and each of the Citadel Entities disclaims beneficial
ownership of the securities held by the other Citadel Entities.
The Selling Stockholders may, pursuant to this Prospectus, offer all or
some portion of the Common Stock that they acquired upon conversion of the
Series A Preferred Stock or exercise of the Warrants. Accordingly, no
estimate can be given as to the amount of the Common Stock that will be held
by the Selling Stockholders upon termination of any such sales. In addition,
the Selling Stockholders identified above may have sold, transferred or
otherwise disposed of all or a portion of their Series A Preferred Stock or
their Warrant Shares since the date on which they provided the information
regarding their Series A Preferred Stock, Warrant Shares and Common Stock in
transactions exempt from the registration requirements of the Securities Act.
See "Plan of Distribution."
The Selling Stockholders may from time to time offer and sell pursuant
to this Prospectus any or all of the Common Stock issuable upon conversion of
the Series A Preferred Stock or exercise of the Warrants. The term Selling
Stockholder includes the holders listed in any Supplement hereto and the
beneficial owners of the Series A Preferred Stock, the Warrants and their
transferees, pledges, donees or other successors. Any such Supplement will
contain certain information with respect to the Selling Stockholders and the
respective number of shares of Common Stock beneficially owned by each
Selling Stockholder that may be offered pursuant to this Prospectus. Such
information will be obtained from the Selling Stockholder.>
What is more germane, and mildly troubling to me, are two items from the recent press release:
1. what does this language mean <Payment for the shipment will be through Direct
Bank to Bank Financing and appropriate Export Credit Guaranty>?
2. does anyone else think that $2 million is a small price to pay for 1400 units?
The average price is about $1500/unit and the company is also sending personnel to aid
installation, presumably at company expense.
Hope the table formats ok. Tell the Yahoodiot that these are NOT insider sales.
If I'm missing something please set it straighter.
MikeC |
