Silicon Investor (SI) -- The First Internet Community

STOCKTALK

We've detected that you're using an ad content blocking browser plug-in or feature. Ads provide a critical source of revenue to the continued operation of Silicon Investor. We ask that you disable ad blocking while on Silicon Investor in the best interests of our community. If you are not using an ad blocker but are still receiving this message, make sure your browser's tracking protection is set to the 'standard' level.

Technology Stocks : Zitel-ZITL What's Happening -- Ignore unavailable to you. Want to Upgrade?

To: Daniel Chisholm who wrote (17231)	10/6/1998 9:51:00 AM
From: A. K. Giddings	Respond to of 18263

From the 8-K - It looks like there may be some selling sooner rather than later --- Section 6. CONVERSION OF PREFERRED SHARES. As promptly as practicable on or following the date hereof, Shareholder shall deliver or cause to be delivered to the Company all shares of Preferred Stock Beneficially Owned by such Shareholder, together with written instructions directing the Company to cause such shares to be converted into shares of Common Stock in accordance with the applicable provisions of the Company's Articles of Incorporation and in full satisfaction of all rights pertaining to such shares of Preferred Stock, such conversion to be effective no later than the business day immediately preceding the Effective Time of the Millennium Merger.

To: Daniel Chisholm who wrote (17231)	10/6/1998 10:23:00 AM
From: Steven M. Kaplan	Read Replies (3) \| Respond to of 18263

Why Zenith? There is nothing fishy about that. They need to form this holding company in order to effectuate the merger of a public and a private company so that the shares of the new entity remain publicly tradeable: The four most common types of mergers are the standard two-party, multi-party, triangular and reverse triangular mergers.8 The mechanics of these transactions are as follows: · Triangular Merger: Corporation A forms a subsidiary, S, into which T is merged. A is the sole stockholder of S and votes all of its stock in favor of the merger. The effect is that T is merged into S, a wholly-owned subsidiary of A, and the outstanding shares of S, which remain outstanding, as well as the shares of A are unaffected by the merger. The shares of stock of T outstanding immediately prior to the effective time of the merger are converted into stock or other securities of A, cash or another form of permissible consideration. · Reverse Triangular Merger: In a reverse triangular merger, the merger is effectuated in the same manner as a triangular merger, except that S is merged into T.