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Technology Stocks : VALENCE TECHNOLOGY (VLNC) -- Ignore unavailable to you. Want to Upgrade?

To: Mark Johnson who wrote (5912)	12/12/1998 10:35:00 AM
From: HQ	Read Replies (1) \| Respond to of 27311

NEWS: SEC 424B3 filed on 12/10 VLNC just filed another prospectus for 2,588,829 shares of common. This is not listed as an 'amendment' as was the S-3/A on 12/1. However, the number of common is identical, as are the breakdowns into the preferred and warrants. Excerpt is below for the new filing. Question: Is anyone here familiar with what a '424B3' is, as opposed to the previous S3, etc? --------------------------------------------------------------------------------------------------- excerpt: This prospectus relates to the offer and resale by the persons listed herein under "Selling Securityholders" of a total of 2,588,829 shares of Common Stock (the "Shares"), with a par value of $0.001 per share, of which (i) up to 1,904,314 shares are issuable upon conversion of shares of Series A Preferred Stock of Valence Technology, Inc. ("Valence" or the "Company"), (ii) up to 535,261 are issuable upon exercise of warrants issued by the Company pursuant to the Private Placement, and (iii) up to 149,254 shares issuable upon exercise of warrants issued by the Company in connection with an amendment to a loan agreement entered into concurrently with the Private Placement. The holders of the Series A Preferred Stock and the warrants to purchase Common Stock are collectively referred to herein as the "Selling Securityholders." Each share of Series A Preferred Stock is convertible into a number of shares of Common Stock equal to the quotient obtained by dividing (i) one thousand plus the product of 60x(N/365), where N is equal to the number of days from the closing to, and including, the date of conversion, by (ii) a conversion price which is $6.03 per share until July 28, 1999 (or January 27, 1999 in the event the Company has not signed and announced a material contract or contracts for the sale of batteries by January 27, 1999). After the applicable date, the conversion price will be the lower of $6.03 and 101% of the average of the two (2) lowest of the closing bid prices of the Common Stock for a period of 10-15 consecutive trading days ending on the trading day immediately preceding the conversion date (the "Variable Conversion Price"). When the variable Conversion Price is applicable, the number of shares of Common Stock issuable upon conversion will be inversely proportional to the market price of the Common Shares at the time of conversion at any time when the market price is less than $6.03 (i.e., the number of shares will increase as the market price of the Common Shares decreases); and, except with respect to certain redemption rights of the Company for the Series A Preferred Stock and the limitation under Nasdaq SmallCap regulations which limit the aggregate amount of Common Shares which the Company may issue at a discount from market price upon conversion of the Series A Preferred Stock and exercise of Warrants without stockholder approval (which stockholder approval the Company has agreed to request), there is no cap on the number of shares of Common Stock which may be issued. In addition, the number of Common Shares issuable upon the conversion of the Series A Preferred Stock and the exercise of Warrants is subject to adjustment upon the occurrence of certain dilutive events. The Selling Securityholders, directly or through agents, broker-dealers or underwriters, may sell the Shares offered hereby from time to time on terms to be determined at the time of sale. Such Shares may be sold at market prices prevailing at the time of sale or at negotiated prices. The Selling Securityholders and any agents, broker-dealers or underwriters that participate with the Selling Securityholders in the distribution of the Shares may be deemed to be "underwriters" within the meaning of the Securities Act and any commission received by them and any profit on the resale of the Common Stock purchased by them may be deemed to be underwriting discounts or commissions under the Securities Act. Each of the Selling Securityholders reserves the right to accept and, together with their agents from time to time to reject, in whole or in part, any proposed purchase of Shares to be made directly or through agents. The Company will not receive any proceeds from the sale of Shares by the Selling Securityholders. See "Selling Securityholders" and "Plan of Distribution."