Minor correction re: 424B3
After digging around, here are the names of the types of filings related to the financing of July '98:
Dec 10 1998 424B3: PROSPECTUS CHANGES OR ADDITIONS
Dec 1 1998 S-3/A: AMENDED REGISTRATION STATEMENT
Oct 26 1998 S-3/A: AMENDED REGISTRATION STATEMENT
Aug 26 1998 S-3: REGISTRATION STATEMENT
So the filing of 12/10 is a revision in some form or other, but I haven't yet found the difference from the 12/1 amendment.
FYI, here is the extract from the end of the 12/10 filing, showing the breakdown of the shares. BTW, it also stated that:
"The approximate number of record holders of the Company's Common stock as of November 1, 1998, was 712."
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excerpt:
12. SELLING SECURITYHOLDERS
The following table sets forth the names of the Selling Securityholders,
the number of shares of Common stock owned by each of them as of the date of
this Prospectus and the number of Shares which may be offered pursuant to
this Prospectus. The information is based up information provided by or on
behalf of the Selling Securityholders. The Selling Securityholders may offer
all, some or none of their Shares.
column 1: Common Stock Beneficially Owned Prior to Offering (1)
column 2: Common Stock Offered Hereby
column 3: Beneficially Owned After Offering (2)
column 4: Percent (2)
Name
------------------------
CC Investments, LDC (3) -- 1,321,958 --- 2,352,075 --- 0 --- 0
Gemini Capital LLC (4) -- 0 --- 87,500 --- 0 --- 0
Baccarat Electronics, Inc. (5) -- 4,574,414 --- 149,254 --- 4,425,160 --- 17.1%(6)
-----------------------
(1) Beneficial ownership is determined in accordance with the Rules of the
SEC and generally includes voting or investment power with respect to
securities. Except as otherwise indicated by footnote, and subject to
community property laws where applicable, the persons named in the table have
sole voting and investment power with respect to all shares of Common Stock
shown as beneficially owned by them.
(2) Assumes the sale of all Shares offered hereby.
(3) Includes warrants to purchase 52,415 shares of Common Stock at a price
of $6.78 per share and 1,269,543 shares issuable upon conversion of shares of
Series A Preferred Stock. Castle Creek Partners LLC as the investment advisor
to CC Investments, LDC, has voting control and investment discretion over the
securities held by CC Investments, LDC. Pursuant to the terms of the Series A
Preferred Stock and such warrants, no holder thereof can convert or exercise
any portion of such Series A Preferred Stock or the warrants if such
conversion would increase such holder's beneficial ownership of Common Stock
to in excess of 4.9%. Absent such limitation, the number of shares of Common
stock issuable upon exercise of the warrants would have been 447,761, which,
together with the shares issuable upon conversion of Series A Preferred Stock
held by CC Investments, LDC, would constitute 6.4% of the outstanding shares
of Common Stock. Pursuant to the regulations of the National Association of
Securities Dealers, in the absence of stockholder approval, the aggregate
number of shares of Common Stock issuable at a discount from market price
upon conversion of the Series A Preferred Stock may not exceed 19.99% of the
outstanding shares of Common Stock. Unless stockholder approval is obtained
to issue Common Stock in excess of the maximum amount set forth above, the
holder of the Series A Preferred Stock will not be entitled to acquire more
than its proportionate share of such maximum amount. Any Series A Preferred
Stock which may not be converted because of such limitation must be redeemed
by the Company. The number of shares of Common Stock registered pursuant to
this Registration Statement on behalf of CC Investments, LDC and the number
of shares of Common Stock offered hereby by such holder have been determined
by agreement between the Company and such Selling Securityholder. Because the
number of shares of Common Stock that will ultimately be issued upon
conversion of the Series A Preferred Stock is dependent, subject to certain
limitations, upon the average of certain closing bid prices of the Common
Stock prior to conversion, as described above, and certain antidilution
adjustments, such number of shares of Common Stock (and therefore the number
of shares of Common Stock offered hereby) cannot be determined at this time.
(4) Gemini Capital LLC acted as placement agent in the private placement
of Series A Preferred Stock of the Company, for which it received a
commission of $375,000 and a warrant to purchase 87,500 shares of Common
Stock at an exercise price of $4.9375 per share.
(5) Represents shares issuable to Baccarat Electronics, Inc. upon exercise
of warrants to purchase up to 149,254 shares of Common Stock at an exercise
price of $6.7838 per share. Baccarat Electronics is a corporation of which
Carl Berg, a director of the Company, is President and principal stockholder.
The number of shares owned prior to the offering compromises 1,222,825 shares
held by Baccarat Electronics, Inc.; 150,000 shares held directly by Mr. Berg,
77,338 shares issuable upon exercise of options held by Mr. Berg exercisable
within 60 days of November 1, 1998; 2,499,997 shares held by Baccarat
Development Partnership, for which Mr. Berg serves as the President of the
corporate general partner; 300,000 shares held by West Coast Venture Capital,
of which Mr. Berg is president and principal stockholder; 105,000 shares held
by Berg & Berg Enterprises, Inc.; and 70,000 shares held by Berg & Berg
Profit Sharing Trust. The warrants were issued in connection with Amendment
No. 5 to a Promissory Note and Loan Agreement between Baccarat Electronics
and the Company, dated as of July 27, 1998.
(6) Based on 25,649,800 shares of Common Stock outstanding on November 1,
1998, adjusted as required by rules promulgated by the Commission. |
