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To: French Bikini who wrote (4826)	12/16/1998 10:19:00 PM
From: andrew peterson	Respond to of 11417

Actually I'm a bit confused about these two filings. If you go back to the proxy form for the vote from the annual shareholders meeting (you can look at it at: sec.gov, you can see the two ballot issues which seem to lay the groundwork for these filings: << 3. To consider and act upon a proposal to amend the Company's 1994 Employee Stock Option Plan to (i) increase the number of shares of Class A Common Stock reserved for issuance thereunder by 5,000,000 shares, and (ii) increase the maximum number of shares of the Company's Class A Common Stock covered by options that may be granted to any single individual in any fiscal year from 100,000 shares to 500,000 shares; 4. To consider and act upon a proposal to amend the Company's 1994 Non-Employee Directors Stock Option Plan to (i) increase the number of shares of Class A Common Stock reserved for issuance thereunder by 500,000 shares, and (ii) provide that options issued to non-employee directors under such plan vest on the date following the grant;>> The first of these I believe is for employee stock options. The second is for non-employee stock options. Although I'm confused though by the discrepancy between the 5 million in the proxy versus the 6 million in today's S-8, it sure looks to me like what the two S-8 filings are doing is registering those stock options so that they're available. Yesterday's filing for 500,000 shares (http://www.freeedgar.com/search/WL.asp?C=919013&F=S-8&D=12/16/1998) states: " This Registration Statement on Form S-8 relates to the registration of additional shares reserved for issuance under the registrant's 1994 Non-Employee Directors Stock Option Plan." Today's filing for 6,000,000 shares (http://www.freeedgar.com/search/WL.asp?C=919013&F=S-8&D=12/16/1998) states: " This Registration Statement on Form S-8 relates to the registration of additional shares reserved for issuance under the registrant's 1994 Stock Option Plan." So it doesn't look to me -- although I freely admit that I don't fully understand all of this very well -- that these two filings relate to financing of a buy-in nature. I think the 6,000,000 shares are in fact employee stock options. Which would seem to make them only somewhat, not extremely interesting. But I think we could all use some help here from someone who has a better understanding of these things. (Pure Folder are you out there?) One question I have is what it would take in terms of SEC filings to make a buy-in happen. Would it require an S-1, like the last RegD did? Anyone who can help us out here or who can correct any mistakes I may be making here is encouraged to jump in.