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Technology Stocks : IMAL - Online Shopping Mall -- Ignore unavailable to you. Want to Upgrade?

To: Anthony@Pacific who wrote (76)	12/22/1998 11:36:00 PM
From: John Sanderson	Read Replies (1) \| Respond to of 399

Check out this SEC filling. 4 million shares out of lock-up on Dec 19th. News release today. Just a considence? I think Not! SHARES ELIGIBLE FOR FUTURE SALE Of the approximately 19,740,687 shares of Common Stock estimated to be outstanding (on a fully diluted basis including shares issuable upon the exercise of outstanding Warrants and upon conversion of the Series A Convertible Preferred Stock), approximately 10,731,661 shares (including for this purpose an estimated 3,469,500 shares of Common Stock issuable upon the exercise of the Warrants and 6,945,000 shares of Common Stock issuable upon conversion of the Series A Convertible Preferred Stock) will have been registered under the Securities Act and/or otherwise freely tradeable, subject to lock-up agreements among certain Selling Securityholders and Commonwealth (see "SHARES ELIGIBLE FOR FUTURE SALE"). Approximately 2,068,000 shares of Common Stock will be tradeable subject to the one-year holding period restrictions under, and compliance with the other requirements of Rule 144. Certain of the officers, directors and shareholders of the Company holding in the aggregate 4,208,667, shares of Common Stock have entered into lock-up agreements with Commonwealth in connection with the Private Placement, which lock-up expires on December 19, 1998. Any future sale of such shares could have an adverse effect on the market, if any, for the Company's Common Stock. The Selling Securityholders beneficially owning at least __________ shares of the Series A Convertible Preferred Stock have agreed, pursuant to lock-up agreements (the "Preferred Lock-Up"), not to, directly or indirectly, offer, sell, contract to sell, grant any option to purchase or otherwise dispose of any Series A Convertible Preferred Stock or shares of Common Stock issuable upon conversion of the Series A Convertible Preferred Stock (together, the "Preferred Securities") or, in any manner, transfer all or a portion of the economic consequences associated with the ownership of the Preferred Securities (other than pursuant to market making or block trade transactions through Commonwealth (the "Trades")), without the prior written consent of Commonwealth at any time prior to the earlier of: (i) March 31, 1999 or (ii) December 23, 1998, if sales pursuant to the Trades have not been consummated on or prior to such date. The foregoing notwithstanding, such holders may convert any or all Series A Convertible Preferred Stock into shares of Common Stock (subject to the Preferred Lock-Up) and thereafter transfer such shares of Common Stock free of the restrictions of the lock-up after the first date on which the closing bid price of the Common Stock as reported by Nasdaq has exceeded, on three consecutive trading days, 125% of the price at which the Common Stock is first sold to the public in the Trades. Subject to certain conditions, the officers and directors of the Company and two other shareholders have agreed to lock up all of the securities they beneficially own on the same terms as the Preferred Lock-Up.