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Technology Stocks : shopping.com (IBUY) -- Ignore unavailable to you. Want to Upgrade?

To: afrayem onigwecher who wrote (321)	12/24/1998 12:43:00 AM
From: SteelerStu	Read Replies (4) \| Respond to of 435

do you know when in 1999 the restricted shares can be sold --- and when is the funding to be completed which will get us NASDAQ listing.

To: afrayem onigwecher who wrote (321)	12/28/1998 8:14:00 AM
From: Arcane Lore	Read Replies (1) \| Respond to of 435

Me: This increase of almost 2 million shares includes nearly 1.8 million free trading shares from the conversion of the floorless. More importantly, it appears that all of the nearly 2 million shares are free trading. If so, then the free trading float is 3.3 million or so You: this statement is totally NOT TRUE and there is no more than 1.3 m shares im the float and the balance is 144 restricted shares until registration will become effective some time in 1999 Sorry - but your "is totally NOT True" statement is itself not true. It is unclear whether you believe they are restricted in the rule 144 sense or because you believe they are unregistered (in which case unregistered rather than restricted is the appropriate term). Let's take the rule 144 case first: In the Nov. 27 S-1 for the floorless debentures ( sec.gov ), I see no statement indicating the convertible shares are restricted nor would the people who negotiated this very favorable (to the holders of the floorless) form of financing be likely to accept restricted shares. If you believe this is incorrect, please reproduce the corresponding statement from an Edgar filing and indicate its source here. Lest you think that mention of restrictions on the shares on the convertible might have been simply omitted, note that the debentures have associated warrants which are explicitly noted as being restricted. I have omitted until now the most obvious reason these are not restricted shares, namely the fact that this Edgar filing is a S-1 registration statement. Rule 144 provides an exemption from registration for a "person other than an issuer, underwriter or dealer" (with eventual registration coming via form 144). I assume you are not questioning the statement that 1.8 million shares resulted from conversion of the floorless. The statement that 1.8 shares were issued via conversion is from the recent 10-Q. As noted above, you may be basing your contention that the shares are restricted based on what I believe is an erroneous assumption that the shares are unregistered. In point of fact, the relevant law appears to indicate that registration occurs 20 days after the filing of the registration statement (or earlier) unless the SEC has a problem with the filing (I assume you're not suggesting that SEC had such a problem <g>). The specific language covering registration reads as follows: Except as hereinafter provided, the effective date of a registration statement shall be the twentieth day after the filing thereof or such earlier date as the Commission may determine, having due regard to the adequacy of the information respecting the issuer theretofore available to the public, to the facility with which the nature of the securities to be registered, their relationship to the capital structure of the issuer and the rights of holders thereof can be understood, and to the public interest and the protection of investors. If any amendment to any such statement is filed prior to the effective date of such statement, the registration statement shall be deemed to have been filed when such amendment was filed; except that an amendment filed with the consent of the Commission, prior to the effective date of the registration statement, or filed pursuant to an order of the Commission, shall be treated as a part of the registration statement. law.uc.edu An initial registration statement for 2,334,500 shares arising from the convertible debentures was filed on Aug. 18, 1998: sec.gov I am unaware of any reason registration would not have become effective 20 days after Aug. 18. The number of shares covered by the original S-1 was more than enough to cover the 1.8 million shares issued in December. One final thought concerning the registration of these shares. If they really weren't registered, IBUY would likely be facing a major lawsuit on its hands from the holders of the convertibles - My reading of the convertible debenture deal is that the company was responsible for registering the shares: The Investors have registration rights which require the Company to register at least 200% of the shares which would be issuable upon a conversion and exercise at the time of filing this Registration Statement. (From the Aug. 18 S-1)