To: FMK who wrote (6507 ) 12/31/1998 12:30:00 AM From: Larry Brubaker Read Replies (2) | Respond to of 27311
<<Regarding the financial situation, I heard it was far from "precarious". Remember that the recent s3 was to register the results of a much improved financing package.>> Fred, Are you serious? The S-3 is brimming with warnings about the precarious state of VLNC finances: For example, negative working capital, doubt about the company's ability to continue as a going concern, dilution potential of the floorless financing, need to raise additional capital, uncertainty of the ability of the company's ability to commercialize its product, uncertainty of market acceptance of its product, risk of competition, etc. You now describe the package as "much improved" when you never acknowledged it needed improvement in the past. It is improved in that it removed the imminent floorless conversion option, but it still has a floorless option beginning July 28, as you know. A question. It has been stated on this thread that Castle Creek was forced to change its terms in order to continue to participate in financing. This suggests VLNC is now in the driver's seat in dealing with sources of funds. The question: if VLNC's situation is so much improved, why did they not eliminate floorless financing altogether, either with Castle Creek or someone else? An observation. You have suggested the worrisome language of the S-3 was simply cut and pasted from previous documents. Besides other changes from previous documents I previously pointed out, there was one other subtle change. In previous documents, only the first sentence of the following statement was capitalized. Now this entire statement is capitalized. So, somehow, whoever was making changes to this document, who did not see the need to update the names of the company officers, felt the need to give greater emphasis to this statement: AN INVESTMENT IN THE SHARES OF VALENCE COMMON STOCK BEING OFFERED BY THIS PROSPECTUS INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD NOT MAKE SUCH AN INVESTMENT IF YOU CANNOT AFFORD THE LOSS OF YOUR ENTIRE INVESTMENT. IN ADDITION TO THE OTHER INFORMATION IN THIS PROSPECTUS, YOU SHOULD CONSIDER CAREFULLY THE FOLLOWING FACTORS IN EVALUATING VALENCE AND ITS BUSINESS BEFORE PURCHASING ANY SHARES OF THE VALENCE COMMON STOCK.... I do believe it is possible for the company to withstand relatively intact the risk factors prominently set forth in the S-3. Provided there are no further delays, problems, redesigns, or other interventions by Mr. Murphy. They just might pull it off. But to describe the state of VLNC's finances as "far from precarious" is yet one more example of your lack of objectivity concerning this stock, IMHO.