To: Dr. Bob who wrote (2145 ) 1/29/1999 8:52:00 PM From: john harris Respond to of 3347
Hi Dr. Bob, welcome back! I think it is a good exercise to look back on each and every investment one makes and try to analyze why it was either a failure or a success. What clues were missed in the failure? What clues were caught in the success? One clue is to look at the financing organizations and the structure of the financings that are propping up the cash flow statements of your chosen investment prospect. In the case of FONX, they had rounded up the usual suspects of financing organizations that appear in failed companies. The financings were only made because the financing cos. were guaranteed discounts to the market value at time of stock acquisition. I encourage all to go back to the S-3's over the past 2 years and check out the "Selling Shareholders" names, remember them. Think twice (do your most serious research) before you invest in companies that use them. Another clue is finding wild priced "lock up agreements" that have no legal enforcement. I refer to my post in June,1997exchange2000.com <<<<2. Insider lockouts at $15 and warrants for engineers at excercisable when stock reaches $37.5>>>>Mark Cox I've discussed, in my prior post, the lack of legal substance behind these "lock-up"announcements. They, in effect, do no "locking up" at all other than to lock up an image in the minds of the small investor. And another post at the same time:exchange2000.com <<<<8.What's wrong with a share lock up agreement. This is a useful, 'shareholder friendly' point.>>>>>>Mark CoxI assume that you are talking about what is commonly called "the engineer's agreement". If you are talking about the Voting Trust agreement by SCC and Beesmark, that's okay because I was referring to both. These agreements can be amended at any point in time. In fact, the SCC agreement has been amended several times, once to raise the lock-up ante to $15/share from $10/share. And why not? They(both SCC folks and the engineers) are restricted by SEC regs from selling their shares for at least one year anyway. Care to place bets on how soon after expiration of the holding period that these "lock-up" clauses disappear? If you have doubts about the above please give outside corporate counsel, Jeffrey Jones, a call in Salt Lake City. I'm sure he'll agree.