To: B. A. Marlow who wrote (555 ) 2/11/1999 7:20:00 AM From: Sam Sara Respond to of 1260
Lockup shares/SEC filing From 7/17/98 filing: <Upon completion of this offering, the Company will have outstanding an aggregate of 16,901,031 shares of Common Stock, assuming no exercise of any warrants or options and no exercise of the Underwriters' over-allotment option.Of these shares, 2,350,000 of the shares sold in this offering will be freely tradeable without restriction or further registration under the Securities Act,unless such shares are purchased by "affiliates" of the Company as that term is defined in Rule 144 under the Securities Act (the "Affiliates"). The remaining 14,401,031 shares of Common Stock held by existing stockholders are "restricted securities" as that term is defined in Rule 144 under the Securities Act("Restricted Shares"). Restricted Shares may be sold in the public market onlyif registered or if they qualify for an exemption from registration under Rule144 or 701 promulgated under the Securities Act, which rules are summarizedbelow. All officers, directors, stockholders and option holders of the Company and a purchaser of 150,000 shares sold in this offering have agreed not to offer, pledge, sell, contract to sell, sell any option or contract to purchase,purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly (or enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of), any shares of Common Stock or any securities convertible into or exercisable or exchangeable for shares of Common Stock, for a period of 180 days after the date of this Prospectus...> This was issued on 7/17/98. I assume then (correct me if I am wrong)that over 14 million shares will now be eligible to be sold on 2/17/98 (6 months, or 180 days after this prospectus was filed). Even if only 5% of these shares are sold, that is 700,000 shares (give or take a few). This has to cause a significant downward pressure on stock price. A final question- are these shares now added to the float, or does the float increase incrementally as these shares enter the market? NOTE: I am NOT a current stockholder, and am NOT trying to short this stock with this post. This little post will do nothing to stock price- I am only posting interesting data, and would like to hear thoughts on this subject from others. Please spare me any accusatory flames.