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Technology Stocks : Identix (IDNX) -- Ignore unavailable to you. Want to Upgrade?

To: R. Jaynes who wrote (12448)	2/11/1999 3:29:00 PM
From: David	Read Replies (1) \| Respond to of 26039

A couple of minor points off the S-4A . . . Merger expenses were estimated at $600,000. This is probably on the low side, perhaps because neither company used an investment banker. That may also help explain why there weren't any odd trades in the stock . . . . In terms of restricted shares, my calculation is that the IDT principals will have 61.8% of the fully diluted IDT shares at the time the merger closes. They are restricted in IDX for one year. Of the remaining shares, except for holders of less than 1,000 shares, half of the shares are restricted (10% in escrow and 40% restricted) for a year. So of the new 5.05M shares, about 61.8% plus about 39.2%/2 or about 80.9% will be restricted for one year. The reason, according to the S-4A, is that "Identix wanted to stage the timing by which these shares could be sold into the open market." On top of that, another 400,000 shares in options will be provided to insiders. This has the short term effect of increasing insider control of the company and lessening the fairly remote possibility of a hostile takeover within the next year, although (including ASCOM) insider control only rises from the neighborhood of 30% to less than 40% of outstanding shares. Employee ownership may raise that percentage slightly.