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Non-Tech : Individual Investor Group (INDI) -- Ignore unavailable to you. Want to Upgrade?


To: lloyd bashaw who wrote (1009)2/14/1999 10:26:00 AM
From: mod  Respond to of 1129
 
You are incorrect. The stock has not been registered. A 13-D merely reports ownership, it does not register the stock. If you scroll down further in the document you cite, to the "Stock Purchase Agreement", you will see the language where it explicitly states the stock is NOT registered.

<<4. RESTRICTIONS ON TRANSFER.

4.1 Restrictions on Transfer. Buyer agrees that it will not sell, transfer, or otherwise dispose of any of the Shares, except pursuant to an effective registration statement under the Securities Act or an exemption from the registration requirements of the Securities Act and the Company has received an opinion of counsel satisfactory to the Company that such exemption is available.

4.2 Legend. Each certificate for the Shares shall bear the following legend: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY BE SOLD OR OTHERWISE TRANSFERRED ONLY IF SO REGISTERED OR IF AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE AND THE CORPORATION HAS RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION THAT SUCH EXEMPTION IS AVAILABLE.">>