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Technology Stocks : VALENCE TECHNOLOGY (VLNC) -- Ignore unavailable to you. Want to Upgrade?

To: Zeev Hed who wrote (9272)	3/13/1999 7:02:00 PM
From: Pronichev	Respond to of 27311

Zeev: I am not suggesting that you did. I referenced you in my post to Bill because of your post of earlier today in which you said: "I do not think Bill is claiming that the company is fraudulent..." Perhaps you can shed some light (since he doesn't seem to want to), on what he DID mean when he said, "VLNC is a full-fledged stock promotion fraud"

To: Zeev Hed who wrote (9272)	3/13/1999 9:14:00 PM
From: LTK007	Read Replies (1) \| Respond to of 27311

Zeev,this is from a VLNC S-3(Dec.98)--why I freely admit I don't have a PHD in Mathematics--this does not inspire confidence epecially these words "there is no cap on the number of shares of Common Stock which may be issued" Isn't leading to castrophic dilution? Each share of Series A Preferred Stock is convertible into a number of shares of Common Stock equal to the quotient obtained by dividing (i) one thousand plus the product of 60x(N/365), where N is equal to the number of days from the closing to, and including, the date of conversion, by (ii) a conversion price which is $6.03 per share until July 28, 1999 (or January 27, 1999 in the event the Company has not signed and announced a material contract or contracts for the sale of batteries by January 27, 1999). After the applicable date, the conversion price will be the lower of $6.03 and 101% of the average of the two (2) lowest of the closing bid prices of the Common Stock for a period of 10-15 consecutive trading days ending on the trading day immediately preceding the conversion date (the "Variable Conversion Price"). When the variable Conversion Price is applicable, the number of shares of Common Stock issuable upon conversion will be inversely proportional to the market price of the Common Shares at the time of conversion at any time when the market price is less than $6.03 (i.e., the number of shares will increase as the market price of the Common Shares decreases); and, except with respect to certain redemption rights of the Company for the Series A Preferred Stock and the limitation under Nasdaq SmallCap regulations which limit the aggregate amount of Common Shares which the Company may issue at a discount from market price upon conversion of the Series A Preferred Stock and exercise of Warrants without stockholder approval (which stockholder approval the Company has agreed to request), there is no cap on the number of shares of Common Stock which may be issued. In addition, the number of Common Shares issuable upon the conversion of the Series A Preferred Stock and the exercise of Warrants is subject to adjustment upon the occurrence of certain dilutive events.