To: clarence wills who wrote (134 ) 3/24/1999 11:18:00 PM From: Stu Read Replies (1) | Respond to of 343
Some information about the warrants taken from the SB-2: This is an initial public offering of 1,200,000 units of Digital Lava Inc. Each unit consists of two shares of common stock and one redeemable common stock purchase warrant. The common stock and the warrants will be separately tradeable immediately following the completion of this offering. No public market currently exists for the units. We anticipate that the initial public offering price will be $15.10 per unit, which consists of $7.50 per share for each of the two shares of common stock and $.10 per warrant. The common stock and the warrants have been approved for listing on the American Stock Exchange under the symbols "DGV" and "DGV.WS," respectively. ... The representative's warrants (the representative being Dirks & Company, Inc.) may affect our ability to raise additional capital. Upon the consummation of the offering, we will sell to the representative and/or its designees, for nominal consideration, warrants to purchase up to 240,000 shares of common stock and/or 120,000 warrants. The holders of the representative's warrants will have, at nominal cost, the opportunity to profit from a rise in the market price of the common stock and/or warrants without assuming the risk of ownership, with a resulting dilution in the interest of other security holders. As long as the representative's warrants remain unexercised, our ability to obtain additional capital might be adversely affected. Moreover, the representative may exercise the representative's warrant at a time when we would, in all likelihood, be able to obtain any needed capital through a new offering of our securities on terms more favorable than those provided by the representative's warrants. Our redemption of the warrants may force holders to make an investment decision before they are ready. Commencing 18 months after the date of this prospectus, the warrants will be subject to redemption. If we decide to redeem the warrants, holders of the warrants will lose their rights to purchase shares of common stock issuable upon exercise of the warrants unless the warrants are exercised before they are redeemed. Upon receipt of a notice of redemption, holders may be forced to make an investment decision regarding their warrants before they are ready to do so.