To: booray who wrote (25173 ) 3/29/1999 8:53:00 PM From: StockDung Read Replies (1) | Respond to of 122087
Recent Suspension of Trading in the Company's Common Stock ---------------------------------------------------------- On December 9, 1998, an Internet publication published articles questioning the Company's reported equipment sale through Comdisco, Inc. (which recently filed a schedule 13G indicating that it beneficially owned 6.6% of the Company's common stock) to Crescent Communications. The articles implied that Crescent Communications did not exist, leading to the conclusion that the sale was not valid. The articles also discussed the filing of the Form S-3 Registration Statement indicating that numerous insiders were "poised to sell huge chunks" of their holdings. Immediately following the publication of these articles, the trading volume in the Company common stock reached approximately 2.2 million shares, a number significantly in excess of the historical trading level, and the Company common stock price declined more than 50%. As a result of the articles and the significant trading in the common stock, the Nasdaq National Market suspended trading in the Company common stock on Thursday, December 10, 1998. After the Company issued two press releases responding to the articles and further clarifying the transaction with Crescent Communications, the Nasdaq National Market resumed trading in the stock on Friday, December 11, 1998. Since the publication of the articles, the Nasdaq National Market and the Securities and Exchange Commission (the "Commission") have asked the Company to provide documents and other material about the Crescent Communications transaction. The Company is cooperating with both the Nasdaq National Market and the Commission in connection with these requests. However, because of the Commission's practice of keeping its inquiries confidential, the Company does not know the status of the inquiry. Inquiries by the Commission and/or the Nasdaq National Market may cause disruption in the trading of the Company's common stock and/or divert the attention of management. In addition, any adverse determination from these inquiries could have a material adverse effect on the Company. The public dialogue and inquiries have focused attention on Crescent Communications and Gene Curcio, its president. On September 24, 1998, the Company announced that it had signed a three-year equipment and service contract with Crescent Communications, Inc. valued at more than $37 million. As reported in the Company's December 10, 1998 press release, Comdisco, Inc. purchased the initial $12 million of equipment pursuant to Crescent's order and leased it to 5 Crescent. The Company was paid in full for that purchase by Comdisco and Comdisco cannot recover any of the $12 million purchase price from the Company if Crescent fails to make any lease payments due under Comdisco's lease agreement with Crescent. As previously disclosed, the Company has deferred recognition of approximately $2.5 million of this sale related to its equity interest in Crescent and amounts reserved for service contingencies. While the Company remains committed to Crescent's development and to delivering an additional approximately $16 million in equipment remaining under Crescent's network order, plus $9 million in services once Crescent's network is operational, it should be noted that Crescent's development is not within the Company's control and that such future sales and deliveries may or may not occur. Due diligence performed by the Company indicated that Crescent has letters of intent for more than 30 million minutes per month to international locations. The Company's future sales to Crescent will depend upon Crescent's ability to retain such minutes and to obtain additional commitments and translate those minutes and commitments into successful operations and cash flows. As with the initial delivery to Crescent, the Company does not intend to make any additional equipment deliveries without Crescent first obtaining third party financing, which has not yet been obtained. In responding to the December 1998 articles and follow-up questions from the Internet publication and in an effort to defend Crescent's right as a private company to refuse to discuss its business with the press, the Company made positive statements regarding Crescent and its founder, Mr. Curcio, relating to Crescent's entrepreneurial spirit and Mr. Curcio's 17 years of experience and beneficial contacts in the telecommunications business. When the Company entered into the equipment sale and services agreements with Comdisco and Crescent, the Company was aware that Mr. Curcio was an entrepreneur who had been involved with start-up companies, not all of which were ultimately successful. The Company's due diligence investigation regarding Crescent focused on Crescent's ability to obtain minutes to international locations and was not conducted for the purpose of evaluating Mr. Curcio's business history or individual creditworthiness. The Company did not and cannot warrant the individual business history of Crescent or its founder or that of any end user of its products. Because the Company will be providing the operational support for Crescent under a service contract, the Company did not and does not believe that such information materially relates to the benefits the Company is seeking from its relationship with Crescent.