I wonder how many insiders have accounts with Fantetti, the 144s I pull had many of the brokerage firms including the current one he works for. Has anyone though about any of the insiders being stockbrokers also? Here is a list. Dirty Rat Bastards. Lets get them.
SELLING STOCKHOLDERS
The Shares offered for sale pursuant to this Prospectus are shares of the
Company's Common Stock which may be acquired by the Selling Stockholders listed
below upon exercise of outstanding warrants and conversion of certain
convertible securities owned by the Selling Stockholders as set forth in the
table below:
Shares of Common Shares to be Owned After
Stock Owned Prior Shares the Offering*
to Offered for
Offering Sale Hereby
Number Percent
Ardent Research 582,625 236,250(1) 346,375 2.4%
Chesed Congregation 157,500 78,750(1) 78,750 +
Emerald International 73,500 36,750(1) 36,750 +
Europa International Inc. 105,000 52,500(1) 52,500 +
Michael Fantetti 358,125 118,125(1) 240,000 1.7%
James J. Fiedler 560,437** 183,750(1)(2) 376,687 2.6%
John Fife 206,850 157,500(1) 49,350 +
Maxwell H. Gluck Foundation 157,500 78,750(1) 78,750 +
Stuart Isen 105,000 105,000(1) 0 +
Ruth Ellen Keiser 26,250 13,125(1) 13,125 +
Aurel E. Mircea 63,000 31,500(1) 31,500 +
Montpellier Resources 136,500 68,250(1) 68,250 +
Steve Nassau 18,700 14,500(1) 4,200 +
Theodore Netzky 52,500 52,500(1) 0 +
Michelle Portner 2,625 1,313(1) 1,312 +
Stephen Portner 21,000 10,500(1)(3) 10,500 +
Praxis II Partners Inv. II 80,850 52,500(1) 28,350 +
George Salameh 10,700 3,350(1) 7,350 +
William J. Smith 68,250 34,125(1) 34,125 +
South Ferry #2 94,500 52,500(1) 42,000 +
Anthony D. Squeglia 42,230 15,750(1)(4) 26,480 +
Fred Stein 181,400 78,750(1) 102,650 +
Strategic Restructuring Fund 52,500 26,250(1) 26,250 +
Strategic Restructuring Partnership 538,650 262,500(1) 276,150 1.9%
U.S. Equity Portfolio 105,000 52,500(1) 52,500 +
Valor Capital Management 105,000 52,500(1) 52,500 +
Ronald N. Weiser Trust 105,000 105,000(1) 52,500 +
Comdisco, Inc 40,740 40,740(5) 0 +
Comdisco, Inc 78,750 78,750(5) 0 +
Comdisco, Inc 73,500 73,500(5) 0 +
First Bermuda Securities Ltd 38,889 38,889(6) 0 +
First Bermuda Securities Ltd 51,042 51,042(6) 0 +
Donald L Hawley 105,000 105,000(7) 0 +
Systeam, S.p.A. 127,733 127,733 (8) 0 +
JNC Opportunity Fund 551,118*** 2,561,096(9) 0 +
Gary Shemano 34,125 34,125(10) 0 +
Mitchell & Kristen Levine TTEE 17,063 17,063(11) 0 +
William & Mary Corbett 17,063 17,063(12) 0 +
Jesup & Lamont 70,000 70,000(13) 0 +
Charles Chandler 191,800 175,000(14) 16,800 +
Sydney B. Lilly 221,257 50,000(15) 171,257 1.2%
* Assumes resale of all shares of common stock offered hereby. For the purposes
of determining the percentage of ownership after the offering, it has been
assumed that all shares offered are issued except for the JNC Opportunity
Fund, where it has been assumed that 1,107,594 shares will be issued based
upon a conversion price of $6.32 per common share for the eventual conversion
of its preferred stock.+ Percentage of ownership is less than 1%
15
** Includes Mr. Fiedler's ownership of 350 Class B Units of Coyote
Technologies, LLC which are convertible into 192,937 shares of Company
common stock.
*** The Certificate of Designation governing the Series A Convertible Preferred
Stock issued to JNC on August 31, 1998 (the "Preferred Stock") prohibits
JNC from converting shares of the Preferred Stock (or receiving shares of
Common Stock as payment of dividends thereunder) to the extent that such
conversion would result in JNC beneficially owning in excess of 4.999% of
the outstanding shares of Common Stock following such conversion. Such
restriction may be waived by JNC upon not less than 75 days' notice to the
Company. The number of shares of Common Stock listed in this table as
beneficially owned by JNC represents the number of shares of Common Stock
issuable to JNC, (i) subject to the limitation set forth in the first
sentence of this footnote, upon conversion of 700 shares of the Preferred
Stock at an assumed conversion price of $6.32 (which price will fluctuate
from time to time based on changes in the market place of the Common Stock
and provisions in the formula for determining the conversion price), and
(ii) upon exercise of the warrant issued to JNC in conjunction with the
sale of the Preferred Stock for the purchase of 225,000 shares of Common
Stock at an exercise price of $8.01 per share (the "JNC Warrant") which,
because of a recent stock dividend declared by the Company, currently
entitles JNC to acquire 236,250 shares of Common Stock. Because the number
of shares of Common Stock issuable upon conversion of the Preferred Stock
and as payment of dividends thereon is dependent in part upon the market
price of the Common Stock prior to a conversion, the actual number of
shares of Common Stock that will be issued in respect of such conversions
or dividend payments, and, consequently, the number of shares of Common
Stock that will be beneficially owned by JNC, will fluctuate daily and
cannot be determined at this time.
(1) Represents shares of Common Stock, which will be received by the Selling
Stockholder upon exercise of outstanding warrants issued to the Selling
Stockholder on or about June 30, 1997. The warrants are exercisable at
$2.86 per share.
(2) Mr. Fiedler has been the Company's Chairman of the Board and Chief
Executive Officer since November 1996 and Chairman and Chief Executive
Officer of Coyote Technologies, LLC since September 1995.
(3) Mr. Portner has been a Director of Company's Board of Director since
September 1998.
(4) Mr. Squeglia has been the Company's Director of Corporate Communications
since May 1996.
(5) Represents shares of Common Stock which will be received by the Selling
Stockholder upon exercise of outstanding warrants issued to the Selling
Stockholder on March 26, 1998, June 26, 1998 and September 30, 1998. The
warrants issued on March 26, 1998 entitle the Selling Stockholder to
purchase 40,750 shares at an exercise price of $3.81 per share, the
warrants issued on June 26, 1998 entitle the Selling Stockholder to
purchase 78,750 shares at an exercise price of $8.33 per share and the
warrants issued on September 30, 1998 entitle the Selling Stockholder to
purchase 73,500 shares at an exercise price of $8.10 per share. The Company
has entered into a general sale agreement with Comdisco, Inc., a
third-party leasing company, who in turn leases the equipment to the
Company's end-user customers. 16
(6) Represents shares of Common Stock which will be received by the Selling
Stockholder upon exercise of outstanding warrants issued to the Selling
Stockholder on July 17, 1997 and December 22, 1997. The warrants issued on
July 17, 1997 entitle the Selling Stockholder to purchase 38,889 shares at
an exercise price of $6.43 per share. The warrants issued on December 22,
1997 entitle the Selling Stockholder to purchase 51,042 shares at an
exercise price of $6.86 per share. First Bermuda Securities Ltd. provided
service as an agent in connection with the issuance of convertible notes in
July and December 1997.
(7) Represents shares of Common Stock, which will be received by the Selling
Stockholder upon exercise of an outstanding warrant issued to the Selling
Stockholder on May 29, 1998. The warrant entitles the Selling Stockholder
to purchase 105,000 shares at an exercise price of $2.86 per share. Mr.
Donald L. Hawley provided consulting services with respect to the sale of
subsidiaries.
(8) Represents shares of Common Stock, which will be received by the Selling
Stockholder upon exercise of an outstanding warrant issued to the Selling
Stockholder on September 4, 1998, and shares of common stock issued to the
Selling Stockholder in a private transaction in May 1998. The warrant
entitles the Selling Stockholder to purchase 52,500 shares at an exercise
price of $3.99 per share. In May 1998, Systeam, S.p.A. invested $300,000 in
Coyote Network Systems and the Company issued 71,650 shares of the
Company's common stock to Systeam, S.p.A.. Mr. James J. Fiedler, chairman
and chief executive officer of Coyote Network Systems, Inc. is an advisor
to the board of directors of Systeam, S.p.A. Subsequently, the Company
invested $300,000 in equity and $450,000 in a convertible note that
Systeam, S.p.A. issued to the Company. If the convertible note was
exercised, the Company would own approximately a 9% equity investment in
Systeam, S.p.A. on a fully diluted basis.
(9) Represents shares of Common Stock issuable to JNC upon conversion in full
of the Preferred Stock as payment of dividends thereunder and exercise in
full of the JNC Warrant. Because the number of shares of Common Stock
issuable upon conversion of the Preferred Stock and as payment of dividends
thereon is dependent in part upon the market price of the Common Stock
prior to a conversion, the actual number of shares of common stock that
will be issued in respect of such conversions or dividend payments and,
consequently, offered for sale under this Registration Statement, cannot be
determined at this time. Accordingly, the Company has contractually agreed
to include herein 2,561,096 shares of Common Stock issuable upon conversion
of the Preferred Stock, payment of dividends thereunder and exercise of the
JNC Warrant. This number includes 200% of the number of shares which will
be received upon conversion of the Preferred Stock at the current $6.32
execise price in effect on December 3, 1998. However, if the share price
(as defined in the Certificate of Designation governing the Preferred
Stock) of the Company common stock is above $7.50 at the time of
conversions, the actual number of shares to be issued upon the eventual
conversion of all of the JNC Preferred Stock would not exceed 1,107,594.
(10) Represents shares of Common Stock, which will be received by the Selling
Stockholder upon exercise of an outstanding warrant issued to the Selling
Stockholder on August 31, 1998. The warrant entitles the Selling
Stockholder to purchase 34,125 shares of Coyote's Common Stock at an
exercise price of $8.03 per share. The Selling Stockholder received the
warrant described above in consideration of financial consulting services
rendered in connection with the offering of the Preferred Stock.
17
(11) Represents shares of Common Stock, which will be received by the Selling
Stockholder upon exercise of an outstanding warrant issued to the Selling
Stockholder on August 31, 1998. The warrant entitles the Selling
Stockholder to purchase 17,063 shares of Coyote's Common Stock at an
exercise price of $8.03 per share. The Selling Stockholder received the
warrant described above in consideration of financial consulting services
rendered in connection with the offering of the Preferred Stock.
(12) Represents shares of Common Stock, which will be received by the Selling
Stockholder upon exercise of an outstanding warrant issued to the Selling
Stockholder on August 31, 1998. The warrant entitles the Selling
Stockholder to purchase 17,063 shares of Coyote's Common Stock at an
exercise price of $8.03 per share. The Selling Stockholder received the
warrant described above in consideration of financial consulting services
rendered in connection with the offering of the Preferred Stock.
(13) Represents shares of Common Stock, which will be received by the Selling
Stockholder upon exercise of an outstanding warrant issued to the Selling
Stockholder on August 31, 1998. The warrant entitles the Selling
Stockholder to purchase 70,000 shares of Coyote's Common Stock at an
exercise price of $8.03 per share. The Selling Stockholder received the
warrant described above in consideration of financial consulting services
rendered in connection with the offering of the Preferred Stock.
(14) Represents shares of Common Stock issuable to Mr. Chandler upon conversion
of 350 Class A Units of Sattel Communications, LLC, an affiliate of the
Company, which were issued to Mr. Chandler on October 2, 1996.
(15) Represents shares of Common Stock issuable to Mr. Lilly upon conversion of
100 Class A Units of Sattel Communications, LLC, an affiliate of the
Company, which were issued to Mr. Lilly on October 2, 1996. Mr. Lilly was a
director of the Company from 1988 to September 1998 and was Executive Vice
President of the Company from April 1995 to November 1996.
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