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Microcap & Penny Stocks : TSIG.com TIGI (formerly TSIG) -- Ignore unavailable to you. Want to Upgrade?

To: MskiHntr who wrote (23138)	4/1/1999 10:09:00 PM
From: MoneyBaggs	Read Replies (1) \| Respond to of 44908

Reg T and all other Regs can be checked here: law.uc.edu

To: MskiHntr who wrote (23138)	4/1/1999 10:13:00 PM
From: JCinTC	Read Replies (3) \| Respond to of 44908

Joe, Where do you see the shares being restricted? As soon as they convert they can sell IMO. Also shares auth.: Stockholders' (deficit): Preferred stock, $.001 par value 10,000,000 shares authorized None issued and outstanding (Note 9) Common stock, $.0001 par value, 114,000,000 shares authorized, 64,971,638 shares issued and outstanding JC

To: MskiHntr who wrote (23138)	4/1/1999 10:18:00 PM
From: JCinTC	Read Replies (1) \| Respond to of 44908

Are you familiar with A@P? He's one of the best shorters out there IMO & might be able to fill you in on the short scenario's Subject 23993 JC

To: MskiHntr who wrote (23138)	4/1/1999 10:44:00 PM
From: dennis foster	Read Replies (2) \| Respond to of 44908

MskiHntr Does TSIG have to file an S-3? If so this will give us an idea of when they will begin converting convertibles into common. In regards to ZEV's post the answer is I do not know but I find him very knowledgeable in this area. This is from an article that I posted earlier. i added the bold face. members.aol.com "Here's the chronology: A facilitator, who might be a private person, brings the co. and the fund together. In deciding whether to do the deal, the fund was primarily concerned with the liquidity of the stock. They want to make sure they can get their money back out. Thus, they want to see the stock price, market cap, and volume above certain levels. And they want to be sure the co. won't go bust before their money out. The fund and the co. negotiate and close the deal, and the co. gets the cash. The co. will often issue a news release announcing the deal, although often it fails to do so. The announcement sometimes is fairly honest, for example announcing that mgmt. determined this was the best financing they could get under the circumstances. Often, though, the announcement gives something rather different from the whole truth: the announcement often touts some minor provision in the deal that favors the co. while saying nothing about the dilution and the floorless provisions, or how desperate mgmt. was to raise cash. Occasionally you will even see an amusing positive spin on things, such as bragging that the deal is a gesture of the confidence of institutional investors in the co. (when in fact it was funding of last resort, done in a way that is almost risk-free for the fund.) The co. is supposed to file an 8-k to report the deal, although often they fail to do so. The co. files a prospectus, usually an S-3, to register shares of common stock so that the fund can sell their common. The deal specifically requires the co. to go to this effort. The SEC either declares the registration effective, or sends back 'comments' to the co. causing it to file an amendment to the S-3. When the registration is deemed effective, that gives the green light for dumping newly created common shares onto the open market. This is done with a minimum of hoopla. Most shareholders will be completely unaware their stock will be diluted thusly. Sometime around the date the SEC declares the registration effective, the fund will begin converting convertibles into common. The fund will do this in chunks, called 'tranches'. They will sell the common right away. Or, if the fund is permitted to sell the common shares short, they sell the common several days before they get it by converting --- they do this in order to further reduce their risk. At one time, funds could sell shares short before the registration was deemed effective, but a court case back in 1997 (against Genesee, or GFL, which is an offshore fund) ruled that this practice was not allowable, so perhaps it has stopped, although it would not surprise me if it goes on anyway. The conversion process of converting a tranche of preferred into common and then selling common repeats for typically a few months until it's all gone. The fund might still hold warrants that it got as a sweetener in the deal, and if the stock price ever goes up very much, the fund can exercise its warrants to buy stock, which it will promptly sell. The co. raises further cash this way. It's not as reliable or timely a way for the fund to make a profit or for the co. to raise cash, though, in comparison to the convertibles."