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

To: Ditchdigger who wrote (23239)	4/2/1999 11:09:00 AM
From: JWC	Read Replies (4) \| Respond to of 44908

Have you ever called the company and talked with Gordon or are you just here to try and "save" us all. Not!! you have an agenda. Jeff

To: Ditchdigger who wrote (23239)	4/2/1999 11:57:00 AM
From: The Swordsman	Read Replies (2) \| Respond to of 44908

*********SMOKING GUN ***** and as a highly appropriate follow-up to the last post. Ditch, once again you are guilty of selectively excerpting various recorded information to shape a highly inaccurate characterization of the facts. Very tricky paragraph. Looks like it gives RG some flex, shit… enormous flex with a forced delay of registration for what could be a very minor penalty of a further 2 1/2 % discount monthly against closing price. But if things go according to plan, the 2 1/2% could easily turn into "reduction of 15% going the other way" per week by the summer. May be a key to the salvation of the dilution problem. Appears to be his option, and exclusively so, to cause AND to cure… but at a price. Just a layman's read. (e) In the event that (i) the Registration Statement to be filed by the Company pursuant to Section 3(a) above is not filed with the Commission on or before April 15, 1999, (ii) the Registration Statement is not declared effective by the Commission within ninety (90) days from the filing date, or (iii) the Registration Statement is not maintained as effective by the Company for the period set forth in Section 3(b) above (each a "Registration Default") then the Company will provide Holder (pro rated on a daily basis), as liquidated damages for such failure and not as a penalty, at the election of the Company either; (A) two and one-half percent (2.5%) of the remaining principal balance of any Convertible Debenture plus the aggregate market value of shares of Common Stock issued upon conversion of any Convertible Debenture and still held by the Investor, for every month or portion thereof thereafter until the Registration Statement has been filed, or declared effective in the event of late effectiveness (in case of clause (ii) above) or in the case of lapsed effectiveness (in the case of clause (iii) above) (regardless of whether one or more such Registration Defaults are then in existence) until the Registration Statement has been declared effective; or ……..and this just may be the biggest OR in the history of 10K's (B) an adjustment to the Conversion Price of all unconverted Convertible Debentures by decreasing the percentage of the Market Price by two and one-half percent (2.5%) for each month or portion thereof thereafter until such Registration Default is cured. Such payment of the liquidated damages shall be made to the Holder in cash (if the cash option is elected by the Company), within five (5) calendar days of demand, provided, however, that the payment of such liquidated damages shall not relieve the Company from its obligations to register the Registrable Securities pursuant to this Section. The market value of the Common Stock for this purpose shall be the closing price (or last trade, if so reported) on the Principal Market for each day during such Registration Default. I think this last part is the legalese for gottchya. When we head north, as we soon will, due to the overwhelming amount of cash that we should be able to generate, then the substantially diminished dilution should easily overwhelm the additional 2 1/2 % per month additional discount against the then contemporaneous trading price. If this works as it appears, and TSIG.Com's business plan is as robust as we believe it to be, Gordon and his attorneys have in fact crafted a gottem-by-the-ball's agreement if they are shorting the stock.** They'll yell Uncle so loud you'll hear ‘em all the way out in CA. If they're not shorting the stock, TSIG just converts with the liquidated damages now a part of the deal after the delayed registration and everyone is happy. Almost everyone. Looks like a plan to me and while I still see some risk, this has significantly diminished my fears. Congrats are in order for RG. A clause such as this would never work in the ordinary PP situation. However, with the explosive nature of the marketing model, and in our sector, TSIG should have very little or no problem. Anyone making a reading of this agreement that materially disagrees with my conclusion please PM me for further discussion. Meanwhile, time for a break and a trip to the Village. This is tough work. Sword.Com