Silicon Investor (SI) -- The First Internet Community

STOCKTALK

We've detected that you're using an ad content blocking browser plug-in or feature. Ads provide a critical source of revenue to the continued operation of Silicon Investor. We ask that you disable ad blocking while on Silicon Investor in the best interests of our community. If you are not using an ad blocker but are still receiving this message, make sure your browser's tracking protection is set to the 'standard' level.

Strategies & Market Trends : Rande Is . . . HOME -- Ignore unavailable to you. Want to Upgrade?

To: Rande Is who wrote (5836)	4/21/1999 12:46:00 PM
From: Kevin Shea	Respond to of 57584

Entered RCMT; based on chart advance and overall upward movement in IT and consulting (staffing) sector. Also entered NMGC based on chart and overall strength in the Semis.

To: Rande Is who wrote (5836)	4/21/1999 12:48:00 PM
From: Vegas	Respond to of 57584

Two I talked about before... Dialy News [DIALY]: biz.yahoo.com 4Heatlh/Healthzone.com News [HHHH]: biz.yahoo.com I believe these could be 100% swingers in the next few months. JF

To: Rande Is who wrote (5836)	4/21/1999 1:10:00 PM
From: Rande Is	Read Replies (2) \| Respond to of 57584

. . . . TPEGW . . . .Class B Warrants. . . .PT II WARRANTS As of the date of this Prospectus, the Company has outstanding warrants to purchase an aggregate of 315,250 shares of Common Stock. The warrants include Class B Warrants to purchase 250,000 shares of the Company's Common Stock at $8.00 per share which were issued as part of the units consisting of 1,000,000 Shares of the Company's Series A Stock and 250,000 Class B Warrants offered and sold by the Company in December, 1994. The Class B Warrants contain provisions that protect the holders thereof against dilution by adjustment of the exercise price in certain events, such as stock dividends, stock splits, mergers, and other unusual events (other than employee benefit and stock option plans for employees or consultants to the Company). Holders of warrants do not possess any rights as a stockholder of the Company unless and until they exercise the warrants. REDEEMABLE WARRANTS The Redeemable Warrants will be issued pursuant to a warrant agreement (the "Redeemable Warrant Agreement") between the Company and OTR Stock Transfer Company (the "Warrant Agreement"), and will be evidenced by warrant certificates in registered form. The following summary is qualified in its entirety by the text of the Warrant Agreement, a copy of which has been filed as an exhibit to the Registration Statement. Each Redeemable Warrant entitles the registered holder thereof to purchase one share of Common Stock at a price of $1.75 per share, subject to adjustment, commencing on the date of issuance. The Redeemable Warrants expire on _______________, 2001 [the fifth anniversary of the effective date], (the "Expiration Date"). Commencing _______________, 1997, [12 months after the effective date of the Registration Statement], the Redeemable Warrants are subject to redemption by the Company at a redemption price of $.05 per Redeemable Warrant on 30 days' prior written notice, provided that either (i) the average closing bid price (or last sales price) of the Common Stock, as reported on NASDAQ (or on such exchange on which the Common Stock is then traded), equals or exceeds 150% of the exercise price per share, subject to adjustment, for any 20 trading days within a period of 30 consecutive trading days ending on the fifth trading day prior to the date of notice or redemption and (ii) the Company shall have obtained written consent from the Underwriter to redeem the Redeemable Warrants. The holder of a Redeemable Warrant will lose his right to purchase if such right is not exercised prior to redemption by the Company on the date for redemption specified in the Company's notice of redemption or any later date specified in a subsequent notice. Notice of redemption by the Company shall be given by first class mail to the holders of the Redeemable Warrants at their addresses set forth in the Company's records. The exercise price of the Redeemable Warrants and the number and kind of shares of Common Stock or other securities and property to be obtained upon exercise of the Redeemable Warrants are subject to adjustment in certain circumstances including a stock split of, or stock division, combination or recapitalization of, the Common Stock. Additionally, an adjustment would be made upon the consolidation of the Company with or the 46 <PAGE> merger of the Company with or into another corporation (other than a consolidation or merger which does not result in any reclassification or change of the outstanding Common Stock) so as to enable Redeemable Warrant holders to purchase the kind and number of shares of stock or other securities or property (including cash) receivable in such event by a holder of the number of shares of Common Stock that might otherwise have been purchased upon exercise of such Redeemable Warrant. No adjustment for cash dividends, if any, will be made upon exercise of the Redeemable Warrants. The exercise price of the Redeemable Warrants bears no relation to any objective criteria of value and should not be regarded as an indication of the future market price of the securities offered hereby. The Redeemable Warrants do not confer upon the holder any voting or any other rights of a stockholder of the Company. Upon notice to the Redeemable Warrant holders, the Company has the right to reduce the exercise price or extend the expiration date of the Redeemable Warrants. The Redeemable Warrants may be exercised upon surrender of the Redeemable Warrant certificate on or prior to the expiration date (or earlier redemption date) of such Redeemable Warrant at the offices of the Warrant Agent, with the form of "Election to Purchase" on the reverse side of the Redeemable Warrant certificate completed and executed as indicated, accompanied by payment of the full exercise price (by cashier's or certified check payable to the order of the Warrant Agent) for the number of Redeemable Warrants being exercised. The Redeemable Warrants will become void and of no value upon the Expiration Date. If a market for the Redeemable Warrants develops, the holder may sell the Redeemable Warrants instead of exercising them. There can be no assurance, however, that a market for the Redeemable Warrants will develop or continue. If a prospectus covering the shares of Common Stock issuable upon the exercise or Redeemable Warrants is not kept effective and current or if such shares are not qualified for sale in certain states, holders of Redeemable Warrants desiring to exercise the Redeemable Warrants will have no choice but either to sell such Redeemable Warrants or let them expire. See "Risk Factors -- Potential Adverse Effect of Redemption of Redeemable Warrants." The Warrant Agreement provides that it may be amended at any time with the written consent of registered holders representing at least 66 2/3% of the Redeemable Warrants then outstanding. sec.gov