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Technology Stocks : RRRR: Rare Medium Group (soon to be) formerly ICC -- Ignore unavailable to you. Want to Upgrade?

To: DanielleC who wrote (308)	4/23/1999 9:45:00 AM
From: Pluvia	Read Replies (1) \| Respond to of 1150

ADDITIONAL INFO ON SOME OF STOCK TO HIT MARKET ******* Effective as of January 28, 1999, pursuant to the terms of a Securities Purchase Agreement the Company agreed to sell to Capital Ventures International in a private placement its 8% Convertible Term Debentures in the aggregate principal amount of $6,000,000, issuable in two tranches ($3,500,000 on January 28, 1999 and the remaining $2,500,000 upon satisfaction of certain closing conditions) (the "Convertible Debentures") and Stock Purchase Warrants (the "CVI Warrants") to purchase an aggregate of up to 693,642 shares of the Company's common stock, issuable in two tranches (404,625 on January 28, 1999 and the remaining 289,017 upon the satisfaction of certain closing conditions). The term of the Convertible Debentures is four years and, until July 28, 1999, they are convertible into common stock at a conversion price of $5.27 per share. After July 28, 1999 (or earlier, in certain instances) the Convertible Debentures are convertible into common stock at a variable rate, but no event less than $2.49 per share. The 8% yield is payable in shares of common stock. Accordingly, the maximum number of shares of common stock that could be acquired through the conversion of the Convertible Debentures is 3,180,723 shares, assuming the Company satisfies the conditions to the investor's purchase of the $2,500,000 Convertible Debenture pursuant to the second tranche. The exercise price of the CVI Warrants is $5.27 per share, subject to adjustment in certain events. The term of the CVI Warrants is five years and they contain antidilution and net exercise provisions. ***************

To: DanielleC who wrote (308)	4/23/1999 9:59:00 AM
From: Pluvia	Read Replies (4) \| Respond to of 1150

*RRRR NASDAQ Delisting* STRONG SELL/SHORTSELL Rec Buyer Beware Delisting has forced RRRR to take desperate financing - EXPECT MILLIONS OF SHARES TO HIT THE MARKET... From Arpil 13 1999 SEC Filing... edgar-online.com **************** Delisting of the Company's Common Stock From Trading on the Nasdaq National Market Would Reduce Marketability of Our Shares. Since our common stock was trading at or below the per share price required for continued listing on NASDAQ during recent months and the Company does not have net tangible assets of at least $4 million, we received notice from Nasdaq that we must take steps to come into compliance with the Nasdaq National Market listing standards or our common stock will be delisted from the Nasdaq National Market. A hearing with Nasdaq was held on February 4, 1999. We have proposed a plan to Nasdaq which we believe should enable us to remain listed on the Nasdaq National Market if accepted by Nasdaq. In the event we are unable to maintain our listing on the Nasdaq National Market, we currently meet the listing standards for, and would seek to apply for, listing on the Nasdaq SmallCap Market. There can be no assurance, however, that such an application would be approved. In the event we were unable to list the Company's common stock on the Nasdaq SmallCap Market or any other exchange at such time, there would be no established trading market for the Company's common stock except as may be established in the National Association of Securities Dealers Inc.'s OTC Bulletin Board Service or in the "pink sheets," which would have a material adverse effect on the liquidity and market price of the Company's common stock. ******************