To: Hawaii60 who wrote (6922 ) 4/29/1999 7:47:00 PM From: Andrew H Respond to of 30916
An S3 form was filed today by IDTC--so before everyone gets all worked up about insider selling, here is an analysis from Yahoo: >>Analysis of the s-3: by: Ms_Edina_Monsoon 56300 of 56319 The S-3 that was filed today is not bad news at all in my opinion. 1. The filing is for only 370,899 shares. Hardly dilutive. 2. The filing was not a 144. This is very interesting because a 144 is usually the "sneaky" way for insiders to sell shares. We shareholders only find out after the fact. An s-3 on the other hand takes about 3 weeks for the sec to approve. 3. The filing was not unexpected ..quoting from the S-3: "The shares of common stock that may be offered by means of this prospectus were originally issued under a merger agreement, dated April 7, 1998, in which we agreed to acquire all of the issued and outstanding shares of InterExchange, Inc., a Delaware corporation, including four related companies. In accordance with the merger agreement, the former stockholders of InterExchange received an aggregate of 3,242,323 newly issued shares of our common stock, of which 670,043 shares were previously registered for resale. Under the terms of an agreement that we entered into in April 1999 with David Turock and Richard Robbins, two of the former stockholders of InterExchange, we agreed to register the 370,899 shares covered by this prospectus and we will also register an additional 370,899 shares on or before September 15, 1999. The remainder of these shares will become eligible for resale in installments between October 1999 and October 2002, although up to 143,419 of these shares will remain subject to claims for indemnification that we may be entitled to raise against the former stockholders of InterExchange, and may be returned to us for cancellation." So really it is a non event...just going according to a pre existing schedule. So no big deal there.<<