S-3 Securities Registration statement.
freeedgar.com
I do not think anything here is out of the ordinary. It is is interesting to watch this company grow. I have taken the liberty of gleaning a few excerpts. If anything piques your interest you should read the statement as a whole to see the context.
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CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of each maximum maximum Amount of
class of securities Amount to be offering price aggregate registration
to be registered registered per unit offering Price fee
Common Stock, 543,649 (1) $13.38 (1) $7,274,024 (1) $2,022.18
.01 par value
(1) Estimated solely for purposes of computing the registration fee in accordance with Rule 457 of the Securities Act of 1933 and based upon the average of the high and low sales of the Common Stock on July 14, 1999, a date within five (5) days prior to the date of initial filing of this registration statement, as reported on Nasdaq National Market System.
These shares may be offered and sold from time to time by certain security holders of Track Data Corporation identified in this prospectus. The shares that may be offered and sold in reliance on this prospectus consist of the following:
- 34,482 shares of common stock ("Shares"), which were issued to Net Earnings Corp. in a private transaction in exchange for 10% of the outstanding common stock of Net Earnings Corp.
- 200,000 Shares issued to Headwaters Capital in a private placement for $2.25 million in cash on July 2, 1999; 133,334 Shares issued to Cranshire Capital LP in a private placement for $1.5 million in cash on July 12, 1999; 9,000 Shares issued to Kodiak Opportunity, L.P., 31,500 Shares issued to Kodiak Opportunity Offshore, Ltd. and 9,500 Shares issued to Kodiak Opportunity 3C7,
L.P. in a private placement aggregating $562,500 in cash on July 12, 1999.
- 50,000 Shares issuable to Headwaters Capital; 33,333 Shares issuable to Cranshire Capital L.P; 2,250 Shares issuable to Kodiak Opportunity, LP; 7,875 Shares issuable to Kodiak Opportunity Offshore, Ltd. and 2,375 Shares issuable to Kodiak Opportunity 3C7, L.P.; 7,500 Shares issuable to Pegasus Capital; 7,500 Shares issuable to J.P. Carey, Inc.; 3,375 Shares issuable to Gary J. Shemano; 1,687 Shares issuable to William and Mary Corbett; 1,688 Shares issuable to
Mitchell S. and Kristen M. Levine, TTEE FBO The Levine Rev. Trust UTD 4/9/98; 750 Shares issuable to Brendan O'Neil; and 7,500 Shares issuable to Reedland Capital Partners; all of which aforementioned Shares are issuable upon exercise of Warrants expiring July 1 through 11, 2002 to purchase our Common Stock at $16.88 per share.
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>>USE OF PROCEEDS
All of the shares of Common Stock are being sold by the selling stockholders for their own account. We will not receive any of the proceeds from the sale of any shares, except for proceeds received upon exercise of warrants. Any proceeds received from exercise of warrants will be used for general corporate purposes. We have agreed to pay the expenses of registration of the common stock, including a certain amount of legal and accounting fees. See "Plan of Distribution."<<
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SELLING SECURITY HOLDERS
The following table sets forth the names of the selling security holders, the
number of shares of common stock owned beneficially by each selling security
holder as of the date of this prospectus and the number of shares that may be
offered pursuant to this prospectus. This information is based upon information
provided by the selling security holder.
No estimate can be given as to the number of shares that will be held by any
selling security holder after completion of this offering because they may offer
all or some of the shares and because there currently are no agreements,
arrangements or understandings with respect to the sale of any of the shares.
The shares offered by this prospectus may be offered from time to time by the
selling security holder named below.
Number Number of
of Shares Shares
Beneficially Registered
Name of Selling Security Holder Owned for Sale(1)
------------------------------------- ------------ -----------
Net Earnings Corp. 34,482 34,482
Headwaters Capital 250,000 250,000
Kodiak Opportunity, L.P. 13,950 11,250
Kodiak Opportunity Offshore, Ltd 48,825 39,375
Kodiak Opportunity 3C7, L.P 14,725 11,875
Cranshire Capital LP 166,667 166,667
Gary J. Shemano 3,375 3,375
William & Mary Corbett 1,687 1,687
Mitchell S. & Kristen M. Levine, TTEE 1,688 1,688
FBO The Levine Rev. Trust UTD 4/9/98
Brendan O'Neil 750 750
Reedland Capital Partners 7,500 7,500
Pegasus Capital 7,500 7,500
J. P. Carey, Inc 7,500 7,500
FN:
(1) This registration statement also shall cover any additional shares of common stock which become issuable in connection with any stock dividend, stock split, recapitalization or other similar transaction effected without the receipt of consideration which results in an increase in the number of the Company's outstanding shares of Common Stock.
PLAN OF DISTRIBUTION
The selling security holders have indicated they are acting independently from us in determining the manner and extent of sales of the shares of our Common Stock.
Although all of the shares are being registered for public sale, the sale of any or all of such shares by the selling security holders may depend on the sale price of such shares and market conditions generally prevailing at the time.
The selling stockholders have severally advised us that:
- the shares may be sold by the selling stockholders or their respective pledgees, donees, transferees or successors in interest, in sales occurring in the public market, in privately negotiated transactions, in block trades, through the writing of options on shares, hedging transactions, short sales, direct sales to one or more purchasers, or in a combination of such transactions;
- each sale may be made either at market prices prevailing at the time of such sale, at a fixed offering price, at varying prices determined at the time of sale, or at negotiated prices;
- some or all of the shares may be sold through brokers acting on behalf of the selling stockholders or to dealers for resale by such dealers;<<
>>OUR RIGHT TO ISSUE PREFERRED STOCK COULD MAKE A THIRD-PARTY ACQUISITION OF US DIFFICULT. Certain provisions of the Delaware General Corporation Law may delay, discourage or prevent a change in control. These provisions may discourage bids for our Common Stock at a premium over the market price and may adversely affect the market price and the voting and other rights of the holders of our common stock. In addition, our governing documents authorize the issuance of up to one million shares of preferred stock without stockholder approval, with dividend, liquidation, conversion, voting or other rights which could adversely affect the voting power or other rights of the holders of our Common Stock. In the event of issuance, the preferred stock could be utilized, under certain circumstances, as a method of discouraging, delaying or preventing a change in control of the Company. Although we have no present intention to issue any shares of preferred stock, there can be no assurance that we will not do so in the future.<<
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