To: RockyBalboa who wrote (1425 ) 5/20/1999 7:56:00 AM From: Rajiv Read Replies (1) | Respond to of 1634
Chris, Does this clip from the S-1 mean that an ordinary MALL employee can sell their UBID shares without doing the 144/4 stuff ? Of the 8,909,883 shares of Common Stock to be outstanding on the Offering Closing Date (9,146,883 shares if the Underwriters exercise their over- allotment option in full) the 1,580,000 shares of Common Stock sold in the Offering (1,817,000 shares if the Underwriters exercise their over-allotment option in full) will be freely tradable without restriction under the 1933 Act, except for any such shares which be may acquired by an affiliate of the Company (an "Affiliate"), as that term is defined in Rule 144 promulgated under the 1933 Act ("Rule 144"). On the Offering Closing Date, the Parent will own 7,329,883 shares of Common Stock which will constitute 82.3% of the outstanding shares of Common Stock (80.1% if the Underwriters exercise their over-allotment option in full). Parent has announced that, subject to certain conditions, the Parent intends to distribute to its stockholders in 1999 all of the Common Stock held by the Parent by means of the Distribution. Shares of Common Stock to be distributed to the Parent's stockholders in the Distribution generally will be freely transferable, except for shares of Common Stock received by persons who may be deemed to be Affiliates. Persons who may be deemed to be Affiliates generally include individuals or entities that control, are controlled by, or are under common control with, the Company and may include directors and certain officers of the Company as well as significant stockholders of the Company, if any. Persons who are Affiliates will be permitted to sell the shares of Common Stock that are issued in the Offering or that they receive in the Distribution only pursuant to an effective registration statement under the 1933 Act or an exemption from the registration requirements of the 1933 Act, including exemptions provided by Rule 144.