To: tool dude who wrote (118 ) 6/4/1999 7:55:00 PM From: dumbmoney Read Replies (1) | Respond to of 361
Some notes on the S-3: - It's not finished and will need to be amended. They filed it today because today is the 45th day after the close, and they would incur a 2.5% penalty if they didn't file by now. They have 180 days to make it effective (closing = April 20). - Conversion rates. This is so poorly written I don't know what it means:Series A Preferred Stock is convertible, at the option of the holder, into the number of shares of Class A Common Stock equal to $1,000 divided by 75% of the average closing price of the Class A Common Stock on the Nasdaq SmallCap Market or, if not then traded on the Nasdaq SmallCap Market, in the over-the counter market for the ten trading days immediately prior to the conversion date, at a conversion rate of $5.00 per share until December 31, 1999 with respect to 6,940 shares of Series A Preferred Stock and a minimum conversion rate of $3.00 per share and a maximum conversion rate of $5.00 per share with respect to 2,700 shares of Series A Preferred Stock. As of January 1, 2000, all outstanding shares of Series A Preferred Stock will have a minimum conversion rate of $3.00 per share and a maximum conversion rate of $5.00 per share. I think it might mean: For 6,940 shares until Dec. 31, the conversion price is fixed at $5. - We can blame Nasdaq for robbing us of the floorless feature:Nasdaq imposed certain conditions on the Company in order to permit the relisting of the Class A Common Stock on the SmallCap Market, including a requirement to raise an additional $2,000,000 in equity and to amend the terms of the Series A Preferred Stock to include a floor on the conversion rate. - There are a lot of selling shareholders. I counted 109. Most are induhviduals but there are at least a couple hedge funds. The S-3 is missing the info on who owns how much. - Short selling is explicitly allowed