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Mr. Pink only tells the truth!!! DATA RACE is a Pink Pig |\ /| ) \ RACE/ ( / \ , - - - - - ( . . ) \ The Famous SI Pig Squeekbox ( ___ ) \ is seldom wrong about \ (o o) / \@@@ crappy stocks \ ~~~ / _ __ / ) \ \ \ ____ ( ( \ \ / \ / \ \ / vv vv v vv And to think that this S3/a is dated April 1, 1999 tells only the truth about Race. Mr Pink only tells the TRUTH!!! He Does not lie!! edgar-online.com. 32106 We Could Lose Our Nasdaq National Market Listing We may not be able to sustain compliance with certain maintenance criteria that we are required to satisfy in order for our common stock to remain listed on the Nasdaq National Market. Our failure to satisfy such criteria, including the minimum $4 million net tangible asset and $1.00 stock price requirements, could result in the delisting of our common stock from such market. Our recurring losses and volatile stock price have from time to time caused us to fail to satisfy certain criteria. In January 1999, we successfully appealed a notice of non-compliance from Nasdaq that we received based on our temporary failure to satisfy the minimum net tangible asset requirement. Termination of listing of the common stock would likely have a material adverse effect on the market price and liquidity of the common stock, and on our ability to raise additional capital. Delisting could also jeopardize certain secondary trading exemptions from state "blue sky" laws, further affecting liquidity of the common stock. In addition, we would be liable for substantial monetary penalties to the holders of the preferred stock in the event of such a termination of listing. Our failure to pay such penalties could also result in redemption of the preferred stock. We May Not Have Sufficient Capital If We Are Required to Redeem the Outstanding Preferred Stock Under certain circumstances, we could be required to redeem a total of 2,500 shares of Series D, E and F preferred stock that are currently outstanding, with a total stated value of $2,500,000. If we are required to redeem the preferred stock, we may not have sufficient cash available to effect the redemption. The holders of the outstanding preferred stock have the right to require us to redeem their shares of preferred stock for cash, at 120% of stated value, plus accrued dividends, if any of the following happens: . our board agrees to sell the company or the Be There! product line to another company, or our board consents to the tender offer of our shares by another company; . this registration statement is not declared effective by the SEC before May 16, 1999; . this registration statement can not be used to permit the sale of the shares issuable upon conversion of the preferred stock; . we voluntarily terminate the listing of our shares on the Nasdaq National Market; . we fail to deliver shares of common stock upon conversion of the preferred stock; or . we file for bankruptcy. In addition, if our common stock is delisted from the Nasdaq National Market, and we fail to pay required penalties to the holders of the preferred stock, then the holders of the preferred stock can require us to redeem their shares of preferred stock. If we are required to redeem the preferred stock, we would most likely be forced to attempt to quickly find other sources of financing. If we could find such financing at all, it is not likely that such financing would be on favorable terms. The inability to find financing or the terms of such unfavorable financing and our resulting lack of liquidity could force us to discontinue portions or all of our operations. IN THEIR OWN WORDS!!!!! From S3A Form on Free Edgar. >>>The failure of our Be There! products to achieve success would likely have a material adverse effect on our business and our ability to continue operations. We are currently devoting the vast majority of our resources to the Be There! product line. The Be There! system has had very limited success and has failed to generate significant revenue since it was released in 1997. The majority of our historical revenue has come from products other than Be There! The revenue from these other products has been declining for several years and we believe the trend will continue. The market may not accept our Be There! products for a variety of reasons. Our inability to penetrate our target markets and increase Be There! sales would adversely affect our business and operations. >>> | ||||||||||||
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