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Pastimes
Reg. S. Alert!

An SI Board Since August 1999

Posts	SubjectMarks	Bans
60	26	0

Emcee: Puck	Type: Unmoderated

Introduction Compact

This thread exists for the dissemination of news about new issuances of the species of convertible debentures, especially reg. S, that pose the threat of extraordinary ownership dilution for shareholders of the issuing company. Such debt issuances are rarely, if ever, heralded in advance, as are regular corporate debt sales; but are instead kept secret and only reported weeks later when the issuer is legally obligated to file an 8-K statement with the SEC disclosing the passage of a significant corporate development. The waiting period for converting such debt is conventionally just several months at which time equity is issued in an amount both inversely proportional to and at a significant discount from the market price.

The new shares are usually re-sold immediately in the aftermarket, often causing a cataclysmic supply side imbalance forcing the stock price to plummet. Anticipating this potential overhang, market participants in the know, so to speak, invariably begin shorting the stock as soon as the issuance is discovered. The aftermath of this activity often results in a crippled stock price and unexpected and disastrous dilution for common shareholders. In providing a forum for the notification of such debt issuances, this thread's creator hopes to advantage all virtuous market participants, especially individual investors who otherwise might be the last to learn which corporations have engaged in the sale of this perilous form of debt, and thus to help democratize the market for the common good.

Go to reply# or date (mm/dd/yy):

Reply	Message Preview	From	Recs	Posted
60	FMDAY - The spread this night is pretty ugly bid 1.13/16 ask 2.15/16.	Mr. Jens Tingleff	-	3/17/2000
59	Message 13221621	Puck	-	3/16/2000
58	Futuremedia Completes US$ 5 Million Regulation S Offering - Further Investment	Puck	-	3/16/2000
57	Problem with this stock is that its trading below a $1. Not only is it hard to	R.E.B.	-	12/16/1999
56	Talk Visual - symbol - TVCP did a Reg. S today. Any one got any opinions? biz	Texas77	-	12/15/1999
55	Thanks Zeev. I guess I'll stay tuned.	Puck	-	11/22/1999
54	Puck, that releases only implies that debt will be placed, unregistered debt (o	Zeev Hed	-	11/21/1999
53	Dr. Zeev, I beseech your wise opinion about what the following news release by	Puck	-	11/21/1999
52	Maybe I'll try to resurrect this thread sometime. Anyway, I just saw this p	Puck	-	11/21/1999
51	Convertible preferred - How does it work: Seen from the preferred investors poi	Mr. Jens Tingleff	-	8/13/1999
50	I think I'll tell them.	Puck	-	8/13/1999
49	(b) CONVERSION PRICE. The conversion price per share (the "CONVERSION PRIC	BDR	-	8/13/1999
48	Not reg s, but conv preferred shares - pretty much same kind of deal: a Form 8	Mr. Jens Tingleff	-	8/13/1999
47	Mr. Pink, you must have some ideas under your radar that fall under the Reg S c	HeyRainier	-	8/12/1999
46	Good Thread. Here is one that has been bled to death...PCMS biz.yahoo.com I hav	Springer	-	8/11/1999
45	You are correct. This type of statement is found in most 10-Ks, prospectuses,	Fundamentls	-	8/10/1999
44	The number of "shareholders" and the number of "holders of recor	Puck	-	8/10/1999
43	Larry, this odd cut from SPAZ filing - ------- cut from one of last qtr filings	Mr. Jens Tingleff	-	8/10/1999
42	<<- Anyone to shed some more light on it - something special in the agree	Larry Brubaker	-	8/10/1999
41	thanks JT. Good thing to know.	pavlov 1	-	8/9/1999
40	Mark, it is another Castle Creek deal, the stock is already broken, and IMHO co	Zeev Hed	-	8/9/1999
39	It is some kind of odd action like that I see too - Anyone to shed some more li	Mr. Jens Tingleff	-	8/9/1999
38	If my reading of the passage in your post is correct, it sounds like the prefer	Puck	-	8/9/1999
37	Yes SCUR fit here - Not the usual reg s, but action behind is more or less the	Mr. Jens Tingleff	-	8/9/1999
36	Sorry the link was bad - It is the 424B3 filing ! - I'd say the whole filin	Mr. Jens Tingleff	-	8/9/1999

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