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Wednesday, September 17, 2003 2:47:54 PM
The Board believes that the additional shares of common stock resulting from the increase in authorized capital should be available for issuance from time to time as may be required for various purposes, including (a) the issuance of common stock and warrants pursuant to one or more capital-raising transactions, potentially including the Rights Offering described below, (b) the issuance of common stock in connection with financing or acquisition transactions and (c) the issuance or reservation of common stock for stock options and warrants. If no action is taken to increase the authorized common stock, we may be unable to raise capital to continue funding our operations, which will jeopardize our ability to operate as a going concern.
On December 12, 2002, the Board of Directors approved, in concept, a proposal to offer to the shareholders of the Company rights to purchase certain securities in the Company (the "Rights Offering"). Management and the Board of Directors believe such an offering will provide shareholders an opportunity to maintain their relative equity ownership percentage in the Company while providing a plan for the Company to fund its future operations. Management expects to spend considerable time and effort to structure the Rights Offering most advantageously. The Company may engage investment bankers or other financial advisors and will obtain appropriate support from its outside legal counsel and accountants. Before undertaking this effort, the Board of Directors seeks approval from the shareholders of the increase in authorized capital necessary for implementation of the Rights Offering.
In general, the Board of Directors anticipates that the Rights Offering will work in the manner described in this paragraph, but the Board of Directors may modify its terms or decide to implement a different capital-raising approach if it determines that such modifications or other approaches are in the best interests of the shareholders. As currently contemplated, the Board of Directors would determine a record date for the Rights Offering. All shareholders of record as of that date would receive one Right for each share of Common Stock they own. Each Right would entitle the eligible shareholder to purchase a Unit consisting of a combination of one or more shares of Common Stock and one or more warrants to purchase additional shares of Common Stock. Shareholders will be under no obligation to exercise their Rights to purchase Units. Any unexercised Rights may, at the Company's option, be either cancelled or offered for sale to third parties.
Let me REPEAT:
but the Board of Directors may modify its terms or decide to implement a different capital-raising approach if it determines that such modifications or other approaches are in the best interests of the shareholders.
IMO, the plan currently in place is much more in my interest than allowing YOU to purchase $0.015 shares that you would have dumped at your first opportunity to profit. Apparently, in the end, the Board came to the same conclusion.
When you can present an argument that describes a warrants plan that would generate $10M, using only 157M shares, and guarantees me that those shares aren't going to be dumped into the market for at least six months, then we have something to discuss. Until then, you will be going "round and round" by yourself...as usual.
Later,
W2P
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