capgain55 - ADPR
be honnest and tell the whole story about it... Those are not newly registred shares. They are already included in the O/S of 87 000 000 shares....
Here is the PR about it:
AdSouth Partners, Inc. Forms Committee for Oversight of Its Stock Compensation Plans
BOCA RATON, Fla.--(BUSINESS WIRE)--Aug. 10, 2004--AdSouth Partners, Inc. (OTC BB: ADPR - News), announced today that it has formed a compensation committee which will initially consist of John P. Acunto, Jr., Gary Hohman and Lee Wingeier. The board also will begin a search to attract an independent board member to serve as chairman of the compensation committee.
The board's initiative to form the compensation committee is in response to its recent registration of its incentive plans and the stock grants and compensation expense that occurred in the first quarter of 2004. On Form S-8, the Company registered an aggregate of 48,300,000 shares of its common stock of which 25,850,944 were already included in the currently issued and outstanding shares. The registration statement also includes 12,300,000 shares related to option grants which have not yet been exercised and 10,149,056 reserved for future stock or option grants that have not yet been granted. Immediately following the filing of the S-8 Registration statement, the total shares outstanding will be 87,721,171, the amount outstanding prior to the filing.
The ability of the holders to immediately sell 25,175,944 of the shares issued pursuant to stock grants to current and former employees is limited by the stock grant instrument pursuant to which they were issued. The stock grants provide the grantees the right to sell such shares upon the last to occur of (i) the approval of the plan by the Company's shareholders, (ii) the date of the filing of a Form 10KSB or Form 10QSB which reflects profitable operations of the Company for one calendar quarter, (iii) the date on which the shares have been registered, or (iv) the date on which the Company's Board of Directors determines that the shares, in whole or in part, may be transferred.
The salability of the 25,175,944 shares granted to current and former employees and 11,500,000 shares underlying stock options granted to current and former employees are limited by Rule 144(e) of the Securities and Exchange Commission whereby each employee may sell no more than 1% of the outstanding shares of common stock in any three-month period. As of August 9, 2004 there are 87,721,171 shares outstanding which would limit each employee, in addition to the aforementioned vesting provisions, to selling 877,211 in any three-month period.
