Replies to post #43081 on The Golden Lounge

[SSP]

NOVO NETWORKS, INC.
6440 North Central Expressway, Suite 620
Dallas, Texas 75206
To the Stockholders of Novo Networks, Inc.:
Our Board proposed a Certificate of Amendment to effect the following amendments to our Certificate of Incorporation:

• To increase the aggregate number of shares that we will have the authority to issue from 225,000,000 to 6,600,000,000 shares, of which 6,000,000,000 shares will be shares of Common Stock, and 600,000,000 shares will be shares of Preferred Stock;

• To change our name from Novo Networks, Inc. to Berliner Communications, Inc.;

• To amend the Certificate of Designation, Preferences and Rights of Series B Convertible Preferred Stock to reduce the conversion price of the Series B Convertible Preferred Stock to $0.014018, and thereby increase the number of shares of Common Stock issuable upon conversion of such shares of the Series B Convertible Preferred Stock to 321,015,546;

• To amend the Certificate of Designation, Preferences and Rights of Series D Convertible Preferred Stock to reduce the conversion price of the Series D Convertible Preferred Stock to $0.014018, and thereby increase the number of shares of Common Stock issuable upon conversion of such shares of the Series D Convertible Preferred Stock to 675,773,394;

• To provide that, upon the filing of the Certificate of Amendment, all shares of Series B Convertible Preferred Stock, Series D Convertible Preferred Stock, and Series E Convertible Preferred Stock will be automatically converted into Common Stock;

• To effect a 1:300 reverse stock split, such that the outstanding shares of Common Stock and Convertible Preferred Stock will be reclassified and one new share of Common Stock will be issued for every 300 shares of existing Common Stock; and

• To amend the Certificate of Incorporation, such that, after giving effect to the reverse stock split, the aggregate number of shares that we will have the authority to issue is 22,000,000 shares, of which 20,000,000 shares will be shares of Common Stock, and 2,000,000 shares will be shares of Preferred Stock.
All of the foregoing matters are described in more detail in the attached Information Statement, and all capitalized terms are defined therein as well.
On February 18, 2005, (i) the holders of over 66.67% of our Common Stock, voting as a single class together with the holders of the Series D Convertible Preferred Stock and the Series E Convertible Preferred Stock; (ii) the holders of over 66.67% of our Series B Convertible Preferred Stock, voting as a single class; (iii) all of the holders of our Series D Convertible Preferred Stock, voting as a single class; and (iv) the sole holder of our Series E Convertible Preferred Stock, voting as a single class, approved the Certificate of Amendment by written consent, to be effective 20 days from the date of the mailing of the Information Statement.
The Information Statement is being sent to you for informational purposes only. We are not asking for a proxy or vote on any of the matters described therein. However, we encourage you to read the Information Statement carefully.

Sincerely,

Richard B. Berliner
Chief Executive Officer
Dallas, Texas
April , 2005

[opas60]

to be honest have no idea - check all info avail -> but as stated no idea ....