Baystar's initial $50M investment was later converted into "shares of Series A Convertible Preferred Stock" with several interesting restrictions. These Series A Convertibles represent 3,850,000 shares of common stock. Read this S-3/A report, about a 1/3 the way down under the section heading "The holders of shares of Series A Convertible Preferred Stock have preferential redemption rights and rights upon liquidation that could adversely affect the holders of our common stock."
Here is the full section:
If the selling stockholders choose not to convert shares of Series A Convertible Preferred Stock, then, as holders of shares of Series A Convertible Preferred Stock, among other rights, they will be entitled to require us to repurchase for cash all the shares of Series A Convertible Preferred Stock held by them at a premium price if any of several redemption trigger events occurs. Our redemption obligation may be triggered by events that are beyond our control. These redemption provisions, if triggered, would require us to redeem the then-issued and outstanding shares of our Series A Convertible Preferred Stock for cash. If we were required to pay cash to the holders of shares of our Series A Convertible Preferred Stock, it could have a material impact on our liquidity, which may require us to obtain additional sources of cash to sustain operations and may negatively impact the holders of our common stock.
Additionally, the holders of shares of our Series A Convertible Preferred Stock will be entitled to receive a preferential distribution of our assets prior to any distribution to our holders of common stock upon a liquidation, dissolution, winding up or other change in control transaction in which we sell all or substantially all our assets or merge or consolidate or otherwise combine with another company or entity. Upon the occurrence of a liquidation event, the holders of Series A Convertible Preferred Stock will be entitled to receive the greater of:
the value of the shares of Series A Convertible Preferred Stock held by them determined by multiplying the closing sale price of our common stock on the Nasdaq SmallCap Market on the date of the liquidation event by the number of shares of common stock into which the preferred shares could be converted at the time of the liquidation event; or
up to $50 million, the aggregate purchase price paid by the selling stockholders for shares of Series A Convertible Preferred Stock in our private placement, plus eight percent of that amount less the amount of any dividends paid to the preferred stockholders in the calendar year in which the liquidation event occurs.
Depending on the amount of assets we have available for distribution to stockholders upon a liquidation event when shares of Series A Convertible Preferred Stock remain outstanding, we may be required to distribute all such assets or a portion of such assets that exceeds the preferred stockholders' pro rata ownership of our common stock assuming full conversion of their preferred shares into common stock, which could eliminate or limit the assets available for distribution to our common stockholders. Our potential obligation to pay to the law firms representing us in our efforts to establish our intellectual property rights a contingent fee of 20 percent of the proceeds we receive from a sale of our company, subject to certain limitations, could also contribute to eliminating or limiting the assets available for distribution to our common stockholders.
Looks like the $50M that Baystar invested in TSG is not very risky at all. If anything "bad" happens to TSG, Baystar gets paid first. Plus the lawyers get 20% of any sale price, probably the only entity that will get paid off before Baystar.
I read this when it first hit the sec.gov website and realized that a
I had essentially this exact same idea not too long ago. I use the analogy of a parking garage that is used by many businesses. You enter the garage and get the parking ticket. Some businesses will "validate your parking ticket" so you don't have to pay when you leave the parking garage. This same concept could be added to email, much like a return receipt is currently implimented.
To maintain SMTP compatibility new MTAs would listen to both the "old" SMTP protocol (RFC-822?) and the "new" SMTP protocol, maybe listening to different ports or using a different dialog. Reject all connect attempts that just spew, that is what SMTP zombies do. During a transistion phase (could be sysadmin defined) the new MTA would accept connects from both old and new SMTP engine. If the email recipient "accepts" the mail, the email ticket is validated and no charges against the sender. If the recipient "rejects" the mail the send is charged. Adjust your mailing lists accordingly.:-)
There will have to be one or more "central repositories" for handling these payments. Also need to determine where the payments go, i.e. who gets the money. (Maybe a way to keep the USPO from sinking, at least for US based email.)
How do you think the FTC found these open relays? They probably found them because of spam forwarded to uce@ftc.gov or via their own honey pots. If the open relay is not being used by spammers the FTC would have a hard time finding out about them.
Until we get people to stop buying crap from spam, there will be no way to stop the spammers. Thats all there is to it, no matter how the government tries to stop it.
This is what I call the "Silver Bullet Approach". Looking for a single answer (Silver Bullet) to fix a problem. Something like spam will require a much broader, more complex approach, IMO. Chipping away at various methods will make it harder and harder to spam. Yes, Ralsky will be able to find another way. But many of the bottom feeders won't and making Ralsky spend more time looking for another way to spam means he is spending less time spamming.
The biggest "fix" would be stopping the Winders-on-cablemodem crap.
Third of all, if you ARE looking to move, nobody wants to hire you for fear of SCO suing them for some imagined infringment.
Fourth of all, the only company that MIGHT hire you as a bit slinger is Microsoft.
Maybe not. Just 15 minutes/12 miles away is Novell, they might actually be interested. Of course, a SCO employee might become a Novell employee before long anyway...
I haven't recorded the numbers on my @yahoo.com account, but I am definately getting less spam there. This email account is the one I have used in almost all usenet postings for the past 8 years or so, therefore all spammers have it on their lists.
The biggest difference has been the HUGE reduction in SWEN and similar crap. My 6MB of freebie space would be full in just a few hours (2 hrs during two separate SWEN flurries) and now it might not even fill up in 24 hours. I wonder if many corps did some major maintenance over the holidays and finally patched up their desktops, nuking the viruses and spam relays that infected their networks.
The stock markets (and commodities markets) are the worlds largest poker games. When you buy a stock (or commodity) you are wagering that its value will increase over time. Sometimes you also have to be smart enough to sell before that value declines.
The difference between the markets and a poker game is the gross value of the poker game is generally fixed, whereas the markets have no fixed value. With poker when one player wins the others lose. This is not true with the markets because of "capital creation".
People are buying SCOX because they are gambling that SCOX actually has a case against IBM, et al. and there will be an increase in capital on the SCOX ledger because of the outcome.
2) those things clearly take effort, whereas most PC problems are fixed sitting down
Tax preparation is done sitting down. Writing up legal papers (wills, contracts, articles of incorporation, etc..) is down sitting down. Do these same people expect to get these services for free also?
I think the real reason is perception. Those that perceive computers to be necessary tools, i.e. something of value, will expect to pay for work on thier tools. Those that perceive computers to be toys, game machines and the like, don't expect to pay for work on their toys. After all, it's just a toy.
Another factor might be what caused the sponges to buy a computer in the first place. If the sponge bought the computer because the computer geek in the family talked them into it, then the sponge might consider all problems with the computer to be the resposnibility of the computer geek, and therefore under implied warranty.
I like the dial-back idea. It is very similar to what I was thinking about.
We could make SMTP V2, which is backward compatible with good old SMTP. At some time in the future sysadmins could disable the SMTP compatibility.
SMTP V2 would ask for the headers and then disconnect. "Dial-back" the sending MTA using the IP address in the TCP packets (stop the IP spoofing) and do a sender email verification (which spam-bots will fake, but...) and then request the body of the message.
The amount of time between initial contact and dial-back can be configured by the local sysadmin. For white-listed email addresses the dial-back could happen right away.
For unknown addresses you could configure it, say 1 minute. Or even send the headers on to the receiver address and let them decide. That would require email client software to have some minor rewrites...
For blacklisted addresses, never dial back. Local sysadmin could configure his MTA to dump the headers for blacklisted emails or even allow them through to the receiver address "just in case". These headers would be marked as suspected spam so spam filters would pick them up and route them correctly.
All of this, with the exception of "headers only, let the user decide" could be done with only a new SMTP standard and rewrite of MTAs. No client software would have to be changed, which really helps with distribution of a new standard.
Spambots will be rewritten to take all this into account, but at least there won't be any IP addr spoofing. If ISPs would make their customers fix their virus infected Windows boxes this would also go away to a large degree. Having the IP address of the spambot would help with that issue.
I am using a Dell 5000e laptop with docking station right now. It's a PIII-700MHz, 512MB RAM, CD-ROM and floppy, no PC-Cards (I get eth0 from the dock), 15.1" LCD @ 1400-1050, RH Linux 7.3, external PS/2 keyboard and trackball. I'm running Folding@Home, so that is max CPU and fan at full roar. The hard drive never spins down, I think that is because I use ext3 with a 5 second commit so there is always a short write cycle.
I plugged in my Kill-O-Watt meter to find out how much juice this laptop pulls. It runs between 37 and 38 Watts. Killing Folding@Home drops it down to 25 or 26 Watts with the fan still running full speed since the CPU hasn't cooled down yet. (waiting for the fan to shut off...) That little fan is pretty efficient, only drops another Watt or so when it shut off.
I think the comments I read about DC->AC->DC are spot on, get a DC->DC setup if possible.
Yes, I have read Mr. Phillips' account. Several times. What you don't understand is that during such an attack it is very difficult to think clearly. I've been there many times, and am now more psychologically equipted to deal with it than most. 14 years as a bouncer will make one ready for all kinds of bad things happening.
This gun nut
Mr. Phillips is not a "gun nut". This happened at his pawn shop. Just because someone owns several guns does not make them a "nut".
had about 5 loaded guns lying around and it was dumb luck that the guy with the sword didn't kill him before he remembered he had one in his pocket.
See the first part of my reply. YOU have never been attacked with a deadly weapon. I have. Thought processes get short circuited. His first thought was "survival", not "kill this bastard". Once one gets used to being attacked the thoughts get reversed. At least for me.
If anything, that proves my point.
Does nothing of the sort. Mr. Phillips would be DEAD without a gun.
First of all, if swords were legal,
Swords are legal. I own several. One is 5 feet long.
you'd stand a decent chance of not being killed if someone attacked you.
Again, you have never been attacked with a deadly weapon. You are talking out your ass.
Second of all, having a loaded gun in your pocket doesn't prevent you from being stabbed multiple times by a lunatic.
Nothing can prevent lunatics from being lunatics. All we can do is defend ourselves from them when they go off. I'll take a pistol over a sword any day.
I don't mind if my neighbor owns a sword, which has never had any functional purpose other than killing and maiming other people. The difference is that if my neighbor goes nuts, I have some small hope of escaping from a crazy neighbor chasing after me with a sword. Bullets are a lot harder to escape.
Uh huh, read this. If it wasn't for Mr. Philips having a gun the nut with the sword would have undoubtably lived (unharmed even) and Mr. Philips would have died.
Is there some legitimate reason that someone would need a fully-automatic weapon with a 50 round clip?
First of all there is no such thing as a "50 round clip". It's called a magazine.
We don't need a "legitimate reason". It's called freedom. Oh, and FUN! Nothing like ripping off 50 rounds of.50 BMG from a Ma-Deuce.
but I hate it when people still insist on blaming the instrument of crime, rather than the criminal.
And many (not all!) of the same people that blame guns (the instrument) for crime (murder, armed robbery) have contempt for the RIAA/MPAA for blaming the instrument (DeCSS anyone? P2P?) for copyright violations (i.e., the crime).
and throw your support behind the democratic nom...
Would this be the same Democratic Party that is the recipient of more donations from Hollywood than the Republican party? Methinks things could get worse if you were to get your way...
a Republican won't let me spend it on drugs and hookers, so what am I supposed to do with it?
Spend your money on a vacation where you can buy drugs and hookers? You can get hookers legally in many places in Nevada, especially around Reno.
So I suggest you vote Republican. Why? If you are allowed to keep your money you can buy most anything you want. (Notice the success of the War on Drugs) It's called the free market. Just be SMART enough not to get caught buying/doing stuff that is currently illegal.
If Democrats have their way most of us won't have enough money to buy the stuff we need (legal or illegal, unless we become piglets at the teet of the Federal Sow), let alone drugs and hookers.
Slashdot Mirror
And all the short sellers buying real stock to cover their positions...
Anybody else remember that one from SNL? From the original cast in the mid '70s. Seriously funning shit.
My parents named me sc0. They thought they were so cool with their UnixWare server. I'm in therapy now.
Wow, 8 years old (or less) and in therapy. Maybe you shouldn't be reading slashdot....
This being Opera, adding speech capabilities and all, when you close the browser will it play a clip of a Fat Lady singing??
The NSA has been reading my email for years! :-P
'check their Outlook data on a notebook computer without needing to boot the machine.'
Sounds like another Outlook virus.
Interestingly, among age/gender groups, internet access is highest among females 35-54."
Women need their pr0n, too!
Wasn't their an article about women being big online gamers not too long ago? Damn, the're taking over the 'net!
Baystar's initial $50M investment was later converted into "shares of Series A Convertible Preferred Stock" with several interesting restrictions. These Series A Convertibles represent 3,850,000 shares of common stock. Read this S-3/A report, about a 1/3 the way down under the section heading "The holders of shares of Series A Convertible Preferred Stock have preferential redemption rights and rights upon liquidation that could adversely affect the holders of our common stock."
Here is the full section:
If the selling stockholders choose not to convert shares of Series A Convertible Preferred Stock, then, as holders of shares of Series A Convertible Preferred Stock, among other rights, they will be entitled to require us to repurchase for cash all the shares of Series A Convertible Preferred Stock held by them at a premium price if any of several redemption trigger events occurs. Our redemption obligation may be triggered by events that are beyond our control. These redemption provisions, if triggered, would require us to redeem the then-issued and outstanding shares of our Series A Convertible Preferred Stock for cash. If we were required to pay cash to the holders of shares of our Series A Convertible Preferred Stock, it could have a material impact on our liquidity, which may require us to obtain additional sources of cash to sustain operations and may negatively impact the holders of our common stock.
Additionally, the holders of shares of our Series A Convertible Preferred Stock will be entitled to receive a preferential distribution of our assets prior to any distribution to our holders of common stock upon a liquidation, dissolution, winding up or other change in control transaction in which we sell all or substantially all our assets or merge or consolidate or otherwise combine with another company or entity. Upon the occurrence of a liquidation event, the holders of Series A Convertible Preferred Stock will be entitled to receive the greater of:
the value of the shares of Series A Convertible Preferred Stock held by them determined by multiplying the closing sale price of our common stock on the Nasdaq SmallCap Market on the date of the liquidation event by the number of shares of common stock into which the preferred shares could be converted at the time of the liquidation event; or
up to $50 million, the aggregate purchase price paid by the selling stockholders for shares of Series A Convertible Preferred Stock in our private placement, plus eight percent of that amount less the amount of any dividends paid to the preferred stockholders in the calendar year in which the liquidation event occurs.
Depending on the amount of assets we have available for distribution to stockholders upon a liquidation event when shares of Series A Convertible Preferred Stock remain outstanding, we may be required to distribute all such assets or a portion of such assets that exceeds the preferred stockholders' pro rata ownership of our common stock assuming full conversion of their preferred shares into common stock, which could eliminate or limit the assets available for distribution to our common stockholders. Our potential obligation to pay to the law firms representing us in our efforts to establish our intellectual property rights a contingent fee of 20 percent of the proceeds we receive from a sale of our company, subject to certain limitations, could also contribute to eliminating or limiting the assets available for distribution to our common stockholders.
Looks like the $50M that Baystar invested in TSG is not very risky at all. If anything "bad" happens to TSG, Baystar gets paid first. Plus the lawyers get 20% of any sale price, probably the only entity that will get paid off before Baystar.
I read this when it first hit the sec.gov website and realized that a
I had essentially this exact same idea not too long ago. I use the analogy of a parking garage that is used by many businesses. You enter the garage and get the parking ticket. Some businesses will "validate your parking ticket" so you don't have to pay when you leave the parking garage. This same concept could be added to email, much like a return receipt is currently implimented.
:-)
To maintain SMTP compatibility new MTAs would listen to both the "old" SMTP protocol (RFC-822?) and the "new" SMTP protocol, maybe listening to different ports or using a different dialog. Reject all connect attempts that just spew, that is what SMTP zombies do. During a transistion phase (could be sysadmin defined) the new MTA would accept connects from both old and new SMTP engine. If the email recipient "accepts" the mail, the email ticket is validated and no charges against the sender. If the recipient "rejects" the mail the send is charged. Adjust your mailing lists accordingly.
There will have to be one or more "central repositories" for handling these payments. Also need to determine where the payments go, i.e. who gets the money. (Maybe a way to keep the USPO from sinking, at least for US based email.)
There are a bunch of businesses with xxx-382-5633, or xxx-FUC-KOFF.
How do you think the FTC found these open relays? They probably found them because of spam forwarded to uce@ftc.gov or via their own honey pots. If the open relay is not being used by spammers the FTC would have a hard time finding out about them.
Until we get people to stop buying crap from spam, there will be no way to stop the spammers. Thats all there is to it, no matter how the government tries to stop it.
This is what I call the "Silver Bullet Approach". Looking for a single answer (Silver Bullet) to fix a problem. Something like spam will require a much broader, more complex approach, IMO. Chipping away at various methods will make it harder and harder to spam. Yes, Ralsky will be able to find another way. But many of the bottom feeders won't and making Ralsky spend more time looking for another way to spam means he is spending less time spamming.
The biggest "fix" would be stopping the Winders-on-cablemodem crap.
"In 1992, Jairam graduated from India's University of Pune..."
That's where I should have gone to school...
Third of all, if you ARE looking to move, nobody wants to hire you for fear of SCO suing them for some imagined infringment.
Fourth of all, the only company that MIGHT hire you as a bit slinger is Microsoft.
Maybe not. Just 15 minutes/12 miles away is Novell, they might actually be interested. Of course, a SCO employee might become a Novell employee before long anyway...
But his friends call him Big Dick
Kevin Kean, a group manager at Microsoft's Security Response Center
Did Commander Keen grow up to be a Microsoftie? That would explain a few things...
I haven't recorded the numbers on my @yahoo.com account, but I am definately getting less spam there. This email account is the one I have used in almost all usenet postings for the past 8 years or so, therefore all spammers have it on their lists.
The biggest difference has been the HUGE reduction in SWEN and similar crap. My 6MB of freebie space would be full in just a few hours (2 hrs during two separate SWEN flurries) and now it might not even fill up in 24 hours. I wonder if many corps did some major maintenance over the holidays and finally patched up their desktops, nuking the viruses and spam relays that infected their networks.
The stock markets (and commodities markets) are the worlds largest poker games. When you buy a stock (or commodity) you are wagering that its value will increase over time. Sometimes you also have to be smart enough to sell before that value declines.
The difference between the markets and a poker game is the gross value of the poker game is generally fixed, whereas the markets have no fixed value. With poker when one player wins the others lose. This is not true with the markets because of "capital creation".
People are buying SCOX because they are gambling that SCOX actually has a case against IBM, et al. and there will be an increase in capital on the SCOX ledger because of the outcome.
BTW, I rarely wager on a 7-2 off-suit.
2) those things clearly take effort, whereas most PC problems are fixed sitting down
Tax preparation is done sitting down. Writing up legal papers (wills, contracts, articles of incorporation, etc..) is down sitting down. Do these same people expect to get these services for free also?
I think the real reason is perception. Those that perceive computers to be necessary tools, i.e. something of value, will expect to pay for work on thier tools. Those that perceive computers to be toys, game machines and the like, don't expect to pay for work on their toys. After all, it's just a toy.
Another factor might be what caused the sponges to buy a computer in the first place. If the sponge bought the computer because the computer geek in the family talked them into it, then the sponge might consider all problems with the computer to be the resposnibility of the computer geek, and therefore under implied warranty.
I like the dial-back idea. It is very similar to what I was thinking about.
We could make SMTP V2, which is backward compatible with good old SMTP. At some time in the future sysadmins could disable the SMTP compatibility.
SMTP V2 would ask for the headers and then disconnect. "Dial-back" the sending MTA using the IP address in the TCP packets (stop the IP spoofing) and do a sender email verification (which spam-bots will fake, but...) and then request the body of the message.
The amount of time between initial contact and dial-back can be configured by the local sysadmin. For white-listed email addresses the dial-back could happen right away.
For unknown addresses you could configure it, say 1 minute. Or even send the headers on to the receiver address and let them decide. That would require email client software to have some minor rewrites...
For blacklisted addresses, never dial back. Local sysadmin could configure his MTA to dump the headers for blacklisted emails or even allow them through to the receiver address "just in case". These headers would be marked as suspected spam so spam filters would pick them up and route them correctly.
All of this, with the exception of "headers only, let the user decide" could be done with only a new SMTP standard and rewrite of MTAs. No client software would have to be changed, which really helps with distribution of a new standard.
Spambots will be rewritten to take all this into account, but at least there won't be any IP addr spoofing. If ISPs would make their customers fix their virus infected Windows boxes this would also go away to a large degree. Having the IP address of the spambot would help with that issue.
I am using a Dell 5000e laptop with docking station right now. It's a PIII-700MHz, 512MB RAM, CD-ROM and floppy, no PC-Cards (I get eth0 from the dock), 15.1" LCD @ 1400-1050, RH Linux 7.3, external PS/2 keyboard and trackball. I'm running Folding@Home, so that is max CPU and fan at full roar. The hard drive never spins down, I think that is because I use ext3 with a 5 second commit so there is always a short write cycle.
I plugged in my Kill-O-Watt meter to find out how much juice this laptop pulls. It runs between 37 and 38 Watts. Killing Folding@Home drops it down to 25 or 26 Watts with the fan still running full speed since the CPU hasn't cooled down yet. (waiting for the fan to shut off...) That little fan is pretty efficient, only drops another Watt or so when it shut off.
I think the comments I read about DC->AC->DC are spot on, get a DC->DC setup if possible.
You could get a Mini.
Did you even read that article you linked to?
Yes, I have read Mr. Phillips' account. Several times. What you don't understand is that during such an attack it is very difficult to think clearly. I've been there many times, and am now more psychologically equipted to deal with it than most. 14 years as a bouncer will make one ready for all kinds of bad things happening.
This gun nut
Mr. Phillips is not a "gun nut". This happened at his pawn shop. Just because someone owns several guns does not make them a "nut".
had about 5 loaded guns lying around and it was dumb luck that the guy with the sword didn't kill him before he remembered he had one in his pocket.
See the first part of my reply. YOU have never been attacked with a deadly weapon. I have. Thought processes get short circuited. His first thought was "survival", not "kill this bastard". Once one gets used to being attacked the thoughts get reversed. At least for me.
If anything, that proves my point.
Does nothing of the sort. Mr. Phillips would be DEAD without a gun.
First of all, if swords were legal,
Swords are legal. I own several. One is 5 feet long.
you'd stand a decent chance of not being killed if someone attacked you.
Again, you have never been attacked with a deadly weapon. You are talking out your ass.
Second of all, having a loaded gun in your pocket doesn't prevent you from being stabbed multiple times by a lunatic.
Nothing can prevent lunatics from being lunatics. All we can do is defend ourselves from them when they go off. I'll take a pistol over a sword any day.
I don't mind if my neighbor owns a sword, which has never had any functional purpose other than killing and maiming other people. The difference is that if my neighbor goes nuts, I have some small hope of escaping from a crazy neighbor chasing after me with a sword. Bullets are a lot harder to escape.
.50 BMG from a Ma-Deuce.
Uh huh, read this. If it wasn't for Mr. Philips having a gun the nut with the sword would have undoubtably lived (unharmed even) and Mr. Philips would have died.
Is there some legitimate reason that someone would need a fully-automatic weapon with a 50 round clip?
First of all there is no such thing as a "50 round clip". It's called a magazine.
We don't need a "legitimate reason". It's called freedom. Oh, and FUN! Nothing like ripping off 50 rounds of
Hmmm, belt-feds...
but I hate it when people still insist on blaming the instrument of crime, rather than the criminal.
And many (not all!) of the same people that blame guns (the instrument) for crime (murder, armed robbery) have contempt for the RIAA/MPAA for blaming the instrument (DeCSS anyone? P2P?) for copyright violations (i.e., the crime).
and throw your support behind the democratic nom...
Would this be the same Democratic Party that is the recipient of more donations from Hollywood than the Republican party? Methinks things could get worse if you were to get your way...
a Republican won't let me spend it on drugs and hookers, so what am I supposed to do with it?
Spend your money on a vacation where you can buy drugs and hookers? You can get hookers legally in many places in Nevada, especially around Reno.
So I suggest you vote Republican. Why? If you are allowed to keep your money you can buy most anything you want. (Notice the success of the War on Drugs) It's called the free market. Just be SMART enough not to get caught buying/doing stuff that is currently illegal.
If Democrats have their way most of us won't have enough money to buy the stuff we need (legal or illegal, unless we become piglets at the teet of the Federal Sow), let alone drugs and hookers.