Cybernet SECURITY HOLDERS - 500 Beiträge pro Seite

[Vincente_Teranova]

The Company issued the Warrants in July of 1999 as part of units consisting of Senior Notes and Warrants. The units were originally issued by the Company and sold by the initial purchaser in transactions exempt from registration requirements of the Securities Act to persons reasonably believed by the initial purchaser to be qualified institutional buyers under Rule 144A of the Securities Act and outside the United States to persons other than U.S. persons
in reliance upon Regulation S under the Securities Act.

The Warrants are now exercisable, each for the purchase of 30.2310693 shares of Common Stock at an exercise price of $22.278 per share. From time to time after their exercise, the selling securityholders may offer and sell pursuant to this prospectus any or all of the shares of common stock from the exercise of the Warrants. The term "selling securityholders" includes the holders listed below and the beneficial owners of the offered securities and their transferees, pledgees, donees or other successors.

The following table sets forth information with respect to the selling securityholders and with respect to the offered securities beneficially owned by each selling securityholder that may be offered pursuant to this prospectus. It is the Conversion Shares which are being registered hereby. The stock ownership percentages are computed based upon 100% being all shares currently issued and all shares underlying the Warrants. A total of 150,000 Warrants are
outstanding.


Other Total
Conversion Common Common Stock
Selling Securityholder Warrants Shares Stock upon Conversion
---------------------- -------- ---------- ------ -----------------
AXP Variable Portfolio-Extra
Income Fund (1)............... 2,000 60,462 -- 60,462 *
Aim High Yield Fund (2)........ 23,000 695,315 -- 695,315 2.8%(3)
Aim High Yield Fund II (2)..... 1,000 30,231 5,000 35,231 *
Atlantic Security Bank......... 81 2,449 -- 2,449 *
CNA Income Shares, Inc......... 500 15,116 -- 15,116 *
Combined Insurance Co.
America....................... 77 2,328 -- 2,328 *
Daniel Gordon.................. 50 1,512 -- 1,512 *
Deltec High Yield Partners
(4)........................... 103 3,114 -- 3,114 *
Deltec Panamerica Trust Co.
(4)........................... 1,279 38,666 -- 38,666 *
Douglas Tansill................ 50 1,512 -- 1,512 *
Eaton Vance High Income
Portfolio (5)................. 4,825 145,865 -- 145,865 *
Eaton Vance Income Fund of
Boston (5).................... 1,675 50,637 -- 50,637 *
Global Horizon Diversified
Strategic Income Portfolio.... 25 756 -- 756 *
Greenwich St. Series:
Diversified Strategic Income
Portfolio..................... 60 1,814 -- 1,814 *
High Income Opportunity Fund,
Inc. (6)...................... 1,705 51,544 -- 51,544 *
High Yield Portfolio (1)....... 10,250 309,868 -- 309,868 1.2%
Lutheran Brotherhood High Yield
Portfolio..................... 2,500 75,578 -- 75,578 *
Lutheran Brotherhood Series
Fund Inc., High Yield
Portfolio..................... 5,250 158,713 -- 158,713 *
Managed High Income Fund, Inc.
(6)........................... 1,005 30,382 -- 30,382 *
MFS Meridian US High Yield Fund
(7)........................... 1,400 42,323 -- 42,323 *
MFS Series Trust III: MFS High
Income Fund (7)............... 6,125 185,165 -- 185,165 *
MFS Series Trust III: MFS High
Yield Opportunities Fund (7).. 50 1,512 -- 1,512 *
MFS Sica V: MFS Funds--European
High Yield Bond Fund (7)...... 50 1,512 -- 1,512 *
MFS/Sun Life Series Trust: High
Yield Series (7).............. 1,425 43,079 -- 43,079 *
Morgan Stanley Dean Witter High
Income Advantage Trust (8).... 900 27,208 -- 27,208 *

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Other Total
Conversion Common Common Stock
Selling Securityholder Warrants Shares Stock upon Conversion
---------------------- -------- ---------- ------ -----------------
Morgan Stanley Dean Witter High
Income Advantage Trust II (8).... 300 9,069 -- 9,069 *
Morgan Stanley Dean Witter High
Income Advantage Trust III (8)... 500 15,116 -- 15,116 *
Morgan Stanley Dean Witter High
Yield Securities (8)............. 13,300 402,073 -- 402,073 1.6%
Nomora Global Investment Fund..... 35 1,058 -- 1,058 *
Penates Foundation, The........... 36 1,088 -- 1,088 *
Penn Series Funds, Inc.--High
Yield Bond Fund.................. 150 4,535 -- 4,535 *
Robert J. Allison, Jr............. 50 1,512 -- 1,512 *
Rodgers Family Partnership........ 50 1,512 -- 1,512 *
Sarah Gordon...................... 50 1,512 -- 1,512 *
SB/Travelers High Income Portfolio
(6).............................. 430 12,999 -- 12,999 *
Smith Barney Balanced Fund (6).... 505 15,267 -- 15,267 *
Smith Barney Diversified Strategic
Income Fund (6).................. 2,095 63,334 -- 63,334 *
Smith Barney High Income Fund
(6).............................. 3,650 110,343 -- 110,343 *
Smith Barney USA High Yield Fund
(6).............................. 165 4,988 -- 4,988 *
Sweetwater Partners, L.P.......... 80 2,418 -- 2,418 *
T. Rowe Price High Yield Fund,
Inc. ............................ 3,350 101,274 -- 101,274 *
Tair Ltd. ........................ 50 1,512 -- 1,512 *
Target/United Funds, Inc.--High
Income Portfolio................. 1,000 30,231 -- 30,231 *
United High Income Fund, Inc...... 3,250 98,251 -- 98,251 *
United High Income Fund II, Inc... 1,000 30,231 -- 30,231 *
Virginia Surety Corp.............. 44 1,330 -- 1,330 *
Waddell & Reed Funds, Inc.--High
Income Fund...................... 250 7,558 -- 7,558 *
Zenix Income Fund................. 325 9,825 -- 9,825 *
------
Total........................... 96,050
======


(1) AXP Variable Portfolio-Extra Income Fund and High Yield Portfolio are
affiliates.

(2) Aim High Yield Fund and Aim High Yield Fund II are affiliates.

(3) Aim High Yield Fund ("AIM") also holds Discount Notes convertible into
450,000 shares. If all such securities were converted AIM would hold 3.66%
of the Company`s Common Stock

(4) Deltec High Yield Partners and Deltec Panamerica Trust Co. are affiliates.

(5) Eaton Vance High Income Portfolio and Eaton Vance Income Fund of Boston are
affiliates.

(6) The Smith Barney funds are all affiliated.

(7) The MFS funds are all affiliated.

(8) The Morgan Stanley Dean Witter funds are all affiliated.

* Less than 1%.

Except as shown above, none of the selling securityholders has, or within the past three years has had, any position, office or other material relationship with the Company or any of its predecessors or affiliates. Because the selling securityholders may, pursuant to this prospectus, offer all or some portion of the offered securities, no estimate can be given as to the amount of the offered securities that will be held by the selling securityholders upon termination of any such sales. In addition, the selling securityholders identified above may have sold, transferred or otherwise disposed of all or a portion of their offered securities since the date on which they provided the information regarding their offered securities, in transactions exempt from the registration requirements of the Securities Act, including transactions pursuant to Rules 144 and 144A and Regulation S under the Securities Act.

86


PLAN OF DISTRIBUTION

The Notes and the shares of common stock may be sold from time to time by the selling securityholders after the date of this prospectus. We have agreed, among other things, to bear all expenses (other than underwriting discounts and selling commissions) in connection with the registration and sale of the Notes and shares of common stock covered by this prospectus.

We will not receive any of the proceeds from the sale of the Notes or the shares by the selling securityholders. The Notes and shares may be sold from time to time:

. directly by any selling securityholder to one or more purchasers,

. to or through underwriters, brokers or dealers,

. through agents on a best-efforts basis or otherwise, or

. through a combination of such methods of sale.

If Notes or shares are sold through underwriters, brokers or dealers, the selling securityholder will be responsible for underwriting discounts or commissions or agents` commissions.

The Notes or shares may be sold:

. in one or more transactions at a fixed price or prices, which may be
changed,

. at prevailing market prices at the time of sale or at prices related to
such prevailing prices,

. at varying prices determined at the time of sale, or

. at negotiated prices.

Such sales may be effected in transactions (which may involve crosses or block transactions):

. on any national securities exchange or quotation service on which the
Notes or shares may be listed or quoted at the time of sale,

. in the over-the-counter market,

. in transactions otherwise than on such exchanges or services or in the
over-the-counter market, or

. through the writing of options.

At the time a particular offer of Notes or shares is made, a prospectus supplement, if required will be distributed which will set forth the aggregate amount and type of securities being offered and the terms of the offering, including the name or names of any underwriters broker/dealers or agents, any discounts, commissions and other terms constituting compensation from the selling securityholders and any discounts, commissions or concessions allowed or reallowed or paid to broker/dealers.

To comply with the securities laws of certain jurisdictions, if applicable, the offered securities will be offered or sold in such jurisdictions only through registered or licensed brokers or dealers. In addition, in certain jurisdictions the offered securities may not be offered or sold unless they have been registered or qualified for sale in such jurisdictions or any exemption from registration or qualification is available and is complied with.

The selling securityholders will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, which may limit the timing of the purchases and sales of any of the offered securities by the selling securityholders. The foregoing may affect the marketability of the securities.

87


The selling securityholders and any brokers, dealers, agents or underwriters that participate with the selling securityholders in the distribution of the Notes or the shares may be deemed to be "underwriters" within the meaning of the Securities Act, in which event any commissions received by such brokers, dealers, agents or underwriters and any profits realized by the selling securityholders on the resales of the Notes or the shares may be deemed to be underwriting commissions or discounts under the Securities Act.

In addition, any securities covered by this prospectus which qualify for sale pursuant to Rule 144, Rule 144A, Regulation S or any other available exemption from registration under the Securities Act may be sold under Rule 144, Rule 144A, Regulation S or such other available exemption rather than pursuant to this prospectus. There is no assurance that any selling securityholder will sell any or all of the Notes or shares, and any selling securityholder may transfer, devise or gift such securities by other means not described herein.

We have agreed to indemnify and hold the initial purchaser of the Notes harmless against certain liabilities under the Securities Act. The registration rights agreements for the Notes provide for Cybernet and the selling securityholders to indemnify each other against certain liabilities arising under the Securities Act.

[cyberfreak]

Danke V.T.!:-)) Ich wette 1. die Übersetzung folgt noch und 2. wir werden den Inhalt "lieben" !

[megalomaniac]

Dank an Vincente + cyberfreak, für eure "Aufklärungsarbeit"

Viele haben es nötig...