Bogen Communications International Files S-3 Registration Statement - No Incremental Dilution.RAMSEY, N.J.--(BUSINESS WIRE)--April 26, 1999-- Bogen Communications International, Inc. (NASDAQ NASDAQ in full National Association of Securities Dealers Automated Quotations U.S. market for over-the-counter securities. Established in 1971 by the National Association of Securities Dealers (NASD), NASDAQ is an automated quotation system that reports on : BOGN) ("Bogen") today announced that it has filed a Registration Statement on Form S-3 with the Securities and Exchange Commission relating to relating to relate prep → concernant relating to relate prep → bezüglich +gen, mit Bezug auf +acc the registration of approximately 9.4 million shares of Bogen common stock. The Company's Board of Directors is registering these Bogen shares, first and foremost, to enable the holders of Bogen's publicly held warrants to exercise their warrants voluntarily. The publicly traded warrants are exercisable at $5.50 per share, subject to adjustments in certain circumstances and if not earlier redeemed by the Company, through October 7, 2000. Exercise of all of these warrants could generate up to approximately $18.5 million in gross cash proceeds (before any expenses or fees) to the Company, but there are no assurances that any or all warrant holders will exercise their warrants. Other common share equivalents were included in this registration statement in large part because of existing incidental or "piggyback piggyback 1. A broker trading in his or her personal account after trading in the same security for a customer. The broker may believe the customer has access to privileged information that will cause the transaction to be profitable. 2. " registration rights. All the shares being registered were already accounted for in the Company's fully diluted earnings per share diluted earnings per share An earnings measure calculated by dividing net income less preferred stock dividends for a period by the average number of shares of common stock that would be outstanding if all convertible securities were converted into shares of calculation. This registration will therefore cause no incremental Additional or increased growth, bulk, quantity, number, or value; enlarged. Incremental cost is additional or increased cost of an item or service apart from its actual cost. dilution. Bogen Communications International, Inc., based in Ramsey, New Jersey Ramsey is a borough in Bergen County, New Jersey, United States. As of the United States 2000 Census, the borough population was 14,351. Ramsey was incorporated as a borough by an Act of the New Jersey Legislature on March 10, 1908, from portions of Hohokus Township (now and Munich, Germany, develops, manufactures, and markets telecommunications peripherals and sound processing equipment. Bogen's products are sold to commercial, industrial, professional and institutional customers worldwide. Except for historical information contained herein, the statements made in this release constitute forward-looking statements that involve certain risks and uncertainties. Certain factors may cause actual results to differ materially from those contained in the forward looking statements, including general market conditions, new technological developments, competition, potential acquisitions and divestitures, and other risks detailed from time to time in Bogen's reports on file at the Securities and Exchange Commission, including Bogen's Form 10-K Form 10-K A report required by the SEC from exchange-listed companies that provides for annual disclosure of certain financial information. Form 10-K See 10-K. for the fiscal year ended December 31, 1998. |
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