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Re: Cut off of DTN



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-----Original Message-----
From: Allan L. Kaminsky <allank@xxxxxxxxxxxxxxxx>
To: Ron Augustine <RonAug@xxxxxxxx>
Cc: omega-list@xxxxxxxxxx <omega-list@xxxxxxxxxx>
Date: Wednesday, January 07, 1998 12:11 PM
Subject: Re: Cut off of DTN


>I refer you to the S-1 Registration Statement, filed with the SEC on
>7/1/97 by Omega Research and viewable at:
>
>http://www.sec.gov/Archives/edgar/data/1042814/0000950170-97-000871.txt
>
>The following excerpt is taken from that documentation (this is public
>information):
>
>     Of the 3,700,000 shares of Common Stock offered hereby, 2,600,000
>shares
>are being sold by Omega Research, Inc. ("Omega Research" or the
>"Company") and
>1,100,000 shares are being sold by the Selling Shareholders. See
>"Principal and
>Selling Shareholders." The Company will not receive any of the proceeds
>from the
>sale of the shares being sold by the Selling Shareholders. Prior to this
>offering, there has been no public market for the Common Stock of the
>Company.
>It is currently estimated that the initial public offering price will be
>between
>$10.00 and $12.00 per share. See "Underwriting" for information relating
>to the
>method of determining the initial public offering price. Application
>will be
>made to list the Common Stock on the Nasdaq National Market under the
>symbol
>"OMGA."
>
><snip>
>                       PRINCIPAL AND SELLING SHAREHOLDERS
>
>     The following table sets forth certain information regarding the
>beneficial
>ownership of Common Stock as of July 21, 1997, and as adjusted for the
>sale of
>the shares offered hereby, by (i) each shareholder of the Company who
>beneficially owns more than 5% of the Common Stock, (ii) each director
>of the
>Company, (iii) each Named Executive Officer, and (iv) all directors and
>executive officers of the Company as a group. Except as otherwise
>described in
>the footnotes below, the Company believes that the beneficial owners of
>the
>Common Stock listed below, based on information provided by such owners,
>have
>sole investment and voting power with respect to such shares. The
>address of
>each person who beneficially owns more than 5% of the Common Stock is
>the
>Company's principal executive office.
>
><TABLE>
><CAPTION>
>
>SHARES                                                 SHARES
>                                     BENEFICIALLY
>OWNED                                    BENEFICIALLY OWNED
>      EXECUTIVE OFFICERS,           PRIOR TO
>OFFERING(1)                                 AFTER OFFERING (1) (2)
>        DIRECTORS AND              ----------------------
>NUMBER OF          ----------------------------
>       5% SHAREHOLDERS                NUMBER      PERCENT      SHARES
>OFFERED(2)        NUMBER             PERCENT
>- ----------------------------       ------------   -------
>-----------------      ----------           -------
><S>                                <C>            <C>
><C>                    <C>                  <C>
>William R. Cruz                    9,740,000(3)     50.0%
>550,000            9,190,000            41.6%
>
>Ralph L. Cruz                      9,740,000(4)     50.0
>550,000            9,190,000            41.6
>
>Peter A. Parandjuk                     --             --
>--               --                  --
>
>Salomon Sredni                         --             --
>--               --                  --
>
>Marc J. Stone                          --             --
>--               --                  --
>
>All executive officers and
>directors as a group
>(5 persons)(5)                    19,480,000         100%
>1,100,000           18,380,000            83.2%
>
>
>So, don't say it ain't so. It is!
>
>Allan
>_______________________________________________________
>
Here is the way it goes Cruz did sell his company to the public when he went
public at the Ipo price that was recorded. Problem his he can sell some of
it but the majority of it is 144 restricted stock and has to be held either
18 months are two years can't remember. The SEC does this to keep fly by
night companies from just going public to line their own pockets at the
expense of the public. So at 3 bucks a share the Cruz's have lost a bunch of
money of late from 11 bucks a share ouch!!!!!!!! and paper loss is very real
just unrealized but its the only way it could be realized.

Robert