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A quick summary of S4 filing on December 27, 2000






"The company said in a statement that it had lowered the exercise price for warrants issued on Jan. 6, 1999, and March 31, 1999, from $9.77 per share to 88.1 cents"

"CyberCash said it had adjusted the price to better reflect the price of the company's stock and because of the increase in the underlying number of shares, from 1.4 million to 15.6 million shares. "

http://biz.yahoo.com/prnews/010109/va_cyberca.html

So, at 9.77 per share, as a shareholder, you were willing to spend 13.68 million. Now with the drop in price you are looking at 13.73 million. I don't see the real difference, unless you were figuring the original warrants in your original determination of purchase.

This is from S4......

>>If the merger had been completed on December 13, 2000, CyberCash would
have been required to issue 25,839,462 shares of its common stock and 501,787
shares of its preferred stock convertible into shares of its common stock to the
stockholders of Network 1 and would have assumed options and warrants to acquire
2,401,805 additional shares of common stock. In addition, as of December 13,
2000, CyberCash had granted warrants and stock options to acquire an aggregate
of 13,395,647 shares of its common stock. Of these CyberCash warrants and
options, the exercise price of warrants to purchase 1,404,883 shares of common
stock is subject to reset on January 6, 2001 if the 10-day average closing bid
price of CyberCash common stock on the Nasdaq National Market is less than $9.77
per share. CyberCash granted these warrants and options and entered into these
commitments in connection with acquiring technologies, raising capital in
private placement transactions, entering into strategic alliances and providing
incentives to employees, consultants and non-employee directors under its stock
option plans. The issuance of preferred stock convertible into common stock, or
sales in the public market of substantial amounts of shares issued in the merger
or acquired upon exercise of the foregoing warrants and options, or the prospect
of such sales, could adversely affect the market price of CyberCash's common
stock.<<

Again, this seems okay.

CYCH, also has the ability to issue preferred stocks. Lots of dilution, yet, no cash. End result, if CYCH goes to 30, you might feel we gave up peanuts in the beginning. Right now cash is the most important commodity for CYCH, so perhaps we need to trust that they are being prudent with our dilution. As a long term investor, I am not worried about the float. I actually look at the entire enterprise value. A trader might look at things differently. Liquidity is the key to CYCH's future. Any CYCH investor should understand that liquidity is a concern. According to Barrons , 1/8/01 CYCH has 4.1 months of operational cash left. Barrons article link http://interactive.wsj.com/articles/SB978741911485676891.htm .

CYCH discusses on page 106 of S4 that additional funds raised may dilute ownership.

Directors and officers own 6,597,053 shares. Don't forget that Mr . Melton (CEO) purchases 1.2 million shares for about $10.0 mil November 1999. Melton Foundation bought another 1 million shares 6/28/00.

Related Party Transactions

" At the end of 1998, the Company entered into an agreement with an
affiliated company for a five year sublease of office space, during 1999 the
Company received sublease income of $106,000 under this agreement. Also, during
1999 and 1998, the Company purchased engineering services totaling approximately
$1,005,000 and $670,000 from this affiliated company.

During 1999, 1998 and 1997 the Company purchased services totaling
approximately $142,000, $119,000, and $65,000, respectively from a processing
company in which the Company's Chairman is a director."


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