Subject: File No. S7-5-99 (Publication or Submission of Quotations Author: Dale Gwilliam Date: 5/7/99 5:58 PM Dale R. Gwilliam Senior Vice President TODAY.COM, INC. 4700 South McClintock, Suite 120 Tempe, AZ 85282 May 7, 1999 TRANSMITTED VIA EMAIL: RULE-COMMENTS@SEC.GOV Mr. Johnathan G. Katz, Secretary Securities and Exchange Commission 450 Fifth Street N.W., Washington, D.C. 20549-0609. Re: File No. S7-5-99 (Publication or Submission of Quotations Without Specified Information Dear Sirs: After more than 20 years of practicing business and corporate law on a very broad basis, I am currently the Senior Vice President and one of the Founders of an OTC Bulletin Board company which is involved in the business of developing software for large volume Internet web sites. As is true with many companies that are in our position, a listing on the Bulletin Board is an inportant step in the natural progression to our much bigger long-term goal of becoming qualified to be listed and traded as a NASDAQ small cap company. As part of our progression to that level, we have been heavily funded from within, and have also raised some outside capital through a Rule 504 private placement. Based on our most recent records, it appears that most of the original investors in our Rule 504 offering have sold their shares on the open market to a new group of shareholders, who I am confident have seen fit to invest their money in this way in hopes that the current system will remain undisturbed, so that their faith and confidence in our company can someday be rewarded as they share in our growth and success. We feel a strong obligation to these loyal and supportive investors, and do not wish to see them injured in any way, since we view them as a very essential part of the success that we have been able to achieve so far. It is about the fate of these loyal investors that I have the most concern as it relates to the almost certain consequences that will occur for both them and us if your proposed rule changes are implemented. I am confident that there are many of these kind of small investors in our company, and in many other Bulletin Board companies like ours, that will not easily be able to suffer and absorb the losses that will come to them, not because they made a bad or unwise investment, but because the stock in our company, and that of other companies like ours, will no longer be able to be publicly traded, thus depriving them of the liquidity and the growth benefits of the investments that they have wisely made in good faith. Since this proposed rule change will also greatly tax and test the ability of our company, and many like it, to continue in business and/or to succeed in their legitimate business plans and activities, I am naturally concerned that the greatest economic hardship and damage will be experienced by our current shareholders, whom I assume are the very people that you are claiming this proposed rule change will "protect". While I realize that it is the Commission's goal and mandate to protect the investing public, the proposed rule change would severely hurt a large portion of that same public that have invested in these small cap stocks, and if left alone, would continue to do so in the future. In my discussions with a number of Market Makers, it is clear that the practical effect of this rule, if it is implemented, will be that the Market Makers would discontinue their dealings in all OTC securities. In essence, this ruling would destroy most if not all of these small companies and cause severe damage to tens of thousands of their existing shareholders, all of whom took their investment positions in these companies with a good faith reliance on the ability of their chose companies to do what they said they would do for their shareholders. This will totally eliminate this market, and the kind of companies that must pass through this stage in their development in order to become large enough to be traded on one of the larger established exchanges. Already the size of the regulatory and reporting "entry fees", and the on going regulatory "maintenance fees" (including legal, accounting, compliance and reporting) are almost prohibitive for any kind of a company that is in this growth stage. Since access to public capital markets by companies that are at this stage is in many cases crucial to their ultimate survival and success, I am also deeply concerned about the overall long-term impact that this rule will have on the business environment in this country. Unlike the severely challenged, or even non-existent, small business environment in other countries in the world, the ability of small companies in the US to get started in this way is part of the magic and beauty of how free enterprise can work, and even flourish, if it is just allowed the freedom and a fair opportunity to do so. Based on my personal experience, I am also convinced that these small companies have a much greater concern for each of their individual shareholders than would be found in their older and more mature (and bigger) counterparts on the big exchanges. I believe this is true because each shareholder is of a much greater value to the smaller company than that same individual would be to a company that is on one of the big exchanges. Slowly regulating these smaller companies out of the marketplace will effectively regulate them out of existence. This will further cripple the potential for fair competition and will close an important access to the market place for many worthwhile companies. I am afraid that the result of the implementation of this proposed rule change will be that small, self-funded companies will never be able to grow or flourish beyond the point of just becoming a successful "acquisition target" for a larger, more established company. The result will be that the big companies will just continue to get bigger, through their acquisition of these smaller companies, that will no longer have the opportunity to grow to maturity under their own power. At that point in time, the entry costs that will be involved for emerging companies to obtain access to pubic capital markets will be so prohibitive, without the corresponding benefits that this access to necessary capital markets privides, that it will be essentially impossible for them to continue to exist. It seems to me that a shotgun is being used here to deal with a rather small and narrow problem, where a sniper's rifle, or even a BB gun could more effectively accomplish the desired results, and with less collateral damage being caused to both the business community and individual investors, many of whom are just doing their best to become a participant in the free enterprise system and to be part of the American Dream. I think that I have a pretty good understanding of the Commission's concerns regarding the public interest and the possibility for fraud in the microcap market. It is my sincere feeling, however, that the vast majority of microcap companies are legitimate companies that have real concern for their investors. By destroying the willingness of market makers to assume the additional risk and misplaced responsibility that is proposed by this rule, these market makers will no longer be dealing in microcap companies, these very same companies will be destroyed in the process, which definitely will not be in the best interests of the public and the economy. There are better ways to achieve the same results. For these reasons, I would urge you in the strongest way possible to not implement this proposed rule changes. I would also hope that the Commission would take the time to come up with a more appropriate way to deal with the problems and challenges that it is attempting to address. Sincerely, Dale R. Gwilliam Senior Vice President And Chief Legal Counsel