Terremark registered 17.39 million shares of common. But the Internet services and real estate development company says it is not selling any common stock under the registration statement. The common was trading at 40 cents per share at the market close Feb. 8 on the American Stock Exchange. The stock's 52-week high-low is $2.50 and 22 cents per share.

The registration statement had to be filed to comply with SEC rules that companies follow in notifying holders of convertible debentures. But Manuel D. Medina, Terremark's chairman/CEO, was in no hurry to accept his company's offer.

"Many of the holders of the debentures, like me, are insiders or people in close contact with the company," Medina says in a prepared statement. "And I certainly have no intention of converting my debentures into common stock at this price."