Mustard Seeds Investment Club

[gemmerling]

Tragedy forces GameCom to postpone merger vote

http://www.kioskmarketplace.com/news_story.htm?i=10705

by John Harrell, Editor • 14 September 2001

ARLINGTON, Texas - Interactive gaming kiosk designer GameCom Inc. has been forced to postpone a shareholder meeting on Sept. 14, including a vote on its merger with virtual reality entertainment company Ferris Productions Inc., because of the terrorist attack on the World Trade Center three days earlier.

GameCom has rescheduled the shareholder meeting for Sept. 21.

New York-based Continental Stock Transfer and Trust Company, which was compiling voting for the company, has been closed since the terrorist attack. With Continental shut down, GameCom was unable to obtain certified proxy votes by Sept. 14.

Continental is located on Broadway in the heart of the New York financial district, which has been paralyzed since the terrorist attack, which brought down the World Trade Center’s twin towers. The New York Stock Exchange and NASDAQ exchanges, which have been closed since the attack, are scheduled to reopen on September 17.

"We were talking with Continental’s officials and they told us we were not the only company that couldn’t go ahead with something like this because of the inability to certify proxy votes," said L. Kelly Jones, GameCom chief executive officer. "Everything south of 14th Street (in Manhattan) is closed and that’s the financial nerve-and I don’t think I’m overstating by saying this-for the entire world."

GameCom and Ferris signed a letter-of-intent to merge on April 18 and announced a formal merger agreement 16 days later.

Five days after the letter-of-intent was signed, however, Entertainment Technologies & Programs Inc. (ETPI) filed suit, alleging that Ferris was bound to conduct good faith negotiations with the company as part of a letter of intent they signed in March. Ferris countered that it terminated that letter on April 17, one day before signing with GameCom.

On Sept. 14, Jones said that Ferris recently filed a countersuit against ETPI, alleging that ETPI had failed to finish paying a promissory note to Ferris. Ferris and GameCom also plan to file a motion next week for a summary judgment to have ETPI’s suit dismissed.



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