Plures Technologies, Inc. (fka MANY)

[bman17]

From 8K (CMSF merger conversion ratio for commons and r/s 400 to 1):

(b) The “ Common Conversion Ratio ” shall be .914-for-1. Stockholders of record of the Company as of the Closing Date (the “ Indemnifying Stockholders ”) shall be entitled to receive immediately 85% of the shares of Parent Common Stock into which their Company Shares were converted pursuant to this Section 1.03 (the “ Initial Shares ”) pro rata in accordance with their respective holdings of Company Shares immediately prior to the Closing; the remaining 15% of the shares of Parent Common Stock into which their Company Shares were converted pursuant to this Section 1.03 , rounded to the nearest whole number (with 0.5 shares rounded upward to the nearest whole number) (the “ Holdback Shares ”), shall not be issued to the Indemnifying Stockholders at the Closing pursuant to Section 1.03 but shall be reserved for issuance by the Parent in accordance with Section 1.06 and, if and as released from the obligations set forth in Section 1.06 , will be issued to the Indemnifying Stockholders pro rata according to their holdings of the Initial Shares as of the Closing. The Initial Shares and the Holdback Shares shall together be referred to herein as the “ Merger Shares .”

After the closing of the Merger, 72.5% of CMSF’s outstanding common stock will be owned by the current stockholders of Plures, 20% of the stock will be owned by RENN Universal and RENN Global as a result of the conversion of their $2,000,000 in promissory notes, and 7.5% of the stock will be owned by the current stockholders of CMSF. When taken together with their current holdings of CMSF, after the closing of the Merger RENN Universal will own 20.5% of the outstanding common stock of CMSF, and RENN Global will own 6.8%. All numbers of shares set forth herein are based on a 400:1 common stock combination of CMSF to be effected prior to the Merger.

(g) Filing of Amended and Restated Certificate of Incorporation . The Parent shall have filed with the Secretary of State of the State of Delaware an Amended and Restated Certificate of Incorporation (i) effecting a 400 for 1 reverse stock split, (ii) changing the name of Parent to “Plures Technologies, Inc.,” and (iii) setting forth the voting powers, designations, preferences and relative, participating, optional or other rights and the qualifications, limitations and restrictions of the Parent Preferred Stock, in the form attached hereto as Exhibit B .

http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=7958492