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Thursday, 06/23/2011 7:50:12 AM

Thursday, June 23, 2011 7:50:12 AM

Post# of 2842
The Reason for a "Reverse Merger" with Crossing Automation


ASYTQ A "public shell"

The shareholders of these companies have often purchased their shares at a cost far in excess of the current market.

Shareholders often find it necessary to initiate the reverse merger process as the directors and managers usually leave the company. Since prior management has often caused the problems, they are usually not in a position to negotiate settlements with the creditors which are necessary to clean up the "shell." Shareholders and left with their shares which are worthless unless they take the initiative, call a shareholders meeting, elect a new board of directors, and look for a merger candidate which will enable them to recoup some if not all of their original investment.


A "reverse merger" is one where at least 51% of the ownership interests of the private company is acquired by the shell company in a transaction where at least 51% and sometimes up to 90% or more of the shell companies stock ends up in the hands of the shareholders of the private company at the conclusion of the transaction. The "shell" company is the survivor because only its shares have the right to trade in the public market but the shareholders of the private company are now in control. They can then change the name of the company to the name of their company and elect their nominees to the board of directors.

Sometimes companies have cash remaining as an asset when the other assets or business has been sold and on occasion the issue less than 50% of their shares to acquire all of the stock of the private company. These are not "shell" transactions but mergers or acquisitions depending upon the structure.


Nearly half of the U.S. companies listed as public over the last five years, did so through "reverse mergers"





These ASYTQ Insiders own the most common shares

Top Insider Holders

Name >Position >Reported >Total Holdings

Bonora, Anthony C Officers -------------------- 716,393
Schwartz, Stephen S Officers ------------------ 714,456
Joy, Ken E Beneficial Owners ------------------ 610,216
Oleary, D Beneficial Owners ------------------- 610,216
Menlo, Venture Partners Beneficial Owners ----- 610,216
Montgomery, Henry Dubose Directors ------------ 610,216
Menlo, Management Partners Beneficial Owners -- 610,216
Bredt, Thomas H Beneficial Owners ------------- 610,216
Carlisle, Douglas C Beneficial Owners --------- 610,216


Asyst Technologies Inc: Insider Trading
http://www.secform4.com/insider-trading/909326.htm

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