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Case Update 12/31/2011: 4Kids Entertainment
http://thediligentinvestor.blogspot.com/2011/12/case-update-12312011-4kids.html
TDLPQ - we knew it was comin!
GLTA
KIG
TDLPQ .16 - ifs official: 8k
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 7, 2011
TRANSDEL PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
Delaware
000-52998
45-0567010
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)
601-C East Palomar Street, Chula Vista, CA
91911
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including area code: (858) 457-5300
N/A
(Former name or former address if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
. Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
. Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
. Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
. Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01. Entry Into a Material Definitive Agreement.
As previously disclosed by Transdel Pharmaceuticals, Inc. (the “Company”), on June 26, 2011, the Company filed a voluntary petition for reorganization relief under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the Southern District of California (the “Bankruptcy Court”), Case No. 11-10497-11 (the “Chapter 11 Case”). On November 21, 2011, in connection with the transactions described below, the Company requested that the Bankruptcy Court dismiss the Chapter 11 Case, and on December 9, 2011, the Bankruptcy Court entered an order dismissing the Chapter 11 Case. In connection with the dismissal of the Chapter 11 Case, the Bankruptcy Court, among other things, declined to retain jurisdiction over claim objection proceedings and found moot the Company’s objection to the claims of Cardium Therapeutics, Inc. (“Cardium”) and Cardium Healthcare, Inc. (“Cardium Healthcare”), a wholly owned subsidiary of Cardium. The dismissal of the Chapter 11 Case is based upon the provisions of both 11 U.S.C. Sections 305(a) and 1112(b).
On November 21, 2011, the Company entered into a Secured Line of Credit Letter Agreement (the “Line of Credit Agreement”) with DermaStar International, LLC (“DermaStar”). The Line of Credit Agreement became effective on December 9, 2011, in connection with the dismissal of the Chapter 11 Case by the Bankruptcy Court. On December 9, 2011, as required by the Line of Credit Agreement, the Company entered into a Security Agreement and an Intellectual Property Security Agreement with DermaStar, pursuant to which the Company granted to DermaStar a blanket security interest in all of its assets, including its intellectual property.
The Line of Credit Agreement provides for advances to the Company of up to an aggregate of $750,000 (each an “Advance” and collectively the “Loan”), subject to the satisfaction by the Company of certain conditions in connection with the initial Advance and each subsequent Advance. Each Advance will be made pursuant to a Promissory Note in favor of DermaStar. On December 12, 2011, the Company requested and received an initial Advance of $150,000 from DermaStar and issued DermaStar a promissory note in the amount of $150,000 (the “Initial Note”). The proceeds received from the Initial Note will be used to satisfy certain administrative and priority claims of the creditors of the Company and pay certain legal and accounting fees and expenses. Future Advances under the Line of Credit Agreement, if any, will be made in $50,000 increments and are expected to be used to pay legal and accounting fees and expenses and for general corporate purposes. The Loan accrues interest at 10% per annum and may be prepaid at any time without penalty. The amounts due under the Loan may accelerate at the option of DermaStar upon the occurrence of certain customary events of default. In addition, the amounts due under the Loan may accelerate if (i) there is a change in the ownership of control of more than 20% of the voting capital stock of the Company (other than purchases of the Company’s capital stock by DermaStar) and (ii) the Company is named as a defendant in any legal action brought by any current or former employee, executive officer or director of the Company or any third party with whom the Company had entered into any agreement prior to the date of the dismissal of the Chapter 11 Case.
In partial consideration for and in connection with the Line of Credit Agreement, on November 21, 2011, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with DermaStar, pursuant to which the Company agreed to issue ten (10) shares of newly-designated Series A Convertible Preferred Stock (the “Series A Preferred Stock”) to DermaStar for an aggregate purchase price of $100,000. The Purchase Agreement became effective on December 9, 2011, in connection with the dismissal of the Chapter 11 Case by the Bankruptcy Court. On December 12, 2011, the Company and DermaStar consummated the transactions contemplated by the Purchase Agreement. The shares of Series A Preferred Stock issued to DermaStar in the offering are convertible into 59,988,002 shares of the Company’s Common Stock. Certain of the rights and preferences of the Series A Preferred Stock are summarized in Item 5.03 below. The shares of Series A Preferred Stock were issued in a private placement transaction pursuant to Section 4(2) of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.
As a condition of DermaStar’s purchase of the Series A Preferred Stock, the Company entered into a Mutual General Release Agreement (the “Mutual Release”) with certain former and current employees, officers and directors of the Company (the “Releasors”). The Mutual Release releases the Company and the Releasors thereto from liability for actions and events occurring through the date of the Mutual Release.
The foregoing descriptions of the above documents do not purport to be complete and are qualified in their entirety by the Line of Credit Agreement, the Security Agreement, the Intellectual Property Security Agreement, the Securities Purchase Agreement and the Mutual Release, attached as Exhibit 10.1, Exhibit 10.2, Exhibit 10.3, Exhibit 10.4 and Exhibit 10.5, respectively, to this Current Report on Form 8-K and incorporated herein by reference.
2
Item 1.02. Termination of a Material Definitive Agreement.
As previously disclosed by the Company, in connection with the Chapter 11 Case, the Company, as seller, and Cardium Healthcare, Inc., a wholly-owned subsidiary of Cardium, as purchaser, had entered into an Asset Purchase Agreement dated June 26, 2011 pursuant to which the Company agreed to sell substantially all of the assets of the Company to Cardium Healthcare, Inc. pursuant to Sections 105, 363 and 365 of the Bankruptcy Code, subject to court approval and the satisfaction of certain conditions set forth in the Asset Purchase Agreement. Consummation of the sale was subject to obtaining an order of approval from the Bankruptcy Court. On July 26, 2011, the Bankruptcy Court denied the Company’s motion to approve the Asset Purchase Agreement. On October 7, 2011, the Company terminated the Asset Purchase Agreement with Cardium Healthcare, Inc. pursuant to its terms.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth under Item 1.01 of this Current Report on Form 8-K regarding the Line of Credit and the Loan is hereby incorporated by reference into this Item 2.03.
Item 3.02. Unregistered Sales of Equity Securities.
The information set forth under Item 1.01 of this Current Report on Form 8-K regarding the issuance of the Series A Preferred Stock is hereby incorporated by reference into this Item 3.02.
Item 5.01. Changes in Control of Registrant.
The information set forth under Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 5.01. Immediately prior to the issuance of the Series A Preferred Stock as described above, the Company had issued and outstanding approximately 15,882,000 shares of Common Stock and no shares of Preferred Stock. The ten shares of Series A Preferred Stock issued to DermaStar are convertible into 59,988,002 shares of Common Stock. The Company’s Amended and Restated Certificate of Incorporation currently authorizes the Company to issue up to 50,000,000 shares of capital stock. As a result, the Company does not currently have a sufficient number of shares of authorized Common Stock to convert all shares of Series A Preferred Stock into Common Stock. Until the number of authorized shares of Common Stock is increased through an amendment to the Company’s Amended and Restated Certificate of Incorporation, DermaStar has the ability to convert five of its ten shares of Series A Preferred Stock into 29,940,120 shares of Common Stock, representing approximately 65% of the capital stock of the Company on an as-converted basis.
The Company expects to seek stockholder approval of an amendment to its Amended and Restated Certificate of Incorporation to increase the number of authorized shares of capital stock of the Company sufficient to permit DermaStar to convert all ten shares of Series A Preferred Stock into Common Stock. Following approval of such an amendment DermaStar would be able to convert all ten shares of Series A Preferred Stock into 59,988,002 shares of Common Stock, representing approximately 79% of the capital stock of the Company on an as-converted basis. In addition, because the Series A Preferred Stock votes on an as-converted basis together with the Common Stock, DermaStar has control over approximately 79% of the voting securities of the Company. The separate approval of the Series A Preferred Stock is also required for the approval of certain matters, some of which are summarized in Item 5.03 below. As a result, DermaStar has sufficient voting power to direct the affairs of the Company.
DermaStar’s investment in Transdel was made out of its available funds. There are no understandings or arrangements between the Company’s board of directors and management and DermaStar with respect to the election of directors.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b)
Effective December 16, 2011, Anthony S. Thornley resigned as a director from the Company’s Board of Directors. Mr. Thornley’s resignation was not in connection with any known disagreement with the Company on any matter. Effective December 16, 2011, Terry Nida resigned as principle executive officer and principle financial officer of the Company.
(d)
Effective December 16, 2011, upon the unanimous consent of the Company’s Board of Directors, Mark L. Baum and Dr. Robert J. Kammer joined the Board of Directors, each to serve until his resignation or removal or until his successor is duly elected and qualified. Mr. Baum and Dr. Kammer are the Managing Members of DermaStar and both Dr. Kammer and Mr. Baum hold ownership interests in DermaStar. There are no arrangements or understandings between either Mr. Baum or Dr. Kammer and any other persons pursuant to which either Mr. Baum or Dr. Kammer was elected as a director. The information set forth under Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 5.02(d).
3
Mark L. Baum, Esq. is a 39 year old executive with more than 15 years experience in financing, operating and advising small capitalization publicly traded enterprises, with a particular focus on restructured or reorganized businesses. As a manager of capital, he has completed more than 125 rounds of financing for more than 40 publicly traded companies. As a securities attorney, Mr. Baum has focused his practice on US securities laws, reporting requirements and public company finance-related issues that affect small capitalization public companies. Mr. Baum has actively participated in numerous public company spin-offs, restructurings and recapitalizations, venture fundings, private-to-public mergers, asset acquisitions and divestitures. In additional to his fund management and legal experience, Mr. Baum has operational experience in the following industries: life science and diagnostics, closed door pharmacies, cleaner and renewable energy and retail home furnishings. Mr. Baum has served on numerous boards of directors, including Chembio Diagnostic Systems, Inc., Applied Natural Gas Fuels, Inc., Shrink Nanotechnologies, Inc. and You on Demand, Inc., as well as Boards of Advisors for domestic and international private and public companies. Mr. Baum founded and capitalized the Mark L. Baum Scholarship which has funded tuition grants to college students in Texas. He is a trustee of the Collier de Bleu Trust, based out of San Miguel de Allende, Mexico, which is dedicated to funding educational opportunities for non-English speaking children in and around the greater San Miguel de Allende area. Mr. Baum is a published inventor and a licensed attorney in California and Texas.
Dr. Kammer, 62, received his Bachelor of Science Degree in 1971 from Xavier University, Cincinnati, Ohio. He received his Doctor of Dental Surgery Degree from the University of Iowa in 1974. Dr. Kammer is a Diplomat of The American Board of Orofacial Pain and a Founding Charter Member of The Academy for Sports Dentistry and Colorado Osseointegration Study Club. From 1979 to 1996, Dr. Kammer was an Associate Professor and Course Director of Orofacial Pain Section in the Department of Restorative Dentistry at The University of Colorado Health Science Center. From 1982 through 1993, he served on the Sports Medicine Advisory Committee at The University of Colorado Intercollegiate Athletics and was the Team Dentist for Football and Basketball. From 1983 to 1990, Dr. Kammer was a consultant to the Boulder-Denver Pain Control Center and from 1988 through 1991, he served as a Referee and Editorial Staff Consultant of the Journal of Orofacial Pain. Dr. Kammer recently contributed a chapter to the groundbreaking text Osteoperiosteal Flap, is consulting for Clear Choice Dental Implant Centers, co-authoring scientific papers and is a co-investigator for a landmark study of Titanium Implant Prostheses at the Mayo Institute.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On December 9, 2011, the Company filed a Certificate of Designation to its Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware (the “Certificate of Designation”), setting forth the rights and preferences of the Series A Preferred Stock. Among other things, the Certificate of Designation (i) authorizes ten (10) shares of the Company’s preferred stock to be designated as “Series A Convertible Preferred Stock”; (ii) grants the holders of the Series A Preferred Stock the right to convert into the Company’s Common Stock at a conversion price of $0.001667, as adjusted; (iii) grants a liquidation preference of $10,000 per share of Series A Preferred Stock; (iv) provides that the holders of Series A Preferred Stock shall vote with the holders of the Company’s common stock on an “as converted basis”; and (v) provides that the affirmative vote of a majority of the outstanding shares of the Series A Preferred Stock is required to approve certain other corporate matters including, among other things, changes to the rights of the holders of the Series A Preferred Stock, amendments to the Company’s Certificate of Incorporation or Bylaws, issuance of priority or parity securities, issuance of debt securities, entry into certain fundamental transactions and increase or decrease the size of the Board of Directors of the Company. A copy of the Certificate of Designation is listed as Exhibit 3.1 to this Form 8-K and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No.
Description
3.1
Certificate of Designation of Series A Convertible Preferred Stock of Transdel Pharmaceuticals, Inc.
10.1
Secured Line of Credit Letter Agreement, dated as of November 21, 2011, by and between Transdel Pharmaceuticals, Inc. and DermaStar International, LLC
10.2
Security Agreement, dated as of December 9, 2011, by and between Transdel Pharmaceuticals, Inc. and DermaStar International, LLC
10.3
Intellectual Property Security Agreement, dated as of December 9, 2011, by and between Transdel Pharmaceuticals, Inc. and DermaStar International, LLC
10.4
Securities Purchase Agreement, dated as of November 21, 2011, by and between Transdel Pharmaceuticals, Inc. and DermaStar International, LLC
10.5
Mutual General Release Agreement, dated December 13, 2011, by and between Transdel Pharmaceuticals, Inc. and the other signatories thereto
Well, considering wamuq is topped at 3.5 cents/share, and the downside is zero, I'd take that bet. CEMJQ shareholders were screwed by a couple of hedge fund turds. If they could have kept their collective mouths shut, cemjq would have paid an additional dollar.
Any thoughts on the WAMUQ developments...common and/or preferred valuation, etc? I bet it beats the socks off of the CEMJQ deal for shareholders.
http://www.bloomberg.com/news/2011-12-13/washington-mutual-settles-shareholder-dispute-preventing-bankruptcy-exit.html
TDLPQ .10 x .19 - Read IMO :
norskgutt
Share
Tuesday, December 06, 2011 5:53:35 PM
Re: None
Post # of 2207
IMPORTANT READ. FOUND THIS. CONFIRMS STICKY ..WOW!!!!
CXM deal has been rejected in favor of a proposal by the largest shareholder Alexej Ladonnikov. The CXM deal had many weak points and the new deal is much better for the shareholders.
"Ladonnikov has decided to withdraw his support for the Sale Motion and instead desires to work with DermaStar and the Debtor to craft a plan of reorganization that will result in a substantial recovery for the Debtor’s creditors and existing equity holders".Mr. L. has a little over $1M invested and has the backing of the UST and shareholders representing approx. 30% of the O/S. COMMOMS ARE SAFE!
Mr. Ladonnikov and DermaStar International, LLC are the plan sponsors. DermaStar is a private company formed to handle this. More details on them will be in future court filings. The Plan Sponsors are prepared to fund a plan of reorganization which will allow the Debtor’s creditors and shareholders to realize immediate and future dividends. Their plan is to provide:
1. immediate funds to pay administrative expenses and a portion of the Debtor’s unsecured claims.
2. sufficient operating capital to complete the second Phase 3 trial.
3. an experienced board and management team to oversee the final Phase 3 trial and, if approved, bring the product to market.
4. a commitment to bring the product to market.
"The Plan Sponsors, which include the Debtor’s largest unsecured creditor, believe that a plan of reorganization will yield a greater recovery for the Debtor’s creditors and shareholders without the additional risk of significant losses from Cardium’s business lines with significant historical losses."
Share Structure:
This is a low floater and moves on air.
Shares Outstanding: 15.93M
Float: 9.93M
links:
If you don't have a PACER account, some of the documents are posted on the Court website:
http://ia600607.us.archive.org/33/items/...
Opposition to Debtor's Motion to Sell Substantially All Assets of the Estate Free and Clear of Liens, Claims and Interests and Assume and Assign Certain Executory Contracts without Overbid filed by Matthew J. Riopelle of Foley & Lardner, LLP on behalf of Alexej Ladonnikov.
http://www.archive.org/download/gov.usco...
Declaration of Michael Corwin In Opposition to Sale
http://www.archive.org/download/gov.usco...
Minute Order. Hearing DATE: 07/26/2011
http://www.archive.org/download/gov.usco...
I posted my thoughts on another board both initially when the rumors started up and again this morning. I am shocked by this. From an employee morale perspective this is a horrible time. Their pilot pay is competitive on a per hour basis but I believe they have some antiquated work rules that need to be cleaned up. They already have a two tier pension plan so that should be a small issue going forward.
Simply put there is no reason to do this before January. I feel bad for the employees who while it will be business as usual will have a right to be concerned. Long term it should allow AMR to shed some older leases, but frankly they owned most of their fuel hogs, and already had orders to replace them with new fleets which would help in this fuel $ enviroment.
I had bought some March 2012 calls thinking that a resolution would be announced to the pilot agreement after the holidays. They are now worthless and so will the commons.
American Airlines Parent Files For Chapter 11 Protection
7:16 AM ET 11/29/11 | Dow Jones
DOW JONES NEWSWIRES
AMR Corp. (AMR), the parent company of American Airlines Inc., filed for Chapter 11 bankruptcy in New York, a process that will allow the carrier to continue normal business operations as it restructures its debt.
The company also named Thomsas Horton as chairman and chief executive, succeeding Gerard Arpey, who will retire.
"This was a difficult decision, but it is the necessary and right path for us to take - and take now - to become a more efficient, financially stronger, and competitive airline," Horton said.
The company has about $4.1 billion in unrestricted cash and short-term investments, which is expected to be sufficient to pay vendors, suppliers and other business partners during the Chapter 11 process. AMR doesn't expect to need debtor-in-possession financing.
Last month, AMR said it swung to a third-quarter loss as it again suffered under surging fuel expenses, which have been a particularly acute challenge for AMR in recent quarters. For the latest period, the company said aircraft fuel expenses jumped 40% from a year earlier.
Earlier this fall, AMR repeatedly defended itself against speculation of an impending bankruptcy, and the company had stressed it has no plans to restructure in court. American Airlines was the only major carrier not to turn a profit last year and looks set for another full-year loss in 2011.
Shares plunged 60% to 64 cents premarket.
-By Lauren Pollock, Dow Jones Newswires; 212-416-2356; lauren.pollock@dowjones.com
> Dow Jones Newswires
11-29-11 0716ET
Copyright (c) 2011 Dow Jones & Company, Inc.
Has anyone looked at PPMIQ? They have a negative worth of ~500 million.
http://phx.corporate-ir.net/phoenix.zhtml?c=63356&p=irol-newsArticle&ID=1633433&highlight=
TDLPQ !Alert! - posted by noneck
Share
Wednesday, November 23, 2011 1:20:35 PM
Re: eom7 post# 1987
Post # of 2008
eom7, regarding the float...
just got off the pone with John. He said the float is somewhere between 5M to 6M, that's it. He said the O/S is about 16M. He said if you add up what the insiders own, plus a group of shareholders (like the ones who formed DermaStar LLC) who have no intention of selling, it comes to well over 60%. So the float is somewhere between 5M - 6M.
He also said it will most likely be after the Turker Holiday before a filing comes out, because the company lawyer (Mr. Breslauer) and the Trustee both have to sign off on it, then the info is sent to Edgar. But everything is in the works. At some point, the Q will also be dropped from TDLPQ. I just love good news. :)
TDLPQ .19 - $17,000 bid at .17 now!
One would need to know all of the circumstances surrounding the abrupt exit to know if it is ultimately good or bad. While on the surface it may seem good one should recognize that there are a lot of protections afforded to parties in interest while within the confines of a bankruptcy proceeding. To find that a buyer demands abrupt dismissal from bankruptcy before it will tender funds should raise eyebrows. Most distressed buyers like to purchase assets via section 363 sale so that they can get clear title, broad releases and indemnification from the court. When the normal process is circumvented it requires a deeper look under the hood. I see that certain creditors and certain equity holders withdrew their objections and that appears positive but one also has to ask whether they really had a choice. It may have been a "take the terms we give you or enjoy your massive haircut in liquidation". Sort of like being held hostage with a gun in your back, from a distance it looks like the abducter and hostage are "together" but a closer look may reveal something more sinister.
Since i'm not privy to the inner workings of the case, i'm just offering a different perspective on how the appearance vs. reality can be stark when the normal process is not adhered to. I'd be curious to find out more details if you have them.
It's over! TDLPQ is out of BK...
Posted by noneck
Share
Tuesday, November 22, 2011 9:53:33 AM
Re: None
Post # of 1865
According to Pacer (See #4 at the very bottom of this post):
UNITED STATES BANKRUPTCY COURT
Minute Order
SOUTHERN DISTRICT OF CALIFORNIA
Hearing Information:
0.00
Case Number:
Matters:
PETER W. BOWIE
Reporter / ECR: LYNETTE ALVES
Courtroom Clerk: TINA SCHMITT
Bankruptcy Judge:
Date / Time / Room:
11-10497-PB11 Chapter: 11
Debtor:
MONDAY, NOVEMBER 21, 2011 03:00 PM DEPARTMENT 4
TRANSDEL PHARMACEUTICALS, INC.
1) DEBTOR-IN-POSSESSION'S OBJECTION TO CLAIM NUMBERS 20 (CARDIUM THERAPEUDICS, INC.)
AND 21 (CARDIUM HEALTHCARE, INC.)
2) STATUS CONFERENCE ON CHAPTER 11 PETITION & INFORMAL REVIEW OF DISCLOSURE
STATEMENT (fr. 10/17/11)
3) DEBTOR-IN POSSESSION'S MOTION FOR ORDER EXTENDING THE EXCLUSIVITY PERIOD
DURING WHICH ONLY THE DEBTOR MAY FILE & SEEK CONFIRMATION OF A PLAN OF REORGANIZATION
4) DEBTOR-IN-POSSESION'S MOTION AN ORDER DISMISSING THE CHAPTER 11 CASE & RETAINING
JURISDICTION OVER CLAIM OBJECTION PROCEEDING
DAVID A. ORTIZ, ATTORNEY FOR U.S. TRUSTEE
MICHAEL D. BRESLAUER, ATTORNEY FOR TRANSDEL PHARMACEUTICALS, INC.
BRIAN BYUN, ATTORNEY FOR AD HOC EQUITY COMMITTEE
MATTHEW J. RIOPELLE, ATTORNEY FOR ALEXEJ LADONNIKOV & DERMA STAR
DAN MINTEER, ATTORNEY FOR CARDIUM HEALTHCARE, INC.
JEFF ABRAHAMS, BOARD OF DIRECTORS FOR TRANSDEL PHARMACEUTICALS, INC.
MARK BALM, INTERESTED PARTY FOR DERMASTAR
Appearances:
Disposition:
1-3) Moot
4) Case dismissed. Order to be prepared by Attorney Breslauer and the U.S.Trustee is to sign off on the Order.
1.00
Page 1 of 1
11/21/2011 5:20:19PM
sto-
Got your message, 10-4. You wouldn't believe what happens behind the scenes. I'm to cheap to be able to reply with PM's. Thanks.
re MFGLQ .098 could there be any value in the co as a tax right off if another co bought them? Sometimes co.s will buy the company just for the tax writedowns? Any thoughts welcome . I have no position in this yet.
most of them (Q) are...
Worthless paper.
and who was it that made you think r/m ?
Live and learn, sometimes the Hard Way !!
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=68159628
April 20, 2009 - ASYTQ filed Voluntary CH.11 BK
March 5, 2010 - The 8-K says: the common shares were cancelled and will forever cease trading on any exchange, or market.
> Shares continue to trade after March 5, 2010, leaving investors thinking the shares are not going away, since Market Makers are maintaining a Bid and Ask daily. <
October 22, 2010 - I buy shares of the stock on belief of R/M
September 29, 2011 - Shares are deleted by OTC by order of FINRA
September 29, 2011 - I can't believe I just lost a ton of money, all of a sudden, right out of the blue!!!
Lesson learned:
> Don't trust that FINRA is watching companies and Market Makers, to make sure that investors don't get burned.
> Never buy shares in a BK compcny, when the shares are said to be cancelled !!
I got burned in this one, real BAD !!
April 20, 2009 - ASYTQ filed Voluntary CH.11 BK
March 5, 2010 - The 8-K says: the common shares were cancelled and will forever cease trading on any exchange, or market.
October 22, 2010 - I buy shares of the stock on belief of R/M
September 29, 2011 - Shares are deleted by OTC by order of FINRA
September 29, 2011 - I can't believe I just lost a ton of money, all of a sudden, right out of the blue!!!
Lesson learned:
> Don't trust that FINRA is watching companies and Market Makers, to make sure that investors don't get burned.
> Never buy shares in a BK compcny, when the shares are said to be cancelled !!
Still appears to be the case. There is not enough money to pay commons anything.
Hey jaxstraw... is this still the case w/ TSTRQ IYO? TIA
jaxstraw Member Level
Thursday, October 06, 2011 6:56:28 PM
The best DD I've seen on that case is from Spymaster3.
Read his posts and take what he says to the bank.
http://investorshub.advfn.com/boards/MemberPostsToBoard.aspx?userid=228174&boardid=15514
The commons are going to be almost 400mm out of the money from my understanding.
That is almost an insurmountable figure especially in light of the unsecured creditors are not even getting paid in full and the preferred are getting zeroed out.
Even the creditors are objecting right now because they feel the valuation is low. They are not doing that to give shareholders anything, they want more themselves.
American Airlines fell below 2 today, Bank of America is below 6, and Alcoa fell below 9 today.
Signs of things to come.
Chemtura Announces Supplemental Distribution to Legacy CEMJQ Shareholders
http://thediligentinvestor.blogspot.com/2011/08/chemtura-announces-supplemental.html
Point Blank Solutions Announces §363 Sale
http://thediligentinvestor.blogspot.com/2011/08/point-blank-solutions-announces-363.html
So how long before the dead cat bounce that someone tries to pump?
Evergreen Solar Files for Chapter 11 Reorganization
http://ih.advfn.com/p.php?pid=nmona&article=48835583&symbol=ESLR
Evergreen Solar, Inc. (NasdaqCM: ESLR), a manufacturer of String Ribbon® solar power products with its proprietary, low-cost silicon wafer technology, today announced that it had voluntarily filed a petition for relief under Chapter 11 of the U.S. Bankruptcy Code. The petition was filed in the U.S. Bankruptcy Court for the District of Delaware.
In conjunction with the Chapter 11 filing, the Company entered into a restructuring support agreement with certain holders of more than 70% of the outstanding principal amount of the Company’s 13% Convertible Senior Secured Notes, or the supporting noteholders. Pursuant to the restructuring support agreement, the supporting noteholders have agreed, subject to certain terms and conditions, to implement the restructuring to be effected through one or more sales of certain of the Company’s assets pursuant to section 363 of the Bankruptcy Code, including the Company’s String Ribbon™ wafer technology business assets. As part of the bankruptcy process the Company will undertake a marketing process and will permit all parties to bid on its assets, as a whole or in groups pursuant to section 363 of the Bankruptcy Code. The supporting noteholders have agreed to support the Company’s restructuring by consenting to cash collateral usage pursuant to a budget during the sale process; and to support the costs of the Bankruptcy Case, including court approval of a plan of reorganization subsequent to the sale process.
As part of the restructuring, an entity formed by the supporting noteholders, ES Purchaser, LLC, entered into an asset purchase agreement with the Company. ES Purchaser will serve as a “stalking-horse” and provide a “credit-bid” pursuant to the Bankruptcy Code for assets being sold. If higher or better offers for assets are not obtained, it is expected that most of the Company’s assets will be acquired by ES Purchaser pursuant to the asset purchase agreement. The asset purchase agreement for the 363 sale is subject to Bankruptcy Court approval and other customary closing conditions. The Company has the requisite funding in hand to operate in Chapter 11 and will continue to operate but with additional operational changes necessary to continue to reduce expenses.
“Since January, Evergreen Solar has been aggressively repositioning itself to fully leverage the potential our String Ribbon wafers can bring to high volume solar cell and module manufacturers as these customers are facing severe pressure to further reduce their total cost of manufacturing and particularly their wafer supply costs. The actions we are taking today enable the continued development of an industry standard wafer using Evergreen’s differentiated technology and thereby provide the lowest cost wafer to the growing solar industry,” said Michael El-Hillow, the Company’s President and Chief Executive Officer.
“Chapter 11 will provide Evergreen Solar with the ability to maximize returns for our stakeholders through the proposed sale process. Importantly, we expect to continue our technology development without interruption during Chapter 11 and the sale process. Day-to-day operations will go on as usual as employees carry out their responsibilities and we will continue to pay our suppliers and vendors for goods and services received during this period,” Mr. El-Hillow added.
As part of Evergreen Solar’s reorganization activities, the Company will reduce its United States and European workforce by about 65 people, including suspension of operations at its Midland, Michigan filament facility, and will have 50 people supporting development, 10 people in administration as well as 25 people supporting industry standard wafer development in Wuhan, China. The Company’s Wuhan China manufacturing business is expected to continue depending on market demand while the Company engages in discussions with its investors in China regarding possible changes to that operation and its sources of financing, including the possibility of transitioning its operations to the Company’s new industry standard wafer technology.
Based upon the estimated value of the Company’s assets, the assets are expected to be insufficient to satisfy all its obligations to its creditors. Accordingly, it is expected that no distributions will be made to holders of common stock and the common stock will be extinguished upon consummation of the Chapter 11 plan.
No, nor if it will go lower than that. I think moody's and fitch will follow with downgrades on US debt and I think there is a strong likelyhood the debt will get another downgrade by S&P early next year.
If another currency replaces the dollar as the global currency = easy 5000, ponzi scheme over.
Are you sure it will take that long?
DOW 7000 by Feb 2012. The clowns running this country have made its bed for a while now, and I see no reason why this board's activity won't be picking up over the next 18-24 months.
Anyone here following CORSQ?
Thanks for the reply. I'll keep you updated if I know any more.
Spot on. Still as valid as it was when I told you.
Indeed Wallstreet. Keeping it clean. Nice.
Siemens Submits Qualified Bid in HearUSA Auction
http://thediligentinvestor.blogspot.com/2011/07/siemens-submits-qualified-bid-in.html
Case Update: Point Blank Solutions 07/22/2011
http://thediligentinvestor.blogspot.com/2011/07/case-update-point-blank-solutions.html
The only reason that was not deleted is because it was not seen within the required 48 hours. DO NOT bring that junk pump spam no name fictitious client bs to this board. This is a 'distressed and bankrupt' board. QSGI, by all accounts on that board, has lost the q which identifies a security as being in bankruptcy. Therefore, it is off topic. No need to tarnish its name over here, I would hate for someone to use it as an excuse when it doesn't 'go to the moon'.
QSGI, Inc. Announces Four New Clients
QSGI, Inc. (Pink Sheets:QSGI) today announced that its KruseCom unit has acquired four significant new customers in recent days. The size and diversity of these four companies reflect the broad range of services that KruseCom provides for major enterprises.
For a London based wholesale brokerage intermediary KruseCom is providing I.T. Asset Management services with full service Data Security Compliance and Reporting of end-of-life computer equipment at two facilities.
In the mid-west KruseCom is managing remarketing and resale of over 400 mobile tablet computer devices for a delivery company. These units are late model, and were excess inventory of the owner.
KruseCom conducted its first transaction with a new leasing company, providing audit and remarketing services for laptops returning from initial lease.
KruseCom also purchased a large lot of Ultrasound and other medical equipment from a manufacturer of health care solutions and equipment.
Marc Sherman, Managing Member of KruseCom, LLC, and Chairman/CEO of QSGI, Inc., explained, "We are pleased with the new-customer acquisition efforts and results in our KruseCom unit. These transactions represent the kind of customers we seek to serve, and illustrate the broad range of services that KruseCom adds to the QSGI portfolio of offerings. We appreciate the chance to work with these new customers. We are also mindful of our appreciation for our legacy and new shareholders who supported the recent merger between KruseCom and QSGI. As we continue moving closer to our exit from bankruptcy protection we have achieved another milestone; the trailing Q on our ticker symbol has now been removed. This ensures that our legacy shareholders' stock will remain intact.
About KruseCom
KruseCom 'Buys, Sells, and Maintains Enterprise I.T.' KruseCom's portfolio of products and services is designed to help corporations and government organizations to better manage their surplus information technology assets. KruseCom customers benefit by reducing their maintenance expenses, building best practices for data security, and assuring regulatory compliance. Addressing the entire range of IT platforms – from mainframes, midrange servers and PCs, to network infrastructure and enterprise storage hardware, the services offered by KruseCom are designed to reduce total cost of ownership for IT assets and maximize the clients' return on their IT investments.
For enterprise class hardware in data centers, KruseCom offers hardware maintenance services, refurbished whole systems, parts, features, upgrades, and add-ons. Additionally, for desktop IT assets, servers, and SAN products, KruseCom offers a range of end-of-life services that include: automated asset auditing, Department of Defense (DOD) level data destruction, documentation for regulatory compliance, hardware refurbishment, worldwide remarketing, and proper IT asset recycling.
Given the sensitive nature of the company's client relationships, it does not provide the names of its clients. Additional information about the company is available at www.KruseCom.com.
About QSGI
QSGI, Inc. specializes in technology asset management, new product sales, used product remarketing, enterprise maintenance, spare parts sales, end of lifecycle management, hard drive destruction and data erasure, fee-based e-waste disposal, and green recycling. Providing a spectrum of information technology products and services, QSGI creates a marketplace that bridges I.T. transactions between Fortune 500 corporations, original equipment manufacturers, leasing companies, privately held businesses, and even individual consumers. QSGI's mission is to continue developing new services that add value for its customers and shareholders.
Forward-Looking Statements:
Statements in this release that are not strictly historical in nature constitute "forward-looking statements." Such statements may include, without limitation, statements with respect to the Company's plans, objectives, expectations and intentions, and other statements identified by words such as "may," "could," "would," "should," "believes," "expects," "anticipates," "estimates," "intends," "plans," or similar expressions. Such forward-looking statements involve known and unknown risks, uncertainties, and other factors that may cause the actual results of QSGI to be materially different from historical results or from any results expressed or implied by such forward-looking statements. These factors include, but are not limited to, risks and uncertainties related to the progress, timing, cost, and results of mergers, acquisitions, and operations; competition from other technology companies; and the additional risks discussed in filings with the Securities and Exchange Commission. All forward-looking statements are qualified in their entirety by this cautionary statement, and QSGI undertakes no obligation to revise or update this news release to reflect events or circumstances after the date hereof. The company names used in this statement are for identification purposes only. All trademarks and registered trademarks are the property of their respective owners.
CONTACT: David Meynarez
CFO
QSGI, Inc.
561-629-5713
David.Meynarez@QSGIInc.com
QSGIQ symbol change to QSGI July 20, 2011
http://www.otcbb.com/asp/dailylist_detail.asp?d=07/19/2011&mkt_ctg=ALL
Unaudited is the first and largest problem.
Second would be they are incomplete information as to the overall financial position in a BK.
When a Disclosure Statement becomes available it states the true positions of debts within the case so all parties can be informed.
And in this case ( pointed out in the posts I referred too), the DS reveals the sale comes up short of the companies debts by hundreds of millions.
What about the spectrum from the MOR I linked?
Read these posts for the truth about equity. The common stock is worthless.
It can be played as a momo event only short term based on pump/promotion of false information.
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=65043446
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=64961627
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=65229040
I haven't looked at it and I can't respond to PMs because I am not a premium member here.
TSTRQ .0325 racing here!
Has anyone looked at TSTRQ?
It looks like to me they may have some assets left and the commons have a shot of surviving.
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Bankrupt and Distressed (BAD) Research and Due Diligence
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Welcome to the BAD board; Otherwise known as the Bankrupt and Distressed Research and Due Diligence board. The intent here is to share BAD research and trading ideas about companies currently in bankruptcy as well as those that may soon get there. The objective is to pool our collective resources, research, links, stories, etc. to become better investors and traders. On the BAD board it is understood that the market is comprised of long-term holders, swing traders, day traders, shorts, fundamentalists, chart technicians, etc. If you are always a "net long" and cannot stomach the opinions of those who do not agree with you, this may not be the place for you. All I ask is that the members come in with an open mind and a willingness to learn, help others who are trying to learn, challenge the opinions of others, and be challenged by others and do it in a professional manner.
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