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Good point dream. The wild card is working with the SEC to get the current stock trading again.
and it pretty much sounds like you need a lawyer to exercise dissenter's rights...sounds like a huge headache and not even worth it.
looks like the fair value will be determined by an "agreement" between the shareholder and company or the New Jersey Superior Court. The preferred stock was given a par value of .01.
As we know they want to use the proceeds from the sale to purchase an operating company and relist on an exchange. Looks like the total sale was for 3.8 mil. before paying off debt, etc.
If you do not make a demand for dissenter's rights then you will be at the hand of Toms and company to see if they can do what they said above. If they are unable to then they say they will consider (but are not obligated to) distributing any or all proceeds remaining from the asset sale to the shareholders.
The comapny's name was also changed to "CSG, Inc."
We're not talking about a listed stock. We're talking about a de-listed stock that doesn't have to be re-listed ever.
You don't how a listed stock works?
Well DUH!!! Typical rhetoric from any company.
I just got this from Phil.....
"Relisting is easy. 60 days & $100K and done - by 12/31/13."
Yes, I have a question. What happens when they don't relist, as it clearly says in the PR is the real possibility?
Sadly, you left something out...the get out of jail free card.
What a screw job.
There is no assurance that the Company will be able to (a) locate a suitable target entity for an acquisition, (b) negotiate and enter into an agreement on acceptable terms to purchase an operating company or consummate any such acquisition and (c) complete the process to become a public company or, if the Company becomes a public company, that it will be able to satisfy the listing requirements of a securities exchange. Additionally, pursuant to the definitive documents underlying the Transaction, the Company agreed to maintain a minimum net worth for a period of time after the closing of the Transaction and the Company may be required to use a portion of the proceeds from the Transaction to satisfy this requirement.
The order is interesting to me...
pay off any outstanding indebtedness of the Company and other costs and expenses arising from the consummation of the Transaction, (ii) become a public company and relist its shares of common stock on a securities exchange and (iii) purchase an operating company to commence the rebuilding of the Company.
This was what Toms text me last week...
"Very positive for CYSG shareholders as it leads to relisting and rejuvenation"
Good questions.
So it appears our choices are either,
a) sell our shares for the value to be determined from the information regarding entitlement to dissenter’s rights
b) hold shares in a debt-free shell company, which may potentially relist and acquire/reverse merge with another operating tbd company in the future
Obviously they must have all the legal stuff in the PR about “no assurance that…” they will be able to accomplish anything. However, based on how all this is unfolding, I can’t help but wonder if they already know exactly the target acquisition for rebuilding of the public company?
Lets break this one sentence down
Cape Systems Group, Inc. Announces The Sale Of The Assets Of Its Subsidiaries
What difference does it make, the PR says...
become a public company and relist its shares of common stock on a securities exchange
Any questions?
Why would they relist?? In case you didn't notice, they sold off their remaining assets. Good luck with any dreams of relisting you still have.
------------------
sadly, you left something out...
become a public company and relist its shares of common stock on a securities exchange
So, tell me again that it can't or won't relist.
Sadly, you left something out...
become a public company and relist its shares of common stock on a securities exchange
So, tell me again that it can't or won't relist.
Perhaps Rich's post would be good enough.
Cape Systems Group, Inc. Announces The Sale Of The Assets Of Its Subsidiaries
PRINCETON, N.J., Sept. 10, 2013 /PRNewswire via COMTEX/ -- (formerly pink sheets:CYSG) CAPE Systems Group, Inc. ("CAPE Systems" or the "Company"), a leading provider of software technology for packaging design, pallet and track optimization, today announced that the Company's board of directors, and the holders of at least eighty percent (80%) of the common stock and preferred stock of the Company, voting together, have approved the sale of substantially all of the assets of the Company's subsidiaries, CAPE Systems, Inc. and CAPE Systems and Consulting Services Limited, to ESKO--Graphics, Inc. and certain of its affiliates (the "Transaction"). The Transaction is anticipated to close on or about September 30, 2013
The Company is not distributing the net proceeds from the Transaction to its shareholders; instead, the Company expects to use the net proceeds from the Transaction to (i) pay off any outstanding indebtedness of the Company and other costs and expenses arising from the consummation of the Transaction, (ii) become a public company and relist its shares of common stock on a securities exchange and (iii) purchase an operating company to commence the rebuilding of the Company. There is no assurance that the Company will be able to (a) locate a suitable target entity for an acquisition, (b) negotiate and enter into an agreement on acceptable terms to purchase an operating company or consummate any such acquisition and (c) complete the process to become a public company or, if the Company becomes a public company, that it will be able to satisfy the listing requirements of a securities exchange. Additionally, pursuant to the definitive documents underlying the Transaction, the Company agreed to maintain a minimum net worth for a period of time after the closing of the Transaction and the Company may be required to use a portion of the proceeds from the Transaction to satisfy this requirement.
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=91881387
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Show me the text that Blocker sent making that statement and not someone's copy and pasted opinion.
LOL what a shocker
Good for you. You have the right to make the decision to stay in this company.
As for me, I'm out of it first chance. They did everything but come out and say they have no intentions of trading this POS again.
No Wind Out Of My Sails
You want proof that text exists? Send me your email address and I'll send you proof it exists. Sucks to believe in this mess doesn't it and then see something like that. Kinda takes the wind out of your sails, huh?
Show me the text that Blocker sent making that statement and not someone's copy and pasted opinion.
LOL.. they certainly don't give any incentive to stay with the company! I'm wondering if that's what they are hoping for (everyone exercising their dissenting rights).
I hope there's a little more info in the "information materials" to make an informed decision.
For example, I want to know the following regarding the company:
1. How many total shares are there (even though I understand the number will go down a certain percentage after shareholders exercise their dissenting rights).
2. What amount will be left after paying off debt (even though that amount would decrease based on how much they will have to pay to the dissenters).
3. What's their timeline for getting financials completed to get listed again.
I fear we are going to have to make decisions with very little to go on.
They don't expect a re-listing for 6 - 9 months(and thats only if they find a suitable acquisition) and hope to create value that way using the NOL's.
Expecting almost no dissenters, which means they will have a value that makes it not worth dissenting. Meanwhile the management will continue to draw large salaries untill any cash has disappeared.
Stuck at .005 here to break even.
I have 2 accounts, but I really don't think I want to invest in uncle Nic again.
Here's a text I sent to Blocker yesterday with his reply:
My question:
Can you answer if I'm going to have value in my shares greater than .0005 average I held at time of revocation?
His Answer:
The 'expectation' is yes, but not for 6-9 months
There will be no cash buyout, essentially, for shareholders to get out at a 'fair value'. Fair value will be less than .0005 and in all likelihood, .0001.
The company is basically an empty shell now with very little assets and 'some' cash. As read in the latest PR, the company has to maintain some cash 'for a period of time'. That does not mean the company really has any intentions of finding, obtaining and trading again. That statement alone allows them a way out of this mess they created without legal repercussions.
As I have always said, "CYSG will NEVER trade again."
The company, once again, bent us over.
So, it comes down to the old saying: Is a bird in the hand worth more than 2 in a bush?
However, again I say, if one has 2 accounts that CYSG is held, that allows both senerios to be done.
I think if the fair market value is .001 or less, many will be inclined to gamble on the outcome of the new entity. More than .001 I think the majority will take the cash value and be done.
.002+, you'll see my tail headed out the door lol.
Sadly,
Any word on what value they are putting on CYSG shares ?
Cape Systems Group, Inc. Announces The Sale Of The Assets Of Its Subsidiaries
PRINCETON, N.J., Sept. 10, 2013 /PRNewswire via COMTEX/ -- (formerly pink sheets:CYSG) CAPE Systems Group, Inc. ("CAPE Systems" or the "Company"), a leading provider of software technology for packaging design, pallet and track optimization, today announced that the Company's board of directors, and the holders of at least eighty percent (80%) of the common stock and preferred stock of the Company, voting together, have approved the sale of substantially all of the assets of the Company's subsidiaries, CAPE Systems, Inc. and CAPE Systems and Consulting Services Limited, to ESKO--Graphics, Inc. and certain of its affiliates (the "Transaction"). The Transaction is anticipated to close on or about September 30, 2013
The Company is not distributing the net proceeds from the Transaction to its shareholders; instead, the Company expects to use the net proceeds from the Transaction to (i) pay off any outstanding indebtedness of the Company and other costs and expenses arising from the consummation of the Transaction, (ii) become a public company and relist its shares of common stock on a securities exchange and (iii) purchase an operating company to commence the rebuilding of the Company. There is no assurance that the Company will be able to (a) locate a suitable target entity for an acquisition, (b) negotiate and enter into an agreement on acceptable terms to purchase an operating company or consummate any such acquisition and (c) complete the process to become a public company or, if the Company becomes a public company, that it will be able to satisfy the listing requirements of a securities exchange. Additionally, pursuant to the definitive documents underlying the Transaction, the Company agreed to maintain a minimum net worth for a period of time after the closing of the Transaction and the Company may be required to use a portion of the proceeds from the Transaction to satisfy this requirement.
About CAPE SystemsCAPE Systems is a provider of software technology for packaging design, pallet and track optimization.
http://www.marketwatch.com/story/cape-systems-group-inc-announces-the-sale-of-the-assets-of-its-subsidiaries-2013-09-10
I did not request the info electronically, however, I asked to confirm that the info was sent to my home address via regular mail.
So far I did not receive any reply.
That would break me even on my last play and put me well ahead overall. Blocker ignored my last email stating that I am formally requesting the "electronic link" via email to the Informational Materials. Looks like he's keeping a lid on this until the letters come in the mail.
For the record, Toms is and always will be a two bit clown no matter what the outcome of this transaction is. I don't give him any credit at all for us seeing some scratch out of this deal. He's doing this for himself, we just happen to have the law on our side. The fair market value on the dissenter's cash out option is going to have to be pretty low before even the degenerate gambler in me gives this joker another chance with my money.
At this point we can only speculate on the fair market value. Seems like it will be a simple formula: the net proceeds of the sale minus debt obligations divided by the number of outstanding shares.
How many outstanding shares are there? How much actual debt is there? How much are these majority of assets worth? Wasn't there some nonsense about millions in tax credits?
Weren't there 2 transactions to be completed?
Now the ?? is is he talking about Esko or is this a different company buying Cape Systems Group Inc.???
I just got this from Phil.... I asked if we are expecting a PR today..
"Waiting on Buyer's atty's to approve it. I was on call with them at 2:30 today when they said they would look at it immediately after our call that ended at 3:15."
"Substaintually all" means, not all is being disposed of. Who knows what is left, but if all was being sold, it would say "All assets will be sold".
Making a few rough assumptions... I'd expect around $.001/share, give or take.
There is no entity going forward they are getting cash for the sale of everything. If you do not dissent you are trusting Nicholas Toms to use that money(again) to return a better investment.
If fair value(or your share of it) does not represent the whole assets or cash after the sale then it is not fair value and will be open to legal challenge.
Personally if they give "true" fair value then i do not see a better option than taking the money. However i suspect they will not give fair value and will use some method to prevent this happening.
A .0005 offer would be a 90% loss for alot of CYSG investors, .0001 would be almost a complete write off for everybody.
Anything less than .002 would consign TOMS and his already blemished reputation to that of been comparable to nothing better than a typical penny stock fraudster.
I just feel Like they will want to make it attractive enough that shareholders want to sale.
Now here is some strategery. lol If you hold CYSG in 2 accounts, dissent in one and go with the co in the other, depending on what the terms are.
.0005-.001 seems high, unless a lot of shares were bought by brokers as worthless.
I would guess.. .0005 or .001
I was looking for more what you think it will be, not what we hope it would be.
I think .0001 per share.
To recoup my investment & four years of time value of money.... to me .005+ But I don't see that hopping.
So any guesses as to what fair value will be?
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The future home off CSG Inc.
www.csginc.net
Cape Systems Group is in the process of an Asset Sale. Cape Systems Group Inc. intends to sell it's two subsidiaries, 'Cape Systems and Consulting Services Limited' and 'Cape Systems Limited,' to ESKO. The estimated closing date is September 30th, 2013.
After the Asset Sale, the shell company intends to change it's name to CSG Inc., use proceeds to purchase an operating company, and to relist the common stock.
A detailed proxy statement has been sent to Shareholders.
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