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CHYS closes acquisition with C&B!!!
http://biz.yahoo.com/bw/060606/20060606005446.html?.v=1
$9.10...super!
Too busy now to do any added work Carlin.
Yes, CCI are an espanol friendly.
Hi, i was looking at the five subsidiaries Chys currently owns. Then there's C&B company. I've read their websites (actually all of them are really well made, impressive after all the many badly made websites i've seen of companies) or at least a part of it. I was thinking: wouldn't it be a good idea if we divided the work of going into those six companies. I mean wouldn't it be good if six posters here would propose themselves as doing some dd on one of those six. To become in a certain way a 'specialist' in one of them, so that you would be able to report the important things of what you've found to the board? Their financials, their past and future, the managers, what they're up to, how the market in which they are is performing, etcetera etcetera. How about that? Of course I'm willing to take one of them. We could then eventually use the resume of all that to put on top of the ihub board ... Just an idea, to me seems a lot of work to do on your own (and why would we do all the same work anyway?). Comments please,
Carl
Never mind, eye, i found lots of good info via the Chys website ... Looks all very interesting. Actually there's at least one company, CCI, who's busy outside of the US (latin america). Greetings,
c
Thanks a lot, eye, for the great post with your answers. Very good post and i'll use it to spread the word for CHYS. Great to see Davidam come on the board as well; to my opinion we need more quality discussion here. Guess that's what we should all do, spread the word, i will here in Belgium, though it's not an easy one (as it is indeed very US-centric), but when they'll see the pps evolution, it might become easier, lol. Very good sign for CHYS is the volume getting bigger on the past few days, we should watch that closely, day by day. I'm in since 5.09, added a bit at 8.90.
Sorry, eye, another question: where do i find good info on the different subs of CHYS? Greetings,
c
Hi All, got into CHYS at $1.85 and holding strong.
Can't wait for next week!! Between this one and TIV, I'm looking at a really nice year so far. Despite normal fluctuations in both, my account looks better each day. - Howdy again, Mr. Eye.
-P
If you have enough shares of each your expenses will be covered this Summer IMO. GLTY
Yesterday my grandson asked me what I would wish for if I was given 2 wishes. My first was to make enough money this year to pay for the $22 thousand surgery he needs that insurance won't cover, my second wish was to spend at least 30 minutes with
EYE n EYE. Obviously I don't have big money, what I do have is in CHYS and TIV. Now all my eggs are in 2 baskets, and one man:).
Fastlizzy, for a more detailed technical buy rating look at this chart opinion:
http://quote.barchart.com/texpert.asp?sym=CHYS
Incredible run so far...and buy confirmed yesterday!
http://www.americanbulls.com/StockPage.asp?CompanyTicker=CHYS&MarketTicker=OTC&TYP=S
actually IVFH only promise was to make it to the OTCBB and they didnt want to talk about anything until then. They have kept that promise with becoming fully reporting and the move is imminent. How many pinks ever said that and went this far and actually made it?
They did exppect to start releasing pr's last fall but delays from the SEC stopped their action. That caused problems I agree. This has been the most quiet company in recent months. One that has said very little to nothing publicly so there have been no broken promises only shareholder expectations on events to takes place at specific times that didnt happen. When that listing comes so do all the pr's
best of luck to all!
IVFH has a trail of broken promises behind it for way more than a year now. I don't believe in their integrity. No thank you.
Some answers:
After C&B acquisition, what's next?
More details about C&B contracts, with whom and for how much. They probably would not divulge any of the work in the pipeline for C&B until after it is closed.
Key role in rebuilding New Orleans. More contracts for C&B and other CHYS subs like Method IQ & Viasys.
Building more cell phone towers by sub CCI.
Major growth for all subs above. I suspect C&B may be able to double its revenues rapidly to half a billion.
More and maybe even bigger acquisitions done at increasingly better less dilutive terms as share price soars. CHYS will be able to leverage themselves from current $400M revenues with C&B to billion dollar company rapidly. They are doing it with accretive power that adds to shareholder value each time they make an acquisition which some companies do not do well. CHYS does it the best I've seen. This will be very exciting.
Next Financials?
In the next month. Probably will not reflect C&B impact. That will be in quarterly filed in early Fall.
Realistic Share Price Targets?
$15, maybe more, in June with C&B acquisition closed soon.
$20, maybe more, during Summer or Early Fall at latest.
$25-40 by year's end is EPS is over $1.50 per share and remains steady or growing.
$40-80 next 18 months if acquisition strategy and/or growth of subs pushes EPS to $2 or more.
What are the Risks?
With C&B included, there are probably almost no longer term risks under $15 a share regardless of how the stock trades for the next few weeks.
Will CHYS Expand Outside the U.S.?
No one knows of course, but I think this is a very U.S.-centric company right now. I think C&B will necessarily make them want to focus on the very large rebuilding opportunities in the Southeastern U.S. for now. They will be building cell phone towers in the States. Their subs are already working for the defense department. I see this as a more U.S. based business for now.
Why Don't More People Know About This Stock?
CHYS took the world by surprise. They've accomplished more in six months than most OTC companies ever achieve and they did it in record time. Most who trade with OTC companies are naturally skeptical and they rarely ride a stock to the top because they are always taking profits before somebody else dumps on them.
I told people to keep averaging UP into CHYS the past three months and that remains the correct investment strategy here. Most never listen. They don't spread the word because they go off looking for the next new piece of meat. But CHYS has gone up due to smart money buying and holding and that will only increase. CHYS may not be well known until it is $25 a share because it is going there quite fast in my opinion.
Are there already Institutional Investors in CHYS?
I don't know about pension or well known mutual funds, but there are Wall Street firms invested here. Go back reread the recent PR about the retirement of Highgate shares to see who is involved. They are big players. They bring in big buyers.
Eye_N_Eye
Following smart money is always wise advise. When IVFH reaches the OTCBB which is ever so close many will wish they listened to the longs at this time. They indeed have a barrage of pr's to come. Big name deal with Disney and now have a food manufacturing plant. They have been aquiring Pasta for over a year now in form of cash loans. Pasta is a food manufacturer. IVFH has been growing and changing very quietly. They have a story to tell and the stock will move fast when it begins. The time is now imo to start collecting. We all seen ETLC make the otcbb yesterday IVFH started this process at the same time they did and is a very simila story as far as the new listing is concerned. IVFH is close wouldnt surprise me to hear it any day certainly within weeks. They wont begin pr's until that event so when they make the move expect the beginning of a big show
I'm into Chys since 5.09, tried to average it down once, but burned my fingers and had to buy in higher, so i'll let that to others from now one. Some people say they have a 35 bagger, very good for them, i'm verry happy with my climb since 5.09 dollars as well. Loaded some more today. It would be nice though to have some more info on this boards, more posters. For newbies it would be interesting to have some resume of what's going on every once in a while (i know these resumes are not very interesting to the longs, since they know all these things). So could the board answer some of these questions: when the C&B acquisition is done, what's next? When are next financials coming up? What is realistic pps for the coming months? what are the risks? Are there any chances they might expand their business out of the States only? How come this doesn't seem to get more attention (little posters, relatively small volume, ...)? Are there any institutionals on this one?
Greetings from finally sunny Belgium,
Carl
I'm into Chys since 5.09 as well, tried to average it down once, but burned my fingers and had to buy in higher, so i'll let that to others from now one. Some people say they have a 35 bagger, very good for them, i'm verry happy with my climb since 5.09 dollars as well. Loaded some more today. It would be nice though to have some more info on this boards, more posters. For newbies it would be interesting to have some resume of what's going on every once in a while (i know these resumes are not very interesting to the longs, since they know all these things). So could the board answer some of these questions: when the C&B acquisition is done, what's next? When are next financials coming up? What is realistic pps for the coming months? what are the risks? Are there any chances they might expand their business out of the States only? How come this doesn't seem to get more attention (little posters, relatively small volume, ...)? Are there any institutionals on this one?
Greetings from finally sunny Belgium,
Carl
CHYS is this year's TRGL (True Religion), but even better. For those that may feel you missed the train on CHYS, just take a look at TRLG when it was trading on the OTCBB last year. For those not familiar with TRLG, briefly, it was trading on the OTCBB in mid-2004 at under $1.00 and in approximately 6 months it was at double digits. The likelihood of hitting double digits next week is high, therefore, it would have taken CHYS half the time.
True Religion easily made the transition from otcbb to the Nazdaq. Likewise, once C&B is aboard, a higher exchange such as the Naz is easily obtainable for CHYS. So, if you think you missed the boat here, you have not - not even close. *First, work out some simple numbers such as a conservative minimum $1.5 EPS post C&B. Second, take a look at TRLG, and what a Nazdaq listing will further do for CHYS.
*TRLG's P/E over the past 6+/- months has been within 17-22. If only a 17 were applied to fully diluted EPS of $1.5 x 18 = $25 (rd).
You're very welcome!
EZtradin and EYE: EZ:I like to your tag line and so....I would like to say to Eye: that.... you my friend are touching the world in ways you don't even know. Your 'advice' has changed things in my family's life. If you're curious, I would elaborate and I have no qualms about doing it here in this public forum but make no mistake, you are leaving a trail, almost like Robin Hood really. Except that Robin Hood "stole" from the rich, whereas, in the case of TIV specifically, you are merely recovering 'stolen' goods.
LOL Thanks and welcome. You've got a super stock here and you did listen and got in before today's big push. It is hardly just a pop. CHYS will go higher and higher for quite a long time. I think you will find TIV a real hoot soon too.
My screen name tells you why I am here. I bought in yesterday @ 6.80, lucky me!I have been in TIV for 3 years and am loving this past few weeks. The EYES are the window to the soul. I think I'm in love.LOLOLOL Thanks a bunch.
Sounds good to me.
It's always nice to see a plan come together.
rjc
Eye, I think you're right ol' boy!
CHYS going way up now. Something is up. Buyers are snapping up the shares like hotcakes today. I think the acquisition must be closing now.
Last week to own CHYS near $7 range IMO. Next week should be fantastic and I do not think CHYS will ever come back to these prices ever again.
Carlin, IVFH is another pinkie with over a year of promises, promises. You need to follow the smart money into big plays my friend. GLTY
ot: i can follow you here eye. Believe me, i'll watch them closely ... as i will with my other pinkie (ivfh). Today there was some 'new' action with Chys. Going up on the open (that's not new) and then going down in the red, now stabilizing around 7.30. Anyway, no big deal and no big volume for now.
Greetz,
c
carlin. No, I don't mean to say I know they are lying. I'm just speaking generally that the way that stock was promoted, clearly with company participation in the PRs and buzz, it appeared people got scammed into an arbitrary buyout price never meant to happen. That seemed to me to be implicitly dishonest and it is real experience that says maybe therefore NDOL is a scam. But I don't know the story well enough to say that conclusively so I accept it may have value and I don't want to shoot it down out of my own ignorance. Basically, if a management behaves like scammers they usually are and that is what I saw played out. Otherwise, I will not go on about a company I am basically poorly informed about. I generally think pink sheets are there to rip you off and it is very hard to get a good one without hardcore due diligence of the kind you rarely can find online. Most of the players in pink sheets know someone who is planning to run the stock and it gets pumped and dump. I don't have any statistics, but I'd be surprised if more than 15% of pink sheets retain more than 50% of the gains on their run ups. They are not for the newbie and uninformed trader. Good luck with it. I hope it is a homerun for you if you stay in it.
Thanks that you made the effort to answer, eye; even if i disagree with you when you're saying Ndol management has been lying. Let's say there certainly has been a lot of confusion, the info wasn't always the clearest (or maybe we didn't read it well) but till now we have no evidence they have been lying. They have proven not to be a short term play and that's was pissed off a lot of people (because they wanted to daytrade that one). Now NDOL more and more appears to be a seriously established company with lots of oil that needs to be taken out of the ground. The coming weeks will bring clarity: do we go to OTC? do we start producing oil the first of June? when are we getting audited financials (they promised they would)? how about the joint venture with the Indian company?
I agree that there's still quite some uncertainty here, but that is in relation with the possible reward.
I'm also happy that i stepped into Chys some weeks ago (thanks to robsaia actually), it only went up ... If i had some free cash, might buy some TIV.
Greetings,
c
You're better off dumping the lottery ticket you have in NDOL even if you have a 50% loss and rolling into CHYS & TIV in equal measures. Both are primed for very big moves and holding stocks that leave you in the dark hoping for something good to happen is not something I can readily advocate. I am confident of CHYS closing the C&B acquisition which puts it on track to $20. And my DD on TIV puts their asset value at over $40 a share and the short squeeze I'm leading the charge on there is working to perfection so I can see TIV going to $20 in the near future as well. Better to ride big winners now and then reinvest at a higher price in NDOL if they prove themselves truly legit. For now, NDOL looks like a complete crapshoot with a great deal of potential misinformation and lies floating around. GLTY
OT for your info, financials are unaudited, eye ... (still talking about ndol)
c
Wowee. Well, holding CHYS now will get you a 100-200 bagger in the future then since I see CHYS at $20-40 in the coming year.
Have you followed TIV EZ? The squeeze will be heating up next week. Up heavily since I've been into it and I can assure you the buying power has only barely begun to be tapped there. It's a monstrous play this next month.
But are the financials audited or unaudited? The pinks are mostly a cesspool and stocks are run up as inside jobs. Do not get suckered into a Pink unless you personally visit the company and get your hands on some documentation of their business activities. It is not worth the risk usually. I like to play big, but I don't like bottomless downside risk and you are in a pink sheet that could go to a nickle if it is a fraud. Good luck with that. I just sell when I'm wrong and reinvest and eat the loss. I've done real well that way. You might have to consider that with a pink sheet if it is a scam.
yes, eye, for now i'd say unfortunately i'm holding ndol. Unfortunately because the great gain i'm making with chys disappears into that hole ... We'll stick through though. Ndol is in the making, people need to have more patience. Indeed lots of daytraders or hourtraders on the pinks, can't read financials (or not interested, they just watch the flow and play on sentiment). I'll definitely will be holding CHYS as well, trying to involve other people on this one too.
greetings,
c
Hello all, finally got this account going. Hey Eye, have you resolved your RB login yet. I had heard other users tell that they had thier usernames canned after other ppl reported them for whatever reason. Has that happened? P!@#ss off the shorts did ya ? lol. Anyway nice day shaping up here. Did I hear you right? Short squeeze ?
Maybe even some covering of naked shorts going on. CHYS keeps stymie'ng those darn MMs. What a winner.
You're welcome. I aim to please. Are you in NDOL ? Those are rough plays those pink sheets. Did you look into TIV as a better oil play? It is up 1.75 since I issued my recommendation. TIV is building into a short squeeze. Check out the story on the TIV board on Yahoo. I've got the shorts all hot and bothered over there. TIV could double easily from the cover. Maybe much higher. Anyway, longer term TIV has greatly improving prospects as they have their own rigs now in the fields reworking previously productive wells and prepping new drills in the Temblor fields. TIV's property portfolio should yield big results in the years ahead.
Thanks for your postings, eye, they have been very instructive to me.
Greetings,
c
CHYS looking great. Here's to an incredible next couple of weeks.
P.S. I can't post on RB for some reason if anyone should ask about that or wonder. I'm very confident of CHYS so I figured I should say so as that board has been more active for CHYS shareholders.
The investors who did the recent offering of preferred stock will have to register their stock in the an ammended SB2, so most likely the stock won't befree and clear for sale for 3-5 motnhs at best. At that point , If C+B is closed, its all a moot point, the institutional buy side will be looking for stock on the street...Remember the float is only a few Million, so any institutional interest will clean up the float in a single day.
The following is a list of insider sales with a total value of at
least $250,000 reported to the Securities and Exchange Commission and
compiled after 8:30 a.m. EDT Wednesday.
Company - (Symbol) Security
Insider Date(s) Shares Price Holdings
____________________________________________________________________________
AGCO CORPORATION (AG) Common
Schaible Dexter E (VP) 5/5/06 20,000 $27.18 80,324
ALLTEL CORP (AT) Common
Beebe Kevin L (O) 5/16/06 25,555 $62.84 75,545
ALTRIA GROUP INC (MO)
Szymanczyk Michael E (O) 5/16/06 15,000 $71.60 386,694
AMERICAN POWER CONVERSION CORP (APCC) Common
Rasmussen Neil E (OD) 5/16/06 40,000 $20.84 7,131,361
AMERISOURCEBERGEN CORP (ABC)
Collis Steven H (VP) 5/16/06 41,673 $44.60 11,017
APTIMUS INC (APTM)
Marxe Austin W & Gre (SH) 5/15/06 46,935 $5.94 670,494
ARROW INTERNATIONAL INC (ARRO) Common
Miller Marlin Jr (D) 5/15/06-5/16/06 10,000 $31.00 4,876,209
ASSET ACCEPTANCE CAPITAL CORP (AACC)
Reitzel Heather (SH) 5/15/06-5/16/06 94,500 $18.85 4,947,621
BARD (C R) INC (BCR)
Kelly Bronwen K (VP) 5/16/06 20,000 $75.06 11,717
BOYD GAMING CORP (BYD)
Boughner Robert L (D) 5/15/06 41,666 $48.51 94,036
CARDINAL HEALTH INC (CAH)
Walter Matthew D (D) 5/15/06 6,997 $67.80 1,396,682
CELANESE CORP (CEO) SER A
Blackstone Capital P (SH) 5/15/06 32,411,243 $21.05 50,124,342
CHARYS HOLDING CO INC (CHYS)
Underwood Neil Lawre (D) 5/12/06 85,000 $5.06 0
CHURCH & DWIGHT INC (CHD) Common
Zvi Eiref (CFO) 5/16/06 27,970 $37.01 335,189
EAST WEST BANCORP INC (EWBC)
Ng Dominic (CB) 5/15/06-5/16/06 40,000 $39.61 276,329
EDIETS.COM INC (DIET) CL A
Humble David R (CB) 5/15/06 2,712,864 $5.05 4,547,200
FOUNDATION COAL HOLDINGS INC (FCL)
Beck Klaus-Dieter R (VP) 5/15/06 14,000 $48.49 22,753
GEHL CO (GEHL) Common
Gehl William D (CB) 5/4/06 33,000 $35.10 77,682
GLOBAL IMAGING SYSTEMS INC (GISX) Common
Johnson Thomas S (CB) 5/15/06-5/16/06 44,223 $39.51 416,341
Mcclary Cecil A (VP) 2/28/06-5/16/06 8,400 $39.00 0
HANOVER INSURANCE GROUP INC (THG)
Huber J Kendall (VP) 5/15/06 7,600 $49.27 18,501
Huber J Kendall (VP) 5/15/06 12,400 $48.93 26,101
HENRY SCHEIN INC (HSIC)
David Leonard A (VP) 5/16/06 24,675 $48.31 11,796
ILLINOIS TOOL WORKS (ITW)
Mccormack Robert C (D) 5/16/06 41,400 $103.01 7,156,355
INDEPENDENCE COMMUNITY BANK (ICBC)
Hamm Charles J (CB) 5/15/06 53,300 $41.95 446,311
INTERNATIONAL SECURITIES EXCHANGE INC (ISE) CL A
Harkness James V (D) 5/16/06 13,400 $37.48 321,280
Harkness James V (D) 5/16/06 8,800 $36.97 334,680
INTUITIVE SURGICAL INC (ISRG)
Miller Eric (VP) 5/15/06 5,000 $117.74 2,745
ITT INDUSTRIES INC (ITT)
Pagano Robert J Jr (VP) 5/16/06 20,000 $57.49 8,934
JOHNSON & JOHNSON (JNJ) Common
Peterson Per A (O) 5/15/06 17,900 $59.71 30,971
KIRBY CORP (KEX)
Johnson Walter E (D) 5/15/06 10,400 $75.80 9,120
KYPHON INC (KYPH) Common
Lasersohn Jack W (D) 5/15/06 10,000 $39.90 507,840
L-3 COMMUNICATIONS HOLDINGS INC (LLL)
Lanza Frank C (CB) 5/15/06 110,000 $83.11 3,215,542
LANCE INC (LNCE) Common
Fields Harold Dean (VP) 5/16/06 21,736 $24.53 21,959
LILLY (ELI) & CO (LLY)
Lilly Endowment Inc (SH) 5/16/06 17,000 $51.70 144,870,804
Lilly Endowment Inc (SH) 5/16/06 133,000 $51.89 144,887,804
MEDICIS PHARMACEUTICAL CORP (MRX) CL A
Shackelford Lottie H (D) 5/15/06 27,964 $31.91 2,200
MKS INSTRUMENTS INC (MKSI) Common
Astec America Inc (SH) 5/15/06-5/16/06 178,100 $22.13 7,702,473
MOLECULAR DEVICES CORP (MDCC)
Marion Andre F (D) 5/15/06 16,500 $28.04 1,000
MONSTER WORLDWIDE INC (MNST)
Camara Paul M (VP) 5/15/06 30,000 $54.52 206,660
MORNINGSTAR INC (MORN)
*Williams David W (O) 5/16/06 20,000 $45.75 10,129
MYOGEN INC (MYOG)
Freytag J William (CB) 5/16/06 10,000 $31.59 123,185
NUCOR CORP (NUE)
Lott Hamilton Jr (VP) 5/16/06 8,970 $111.30 51,554
Rutkowski Joseph A (VP) 5/16/06 5,724 $110.85 57,574
PEPSI BOTTLING GROUP INC (PBG)
Pepsico Inc (SH) 5/15/06-5/16/06 130,400 $31.40 94,214,058
PEPSIAMERICAS INC (PAS)
Keiser Kenneth E (P) 5/15/06 80,000 $22.89 176,877
Keiser Kenneth E (P) 5/12/06 24,979 $22.97 47,077
Rogers James R (VP) 5/15/06 15,538 $22.91 N/A
PER-SE TECHNOLOGIES INC (PSTI)
Quiner Paul J (VP) 5/15/06 11,901 $26.35 1,000
PHARMACEUTICAL PRODUCT DEV INC (PPDI) Common
Eshelman Fredric N (CEO) 5/15/06 54,575 $36.94 9,577,526
Eshelman Fredric N (CEO) 5/15/06 198,425 $36.68 9,632,101
PHASE FORWARD INC (PFWD)
Weiler Robert K (CEO) 5/15/06-5/16/06 50,000 $11.87 0
PMC-SIERRA INC (PMCS)
Bailey Robert L (CB) 5/15/06 257,785 $10.36 12,109
ROFIN-SINAR TECHNOLOGIES INC (RSTI) Common
Reins Ralph E (D) 5/16/06 15,500 $55.30 4,500
SAFETY INSURANCE GROUP INC (SAFT) Common
Brussard David F (CB) 5/15/06 49,809 $49.61 565,965
SAFEWAY INC (SWY)
Shachmut Kenneth M (VP) 5/15/06-5/16/06 25,514 $23.83 27,263
SELECT COMFORT CORP (SCSS)
Shames Ervin R (D) 5/16/06 50,000 $37.75 157,001
SHUFFLE MASTER INC (SHFL)
Blaha Ernst (O) 5/15/06 12,000 $38.04 25,018
SPARTAN STORES INC (SPTN)
Sturken Craig C (CB) 5/16/06 26,359 $13.79 279,843
SYNAGRO TECHNOLOGIES INC (SYGR) Common
Gtcr Golder Rauner L (SH) 5/16/06 13,585,187 $3.98 0
TALX CORP (TALX)
Chaffin Edward W (O) 5/16/06 18,216 $26.84 27,000
UFP TECHNOLOGIES INC (UFPT) Common
Worrell Peter R (D) 5/15/06-5/16/06 48,700 $6.13 275,950
UNITED SURGICAL PARTNERS INTL INC (USPI)
Garvin Mark C (VP) 5/16/06 8,341 $31.00 32,857
US BANCORP (USB)
Hidy Richard J (VP) 5/16/06 18,374 $31.50 13,611
WORLD ACCEPTANCE CORPORATION (WRLD) Common
Walters Charles D (CB) 5/17/06 12,000 $32.34 249,380
WORLD FUEL SVCS CORP (INT)
Klein Myles (D) 5/15/06 10,000 $48.60 21,000
Sidel Jerome (D) 5/15/06 10,000 $48.74 37,125
ZOLTEK COMPANIES INC (ZOLT)
Bealke Linn Hemingwa (D) 5/15/06-5/16/06 50,000 $33.56 35,400
(MORE TO FOLLOW) Dow Jones Newswires
May 17, 2006 16:44 ET (20:44 GMT)
DJ CFA Substantial Insider Sales: Afternoon Report -2-
Company - (Symbol) Security
Insider Date(s) Shares Price Holdings
____________________________________________________________________________
Betts James W (D) 5/16/06 10,000 $33.76 21,682
* = Amended Filing
____________________________________________________________________________
KEY TO INSIDERS´ TITLES
CB Chairman of the Board O Officer
P President OS Officer of Subsidiary
CEO Chief Executive Officer D Director
CFO Chief Financial Officer T Treasurer
COO Chief Operating Officer VP Vice President
OD Officer and Director SH Shareholder/Beneficial Owner/Other
DO Divisional Officer
____________________________________________________________________________
Data Provided By The Washington Service (301) 913-5100.
(END) Dow Jones Newswires
May 17, 2006 16:44 ET (20:44 GMT)
Form 8-K for CHARYS HOLDING CO INC
--------------------------------------------------------------------------------
24-May-2006
Entry into a Material Definitive Agreement, Termination of a Material Defin
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On May 19, 2006, Charys Holding Company, Inc. (the "Registrant") and various investors executed a Securities Purchase Agreement (the "Agreement"), whereby the investors, for a total consideration of $13 million, purchased 1,300 shares of the Registrant's Series D convertible preferred stock. In addition, the investors were issued warrants for the purchase of 4,333,333 shares of the Registrant's common stock.
Each warrant has an expiration date five years from date of issue and may be exercised at a price of $6.24 per share, subject to adjustment.
Contemporaneously with the execution and delivery of the Agreement, the investors were granted registration rights with respect to the Registrable Securities (as defined in a Registration Rights Agreement), under the Securities Act of 1933.
At the Closing, the parties executed an Escrow Shares Escrow Agreement pursuant to which the Registrant delivered to Gottbetter & Partners, LLP (the "Escrow Agent") 8,666,666 shares of the Registrant's common stock as "security stock" (the "Escrow Shares") and the Escrow Agent shall distribute some or all of the Escrow Shares to the investors upon the conversion of the Series D convertible preferred stock and/or exercise of the warrants.
ITEM 1.02. TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT.
On May 19, 2006, the Registrant in connection with the associated sale of $13 million of the Registrant's Series D Convertible Preferred Stock, redeemed a $3.3 Million Convertible Debenture issued to Highgate House Funds, Ltd. in November 2005 as part of the purchase of Viasys Network Services, Inc. and Viasys Services, Inc. in November 2005. In addition to allowing the Registrant to redeem the Convertible Debenture, the net proceeds of new working capital provided the resources to the Registrant to pay in full the Merrill Lynch revolving debt assumed in the Registrant's acquisition of Viasys and to pay a significant amount against the outstanding balance of the seller's note with respect to the Method IQ, Inc. purchase consummated by the Registrant in December 2005. A current report on Form 8-K was filed by the Registrant with respect to the Viasys acquisition on November 18, 2005. A current report on Form 8-K was filed by the Registrant with respect to the Highgate financing on November 23, 2005. A current report on Form 8-K/A was filed by the Registrant with respect to the Method IQ acquisition on December 28, 2005.
Increasing the working capital position of the Registrant has provided the means to replace its existing convertible facility with its maximum conversion price of $0.80 (which was convertible into in excess of 5 million shares) with the Series D issue (which is convertible at $3.00 or 4,333,333 shares), thereby reducing the potential dilution by over 750,000 shares.
In addition, in connection with the Series D Convertible Preferred Stock, the Registrant issued 4,333,3333 million warrants for the purchase of the Registrant's common stock with an exercise price of $6.24, which is equal to the volume weighted average price on the May 22, 2006 closing date. This brings the average price of the 8,666,666 shares of restricted shares common stock potentially issuable to $4.625 per share. If the warrants are fully exercised, upon exercise of the warrants, the Registrant would generate in excess of $27 million in additional equity.
The Registrant's pending SB2 filing will be amended to exclude approximately 20 million shares of the Registrant common stock held in escrow associated with the redeemed Convertible Debenture.
A copy of the press release issued by the Registrant on May 23, 2006 with respect to the events described herein is attached to this Current Report. On May 22, 2006, the Registrant issued a press release announcing that a notice of redemption was delivered to the holders of the Registrant's 8% Secured Convertible Debenture issued on November 17, 2005 and that the Registrant had redeemed the aggregate principal amount of the debenture outstanding, plus accrued and unpaid interest up to and including May 19, 2006. A copy of that press release is likewise attached to this Current Report.
ITEM 3.03. MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS.
On May 19, 2006, the Registrant designated a Series D Convertible Preferred Stock. The series consists of 1,300 shares. A copy of the Certificate of Designation for the Series D Preferred Stock is filed as an exhibit with this Current Report.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
The following exhibits are filed herewith:
EXHIBIT NO. IDENTIFICATION OF EXHIBIT
----------- -------------------------
2.1 Certificate of Designation for Series D Convertible Preferred Stock filed May 19,
2006 with the Secretary of State of Delaware.
99.1 Press release issued May 22, 2006 announcing that a notice of redemption was
delivered to the holders of the Registrant's 8% Secured Convertible Debenture issued on
November 17, 2005 and that the Registrant had redeemed the aggregate principal amount of the
debenture outstanding, plus accrued and unpaid interest up to and including May 19, 2006
99.2 Press release issued May 23, 2006 announcing details regarding the Redemption of
the $4 Million Convertible Debenture issued November 2005 and the associated new sale of $13
million of its Series D Convertible Preferred Stock.
Thinly traded; up over 27 times over LY prices of .25
FYI:
They filed an 8M S-8. Not sure when they will start
diluting....just a heads up.
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