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DecisionPoint Closes Merger With Comamtech
Today : Thursday 16 June 2011
DecisionPoint Systems, Inc., (PINKSHEETS: COMT), formerly Comamtech Inc., a leading provider of Enterprise Mobility and RFID solutions, today announced that the company closed its merger with Comamtech Inc. on June 15, 2011.
The resulting legal entity has been renamed DecisionPoint Systems, Inc. The combined company is expected to commence trading on the Pink Sheets at 9:30 a.m. on June 16, 2011 under the trading symbol "COMT." The company will apply for Over-the-Counter Bulletin Board listing at the earliest possible time.
The entire management team of DecisionPoint has become the management team of the merged company, with CEO Nicholas Toms assuming the Chairman, President, and CEO positions of the merged company and CFO Donald Rowley assuming the CFO position of the merged company. DecisionPoint will appoint six members to the Board of Directors, including Nicholas Toms and Donald Rowley, three independent directors and a director nominated by Sigma Opportunity Fund II, LLC. Comamtech will appoint two directors, Marc Ferland, the current Comamtech CEO and Larry Yelin, currently a director of Comamtech, increasing the board to eight members.
"We welcome Comamtech's shareholders to DecisionPoint," said Nicholas Toms, Chief Executive Officer of DecisionPoint. "The proforma balance sheet of the combined company is stronger. The cash from the transaction will allow us to further pay down our bank line of credit, increase future availability for strategic initiatives, and dramatically improve the working capital and shareholder's equity of the combined company. What's more, the transaction provides us with an important building block toward attaining a Nasdaq Capital Market listing. We're excited that the vision we have had for DecisionPoint is coming into view and we are confident that the demand for our mobile products and services will carry us to our goal of reaching $100 million in revenue and sustained profitability in fiscal 2012."
The merged company has approximately 6.9 million basic common shares outstanding and 8.2 million fully diluted shares outstanding, based on an exchange ratio of 1 Comamtech share for every 8 DecisionPoint outstanding common shares held by shareholders. Outstanding warrants, options and preferred shares have been converted at the same ratio. The transaction is a tax free exchange for Federal income tax purposes. DecisionPoint is sending letters of transmittals to shareholders to inform them of the exchange procedures.
Comamtech Inc. Announces 2011 First Quarter Results
Comamtech (QB) (USOTC:COMT)
Intraday Stock Chart
Today : Monday 13 June 2011
Comamtech Inc., (the "Company"), (PINK SHEETS: COMT), today reported its financial results for the first quarter ended March 31, 2011 ("Q1 2011"). Unless otherwise stated, all figures in this release are in US dollars.
Following the closing of the arrangement transaction with DecisionPoint Systems, Inc. ("DecisionPoint"), Comamtech will be continued under the General Corporation Law of the State of Delaware (the "Continuance"). As a result, the board of directors of Comamtech determined that it was in the best interests of the corporation to present the financial statements for periods beginning on or after January 1, 2011 in accordance with U.S. Generally Accepted Accounting Principles ("US GAAP"). The comparative figures were re-casted in order to comply with U.S. GAAP.
As Comamtech's securities are registered under section 12(b) of the U.S. Securities Exchange Act of 1934, Comamtech qualifies as an "SEC Issuer" pursuant to National Instrument 52-107 - Acceptable Accounting Principles and Auditing Standards. SEC Issuers may prepare their financial statements in accordance with US GAAP.
Financial Highlights
The value of the Shareholders' equity is $7.78 million as of March 31, 2011 comprised mainly of cash ($3.39 million), a convertible debenture ($2.83 million) and a balance of sale receivables ($1.59 million).
Recent Highlights
The amendments brought to the Arrangement Agreement entered into among Comamtech, 2259736 Ontario Inc. and DecisionPoint, include among others, an Amended Plan of Arrangement, which required the calling and holding of a new special meeting of Shareholders to approve the Amended Plan of Arrangement (the "New Special Meeting"). The New Special Meeting was held on May 18th, 2011 and the shareholders of Comamtech approved the Arrangement Resolution which also included the Continuance. On May 20th, 2011, the Ontario Superior Court of Justice (Commercial List) granted the Final Order approving the Amended Plan of Arrangement.
About Comamtech Inc.
Comamtech Inc. (PINK SHEETS: COMT) is the successor to Copernic Inc. which was sold to N. Harris Computer Corporation on November 4, 2010.
Forward Looking Statements
Forward Looking Statements contained in this press release, which are not historical facts, are forward- looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are subject to risks and uncertainties that can cause actual outcomes to differ materially from plans, projections, expectations and other anticipated results. Some of these risks and uncertainties are detailed in the Company's filings with the U.S. Securities and Exchange Commission and the Ontario Securities Commission. The Company expressly disclaims an intent or obligation to update any description of the scope, focus or subject matter of the forward-looking statements or any other matters contained in this press release except as otherwise required by law.
Comamtech Inc.
Condensed Consolidated Balance Sheets
---------------------------------------------------------------------------
(expressed in U.S. dollars and in accordance with generally accepted
accounting principles in the United States)
As at As at
March 31, December 31,
2011 2010
(unaudited) (unaudited)
$ $
Assets
Current assets
Cash 3,389,701 4,265,488
Accounts receivable 104,875 63,537
Prepaid expenses 15,562 21,783
Other assets 3,094,088 2,993,274
---------------------------------------------------------------------------
6,604,226 7,344,082
Other assets 1,590,850 1,567,751
---------------------------------------------------------------------------
8,195,076 8,911,833
---------------------------------------------------------------------------
---------------------------------------------------------------------------
Liabilities
Current liabilities
Accounts payable and accrued liabilities 414,467 666,679
Shareholders' Equity
Capital stock
Authorized
Unlimited number of common shares, no par
value
Issued and outstanding
2,097,861 (2,097,861 as at December 31,
2010) common shares 113,336,891 113,336,891
Contributed Surplus 6,968,738 6,968,738
Accumulated other comprehensive income 561,137 561,137
Accumulated deficit (113,086,157 ) (112,621,612)
---------------------------------------------------------------------------
7,780,609 8,245,154
---------------------------------------------------------------------------
8,195,076 8,911,833
---------------------------------------------------------------------------
---------------------------------------------------------------------------
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Comamtech Inc.
Condensed Consolidated Statements of Operations
(unaudited)
----------------------------------------------------------------------------
(expressed in U.S. dollars and in accordance with generally accepted
accounting principles in the United States)
For the three months ended
March 31,
-----------------------------
2011 2010
$ $
Revenues - 311,635
Cost of revenues - 8,242
---------------------------------------------------------------------------
Gross Margin - 303,393
---------------------------------------------------------------------------
Expenses
Marketing, sales and services - 155,989
General and administration 580,828 599,117
Product development and technical support - 309,543
Amortization of property and equipment - 17,430
Amortization of intangible assets - 19,303
Interest and other income (123,913 ) (151,163 )
Loss on foreign exchange 7,630 19,135
---------------------------------------------------------------------------
464,545 969,354
---------------------------------------------------------------------------
Loss from continuing operations before income
taxes and discontinued operations (464,545 ) (665,961 )
Current income taxes - (34,616 )
Future income taxes - (4,284 )
---------------------------------------------------------------------------
Recovery of income taxes - (38,900 )
---------------------------------------------------------------------------
Loss from continuing operations (464,545 ) (627,061 )
Results of discontinued operations, net of
income taxes - -
---------------------------------------------------------------------------
Net loss for the period (464,545 ) (627,061 )
---------------------------------------------------------------------------
---------------------------------------------------------------------------
Basic and diluted loss / share - continuing
operations (0.22 ) (0.30 )
Basic and diluted earnings / share -
discontinued operations - -
---------------------------------------------------------------------------
Basic and diluted net loss/ share (0.30 ) (0.30 )
---------------------------------------------------------------------------
---------------------------------------------------------------------------
Comamtech Inc.
Condensed Consolidated Statements of Cash Flows
(Unaudited)
----------------------------------------------------------------------------
(expressed in U.S. dollars and in accordance with generally accepted
accounting principles in the United State)
For the three months ended
March 31,
-----------------------------
2011 2010
$ $
Cash flows from (used for)
Operating activities
Net Loss (464,545 ) (627,061)
Adjustments for
Amortization of property and equipment - 17,430
Amortization of intangible assets - 19,303
Employee stock-based compensation - 21,211
Accreted interest on balance of sale
receivable - (147,189)
Accreted interest on other assets (123,913 ) -
Unrealized loss on foreign exchange - 1,119
Future income taxes - (4,284)
Net change in non-cash working capital items (287,329 ) (18,330)
---------------------------------------------------------------------------
Cash used for operating activities from
continuing operations (875,787 ) (737,801)
Cash used for discontinued operations - -
---------------------------------------------------------------------------
Cash used for operations (875,787 ) (737,801)
---------------------------------------------------------------------------
Investing activities
Purchase of intangible assets - (1,773)
Purchase of property and equipment - (2,350)
Cash used for continuing operations - (4,123)
Cash provided in discontinued operations - 245,116
---------------------------------------------------------------------------
Cash provided from investing activities - 240,993
---------------------------------------------------------------------------
Financing activities
Issuance of capital stock - 733
Repayment of obligations under capital leases - (18,510)
---------------------------------------------------------------------------
Cash used for financing activities - (17,777)
---------------------------------------------------------------------------
Net change in cash during the period (875,787 ) (514,585)
Cash and cash equivalents - Beginning of
period 4,265,488 3,970,879
---------------------------------------------------------------------------
---------------------------------------------------------------------------
Cash and cash equivalents - End of period 3,389,701 3,456,294
---------------------------------------------------------------------------
Cash and cash equivalents comprise:
Cash 3,389,701 150,663
Temporary investments - 3,305,631
3,389,701 3,456,294
Supplemental cash flow information -
continuing operations
Cash paid for interest - 1,667
Cash paid for income taxes - -
---------------------------------------------------------------------------
---------------------------------------------------------------------------
Contacts:
Comamtech Inc.
Marc Ferland, President and Chief Executive Officer
Comamtech Obtains Final Court Order for Plan of Arrangement
Today : Friday 20 May 2011
Comamtech Inc. ("Comamtech") (PINK SHEETS: COMT) is pleased to announce that the Ontario Superior Court of Justice (Commercial List) has issued a final order approving a reverse takeover transaction with DecisionPoint Systems, Inc. ("DecisionPoint") (OTCBB: DNPI), pursuant to a plan of arrangement (the "Plan of Arrangement"). On October 20, 2010, Comamtech and DecisionPoint jointly announced that they had entered into an arrangement agreement with 2259736 Ontario Inc. ("MergerCo"), a newly incorporated wholly-owned subsidiary of Comamtech, with respect to an arrangement pursuant to which: (i) Comamtech (through MergerCo) will acquire all the issued and outstanding shares of DecisionPoint in a reverse take-over; and (ii) Comamtech will subsequently be continued under the General Corporation Law of the State of Delaware (the "Arrangement"). The final order states that the Arrangement is fair and reasonable to the parties affected.
As previously announced on May 18, 2011, the Plan of Arrangement was approved by 98% of the votes cast by shareholders of Comamtech represented in person or by proxy at the Special Meeting. If all other conditions to completion of the Arrangement are satisfied or waived, it is anticipated that the Arrangement will be completed on or about May 27, 2011.
For further details regarding the Arrangement, please refer to Comamtech's management information circular dated April 14, 2011, a copy of which is available under the corporate profile of Comamtech on SEDAR at www.sedar.com.
Comamtech Shareholders Approve Plan of Arrangement
Date : 05/18/2011 @ 4:26PM
Source : MarketWire
Today : Wednesday 18 May 2011
Comamtech Inc. ("Comamtech") (PINK SHEET: COMT) is pleased to announce that its shareholders have approved a reverse takeover transaction with DecisionPoint Systems, Inc. ("DecisionPoint") (OTCBB: DNPI), pursuant to a plan of arrangement (the "Plan of Arrangement"). On October 20, 2010, Comamtech and DecisionPoint jointly announced that they had entered into an arrangement agreement with 2259736 Ontario Inc. ("MergerCo"), a newly incorporated wholly-owned subsidiary of Comamtech, with respect to an arrangement pursuant to which: (i) Comamtech (through MergerCo) will acquire all the issued and outstanding shares of DecisionPoint in a reverse take-over; and (ii) Comamtech will subsequently be continued under the General Corporation Law of the State of Delaware (the "Arrangement").
A special meeting of shareholders was held today (the "Special Meeting"), whereby a special resolution approving the Plan of Arrangement was approved by 98% of the votes cast by shareholders of Comamtech represented in person or by proxy at the Special Meeting. Comamtech's board of directors had previously unanimously recommended that holders of Comamtech common shares vote in favour of the Plan of Arrangement.
On May 13, 2011, DecisionPoint announced that the required majority of its shareholders had also approved the Arrangement.
The Arrangement will be completed by way of a statutory plan of arrangement under section 182 of the Business Corporations Act (Ontario) and requires the approval of the Ontario Superior Court of Justice (Commercial List). The hearing in respect of the final order (the "Final Order") to approve the Arrangement is currently anticipated to be held on May 20, 2011. If the Final Order is obtained on May 20, 2011, and all other conditions to completion of the Arrangement are satisfied or waived, it is anticipated that the Arrangement will be completed on or about May 27, 2011.
For further details regarding the Arrangement and the Continuance, please refer to Comamtech's management information circular dated April 14, 2011 (the "Circular"), a copy of which is available under the corporate profile of Comamtech on SEDAR at www.sedar.com.
Comamtech Obtains Interim Court Order for Plan of Arrangement
Today : Wednesday 20 April 2011
Comamtech Inc. ("Comamtech") (PINK SHEETS: COMT) announced that on April 14, 2011, the Ontario Superior Court of Justice (Commercial List) has issued an interim order authorizing Comamtech to, among other things, call a special meeting of its shareholders (the "Special Meeting") to consider and, if deemed advisable, pass a special resolution approving a proposed plan of arrangement (the "Plan of Arrangement"). On October 20, 2010, Comamtech and DecisionPoint Systems, Inc. ("DecisionPoint") (OTCBB: DNPI) jointly announced that they had entered into an arrangement agreement with 2259736 Ontario Inc. ("MergerCo"), a wholly-owned subsidiary of Comamtech, with respect to an arrangement pursuant to which Comamtech (through MergerCo) will acquire all of the issued and outstanding securities of DecisionPoint in a reverse take-over. Comamtech and MergerCo will subsequently be continued under the General Corporation Law of the State of Delaware.
The Special Meeting to approve the Plan of Arrangement will be held at 10:00 a.m. (EDT) on May 18, 2011, at the offices of Fasken Martineau DuMoulin LLP, in boardroom number 5, at 800 Place Victoria, 37th Floor, Montreal, Quebec, Canada, H4Z 1E9. The record date for determining the holders of common shares of Comamtech that will be entitled to receive notice of and to vote at the Special Meeting is April 18, 2011. The special resolution approving the Plan of Arrangement must be approved by not less than two-thirds of the votes cast by shareholders represented in person or by proxy at the Special Meeting. Comamtech's board of directors has unanimously recommended that holders of Comamtech common shares vote in favour of the Arrangement Resolution.
The Notice of Special Meeting, Management Information Circular and Form of Proxy with respect to the Plan of Arrangement are expected to be mailed to holders of common shares of Comamtech this week. Copies of these documents will also be available on SEDAR at www.sedar.com.
Comamtech and DecisionPoint Enter Into Third Amendment to the Arrangement Agreement Date : 04/11/2011 @ 4:00PM
Source : MarketWire
Stock : Comamtech Inc. (COMT)
Quote : 2.68 -0.32 (-10.67%) @ 11:19AM
Comamtech and DecisionPoint Enter Into Third Amendment to the Arrangement Agreement
Comamtech (USOTC:COMT)
Intraday Stock Chart
Today : Monday 11 April 2011
Comamtech Inc. ("Comamtech") (PINK SHEETS: COMT) and DecisionPoint Systems, Inc. (OTCBB: DNPI) ("DNPI") have agreed to amend the arrangement agreement (the "Arrangement Agreement") entered into between Comamtech, 2259736 Ontario Inc. ("MergerCo") and DecisionPoint, whereby Comamtech will acquire, through its wholly-owned subsidiary MergerCo, all of the issued and outstanding securities of DecisionPoint pursuant to a reverse takeover transaction under a plan of arrangement ("Plan of Arrangement"). The Arrangement Agreement was previously amended on December 23, 2010 ("Amendment No. 1") and again on March 22, 2011 ("Amendment No. 2").
This third amendment to the Arrangement Agreement ("Amendment No. 3") consists of changes to the mechanics of the Plan of Arrangement which were suggested to ensure an efficient amalgamation of the parties. Furthermore, the "Outside Date" (as defined in the Arrangement Agreement) has been amended from May 31, 2011 to June 15, 2011, or as may otherwise be mutually agreed to by the parties or as required as a result of regulatory reviews. A new management information circular relating to the Plan of Arrangement and Arrangement Agreement as amended, will also be circulated shortly to Comamtech's shareholders.
Copies of the Arrangement Agreement, Amendment No. 1, Amendment No. 2 and Amendment No. 3, are available under Comamtech's profile on SEDAR at www.sedar.com.
About Comamtech Inc.
Comamtech Inc. (PINK SHEETS: COMT) is the successor to Copernic Inc. which was sold to N. Harris Computer Corporation on November 4, 2010.
About DecisionPoint Systems, Inc.
DecisionPoint Systems, Inc. (OTCBB: DNPI) delivers improved productivity and operational advantages to its clients by helping them move their business decision points closer to their customers. They do this by making enterprise software applications accessible to the front-line worker anytime, anywhere. DecisionPoint utilizes all the latest wireless, mobility, and RFID technologies. For more information on DecisionPoint Systems visit http://www.decisionpt.com/news.php.
Forward Looking Statements
Forward Looking Statements contained in this press release, which are not historical facts, are forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are subject to risks and uncertainties that can cause actual outcomes to differ materially from plans, projections, expectations and other anticipated results. Some of these risks and uncertainties are detailed in the Company's filings with the U.S. Securities and Exchange Commission and the Ontario Securities Commission. The Company expressly disclaims an intent or obligation to update any description of the scope, focus or subject matter of the forward-looking statements or any other matters contained in this press release except as otherwise required by law.
Contacts:
Comamtech Inc.
Marc Ferland
President and Chief Executive Officer
418-653-1555
mferland@comamtech.com
Comamtech Inc. Announces 2010 Year-end Results
Date : 03/29/2011 @ 4:00PM
Source : MarketWire
Quote : 3.15 0.0 (0.00%) @ 4:03PM
Comamtech (USOTC:COMT)
Intraday Stock Chart
Today : Tuesday 29 March 2011
Comamtech Inc., (the "Company"), (PINK SHEETS: COMT), today reported its audited financial results for the year ended December 31, 2010. Unless otherwise stated, all figures in this release are in US dollars.
The financial statements include and reflect the operations of its subsidiary, Copernic Inc. ("Copernic"), before the reorganization and until the date of its disposal by the Company on November 4, 2010. Following this transaction, the Company became a "public shell" company with no operating business and will remain so until completion of the arrangement (the "Arrangement") with DecisionPoint System Inc. ("DecisionPoint") as further described below.
Financial Highlights
-- The Company sold Copernic for an amount of $6.01 million. The net book
value of this investment was $4.91 million, resulting in a gain on
disposal of its operating subsidiary in the amount of $1.10 million.
-- The value of the Shareholders' equity is $8.25 million as of December
31, 2010 comprised mainly of cash ($4.27 million), a convertible
debenture ($2.73 million) and a balance of sale of receivables ($1.57
million).
Recent Highlights
-- On August 25, 2010 Copernic and N. Harris Computer Corporation
("Harris"), a wholly-owned subsidiary of Constellation Software Inc.,
jointly announced that they had entered into a definitive arrangement
agreement ("Harris Plan of Arrangement") with Comamtech under which
Copernic would ultimately be acquired and taken private by Harris. On
October 25, 2010, at Copernic's Annual General Meeting and Special
Shareholders' Meeting, the shareholders approved the proposed
transaction. On November 1, 2010, the Ontario Superior Court of Justice
granted a final order approving the Harris Plan of Arrangement.
Following that, the Harris Plan of Arrangement closed on November 5,
2010, and the shareholders of Copernic became shareholders of Comamtech
through an exchange of shares on a 1:1 basis resulting in Copernic
becoming a wholly-owned subsidiary of Comamtech. Comamtech retained
certain non-operating assets of Copernic having a book value of
$2,896,961. This acquisition was accounted for at book values using
continuity-of-interest method of accounting.. Consequently, the number
presented for the current year include those of Copernic's prior to the
Harris Plan of Arrangement and the comparatives were those included in
Copernic's audited consolidated financial statements as previously
issued.
-- On October 20, 2010, Comamtech and its wholly-owned subsidiary 2259736
Ontario Inc.("MergerCo") has entered into an arrangement agreement with
DecisionPoint, whereby Comamtech would acquire (through MergerCo) all
the outstanding shares of DecisionPoint in a reverse take-over.The
Arrangement will be completed by way of a plan of arrangement under
Section 182 of the Business Corporations Act and provides for the
amalgamation of DecisionPoint with MergerCo. In consideration for the
amalgamation, shareholders of DecisionPoint will exchange all of their
shares of DecisionPoint into common shares of Comamtech, except that
DecisionPoint shareholders holding its preferred shares will exchange
such shares for preferred shares of Comamtech, which in turn, shall be
convertible into common shares of Comamtech. On March 2, 2011, at the
Company's Special Meeting of Shareholders, the shareholders approved the
proposed transaction. On March 23, 2011, the Company announced that it
had adjourned the request for final order and entered into a second
amendment to the Arrangement including an amended plan of arrangement.
The amendments to the Arrangement require a new special meeting of the
shareholders of Comamtech to approve the revised plan of arrangement.
About Comamtech Inc.
Comamtech Inc. (PINK SHEET: COMT) is the successor to Copernic Inc. which was sold to N. Harris Computer Corporation on November 4, 2010.
Forward Looking Statements
Forward Looking Statements contained in this press release, which are not historical facts, are forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are subject to risks and uncertainties that can cause actual outcomes to differ materially from plans, projections, expectations and other anticipated results. Some of these risks and uncertainties are detailed in the Company's filings with the U.S. Securities and Exchange Commission and the Ontario Securities Commission. The Company expressly disclaims an intent or obligation to update any description of the scope, focus or subject matter of the forward-looking statements or any other matters contained in this press release except as otherwise required by law.
Comamtech Inc.
Condensed Consolidated Balance Sheets
As at December 31, 2010 and 2009
--------------------------------------------------------------------------
(expressed in U.S. dollars and in accordance with generally accepted
accounting principles in Canada)
2010 2009
$ $
Assets
Current assets
Cash 4,265,488 465,949
Temporary investments - 3,504,930
Accounts receivable 63,537 256,110
Income taxes receivable - 337,802
Balance of sale receivable - 655,131
Prepaid expenses 21,783 118,149
Other assets 2,993,274 -
--------------------------------------------------------------------------
7,344,082 5,338,071
Balance of sale receivable - 3,694,060
Property and equipment - 115,110
Intangible assets - 202,597
Goodwill - 3,362,003
Other assets 1,567,751 -
--------------------------------------------------------------------------
8,911,833 12,711,841
--------------------------------------------------------------------------
Liabilities
Current liabilities
Accounts payable and accrued liabilities 666,679 1,010,140
Deferred revenue - 103,668
Deferred rent - 1,534
Current portion of obligations under capital
leases - 50,630
--------------------------------------------------------------------------
666,679 1,165,972
--------------------------------------------------------------------------
Obligations under capital leases - 7,906
Future income taxes - 45,146
--------------------------------------------------------------------------
Shareholders' Equity
Capital stock
Authorized
Unlimited number of common shares, no par
value
Issued and outstanding
2,097,861 (2,091,437 as at December 31, 2009)
common shares 96,567,321 96,556,485
Contributed Surplus 5,931,048 5,853,737
Accumulated other comprehensive income 561,137 561,137
Accumulated deficit (94,814,352) (91,478,542)
--------------------------------------------------------------------------
8,245,154 11,492,817
--------------------------------------------------------------------------
8,911,833 12,711,841
--------------------------------------------------------------------------
Comamtech Inc.
Condensed Consolidated Statements of Operations
--------------------------------------------------------------------------
(expressed in U.S. dollars and in accordance with generally accepted
accounting principles in Canada)
For the twelve months For the three months
ended December 31, ended December 31,
2010 2009 2010 2009
$ $ $ $
Revenues 1,261,759 1,653,026 181,794 372,943
Cost of revenues 25,393 62,304 2,988 7,136
--------------------------------------------------------------------------
Gross Margin 1,236,366 1,590,722 178,806 365,807
--------------------------------------------------------------------------
Expenses
Marketing, sales and services 403,073 625,243 30,625 193,312
General and administration 3,373,805 2,329,947 1,048,088 566,536
Product development and
technical support 649,000 1,125,102 12,609 271,085
Amortization of property and
equipment 52,703 117,909 7,329 30,834
Amortization of intangible
assets 69,871 720,729 11,427 182,335
Gain on disposal of property
and equipment (3,746) - (919) -
Gain on disposal of intangible
assets (9,960) - - -
Write-downs of long-lived
assets - 10,924 - 10,924
Restructuring charges - 33,677 - 13,053
Interest and other income (331,062) (333,979) (106,801) (149,272)
Gain on disposal of an
investment - (169,239) - -
Gain on disposal of its
operating subsidiary (1,109,736) - (1,109,736) -
Loss (gain) on foreign
exchange 48,601 70,772 (976) 23,643
--------------------------------------------------------------------------
3,142,549 4,531,085 (108,354) 1,142,450
--------------------------------------------------------------------------
Earning (loss) from continuing
operations before income
taxes and discontinued
operations (1,906,183)(2,940,363) 287,160 (776,643)
Current income taxes 9,877 1,498 9,877 -
Future income taxes (15,709) (656,347) (2,856) (60,067)
--------------------------------------------------------------------------
(Recovery of) income taxes (5,832) (654,849) 7,021 (60,067)
--------------------------------------------------------------------------
Net income (Loss) from
continuing operations before
discontinued operations (1,900,351)(2,285,514) 280,139 (716,576)
Net income (loss) from
discontinued operations (1,435,459) 4,399,406 19,904 14,295
--------------------------------------------------------------------------
Net income (loss) for the year(3,335,810) 2,113,892 300,043 (702,281)
--------------------------------------------------------------------------
Basic and diluted loss / share
- continuing operations (0.91) (1.09) 0.13 (0.34)
Basic and diluted earnings /
share - discontinued
operations (0.68) 2.10 0.01 0.01
--------------------------------------------------------------------------
Basic and diluted net loss /
share (1.59) 1.01 0.14 (0.34)
--------------------------------------------------------------------------
Comamtech Inc.
Condensed Consolidated Statements of Cash Flows
--------------------------------------------------------------------------
(expressed in U.S. dollars and in accordance with generally accepted
accounting principles in Canada)
For the twelve months For the three months
ended December 31, ended December 31,
2010 2009 2010 2009
$ $ $ $
Cash flows from (used for)
Operating activities
Loss from continuing
operations (1,900,351) (2,285,514) 280,139 (716,576)
Adjustments for
Amortization of property
and equipment 52,703 117,909 7,329 30,834
Amortization of intangible
assets 69,871 720,729 11,427 182,335
Employee stock-based
compensation 77,311 106,709 385 21,991
Gain on disposal of
property and equipment (3,746) - (3,746) -
Gain on disposal of
intangible (9,960) - - -
Write-down of goodwill - - - -
Write-down of intangible
assets - 1,462 - 1,462
Write-down of property and
equipment - 9,462 - 9,462
Gain on disposal of an
investment - (169,239) - -
Gain on disposal of its
operating subsidiary (1,109,736) - (1,109,736) -
Future income taxes (15,709) (656,347) (2,856) (60,067)
Accreted interest on
balance of sale
receivable (217,603) (200,823) - (74,730)
Accreted interest on other
assets (107,335) - (107,335) -
Unrealized loss (gain) on
foreign exchange - 10,529 (542) 2,027
Net change in non-cash
working capital items 53,382 130,297 203,444 (48,642)
--------------------------------------------------------------------------
Cash used for operating
activities from
continuing operations (3,111,174) (2,214,826) (721,491) (651,904)
Cash provided by
discontinued operations 2,828 1,051,219 19,904 (18,104)
--------------------------------------------------------------------------
Cash used for operations (3,108,346) (1,163,607) (701,587) (670,008)
--------------------------------------------------------------------------
Investing activities
Increase in other assets (263,957) - (198,320) -
Proceeds on the disposal
of an investment - 169,239 - -
Proceeds on the disposal
of its operating
subsidiary, net of cash 3,199,800 - 3,199,800 -
Proceeds on the disposal
of an intangible 9,960 - - -
Proceeds on the disposal
of property and equipment 3,746 - 3,746 -
Purchase of intangible
assets (2,098) (14,373) - (11,149)
Purchase of property and
equipment (3,357) (30,627) - (1,730)
Net decrease in temporary
investments - 3,005,227 - -
--------------------------------------------------------------------------
Cash provided by (used
for) contiuning
operations 2,944,094 3,129,466 3,005,226 (12,879)
Cash used in discontinued
operations 493,507 (579) - 229,090
--------------------------------------------------------------------------
Cash provided from (used
for) investing activities 3,437,601 3,128,887 3,005,226 216,211
--------------------------------------------------------------------------
Financing activities
Issuance of capital stock 10,836 - 1,703 -
Repayment of obligations
under capital leases (45,482) (62,106) (201) (17,641)
--------------------------------------------------------------------------
Cash provided from (used
for) financing activities (34,646) (62,106) 1,502 (17,641)
--------------------------------------------------------------------------
Net change in cash and
cash equivalents during
the year 294,609 1,903,174 2,305,141 (471,438)
Cash and cash equivalents
- Beginning of the year 3,970,879 2,067,705 1,960,347 4,442,317
--------------------------------------------------------------------------
Cash and cash equivalents
- End of year 4,265,488 3,970,879 4,265,488 3,970,879
--------------------------------------------------------------------------
Cash and cash equivalents
comprise:
Cash 4,265,488 465,949 4,265,488 465,949
Temporary investments - 3,504,930 - 3,504,930
Temporary investments with
maturity date in excess
of 3 months from date of
issuance - - - -
--------------------------------------------------------------------------
4,265,488 3,970,879 4,265,488 3,970,879
--------------------------------------------------------------------------
Contacts:
Comamtech Inc.
Marc Ferland, President and Chief Executive Officer
418-653-1555
mferland@comamtech.com
Comamtech Announces New Special Meeting of Shareholders
Today : Thursday 24 March 2011
Comamtech Inc. ("Comamtech") (PINK SHEETS: COMT) is pleased to announce that the special meeting of shareholders of Comamtech (the "Meeting") to approve the amended arrangement resolution presented in arrangement agreement entered into between Comamtech, 2259736 Ontario Inc. and DecisionPoint Systems, Inc. ("DecisionPoint") on October 20, 2010 (the "Arrangement Agreement") and amended on December 23, 2010 ("Amendment No. 1 to the Arrangement Agreement") and March 22, 2011 (the "Amendment No. 2 to the Arrangement Agreement"), will be on May 18th, 2011. The record date for shareholders of Comamtech eligible to vote at the Meeting is April 18th, 2011. The closing date for the transactions contemplated by the arrangement is expected to be on or about May 27th, 2011.
A new management information circular relating to the plan of arrangement presented in Amendment No. 2 to the Arrangement Agreement will also be circulated shortly to Comamtech's shareholders.
Copies of the Arrangement Agreement, Amendment No. 1 to the Arrangement Agreement and Amendment No. 2 to the Arrangement Agreement, are available under Comamtech's profile on SEDAR at http://www.sedar.com/
Comamtech Adjourns Request for Final Order and Enters Into a Second Amendment to the Arrangement Agreement Including an Amended Date : 03/23/2011 @ 8:00AM
Source : MarketWire
Stock : Comamtech Inc. (COMT)
Quote : 2.8 0.0 (0.00%) @ 8:06AM
Comamtech Adjourns Request for Final Order and Enters Into a Second Amendment to the Arrangement Agreement Including an Amended
Comamtech (USOTC:COMT)
Intraday Stock Chart
Today : Wednesday 23 March 2011
Comamtech Inc. ("Comamtech") (PINK SHEETS: COMT) announced that the Ontario Superior Court of Justice (Commercial List) has agreed to adjourn the hearing for a final order. Comamtech and DecisionPoint Systems, Inc. ("DecisionPoint") agree that it would be in the best interests of shareholders to amend the adjustment clause found in the current plan of arrangement (the "Plan of Arrangement") in order to more accurately reflect the value of Comamtech's assets. Consequently, the Plan of Arrangement has been amended to reflect the foregoing. The share exchange ratio, previously agreed to and found in the Plan of Arrangement remains unchanged and each DecisionPoint shareholder will receive one share of Comamtech for every eight shares of DecisionPoint. The amendments to the Plan of Arrangement will require a new special meeting of the shareholders of Comamtech to approve the revised plan of arrangement. A new record date and meeting date will be communicated shortly to shareholders.
Furthermore, pursuant to the second amendment to the arrangement agreement ("Amendment No. 2 to the Arrangement Agreement"), no termination fee shall be payable by Comamtech to DecisionPoint under any circumstance. In addition, should the transaction not close as a result of DecisionPoint's shareholders failing to approve the transaction, DecisionPoint has also agreed to pay an expenses fee of $125,000 in addition to the reverse termination fee payable under the arrangement agreement entered into between Comamtech, 2259736 Ontario Inc. and DecisionPoint on October 20, 2010 (and as first amended on December 23, 2010).
A new management information circular relating to the amended Plan of Arrangement and the Amendment No.2 to the Arrangement Agreement will also be circulated shortly to Comamtech's shareholders.
Copies of the Arrangement Agreement, Amendment No. 1 to the Arrangement Agreement and Amendment No. 2 to the Arrangement Agreement, are available under Comamtech's profile on SEDAR at www.sedar.com.
About Comamtech Inc.
Comamtech Inc. (PINK SHEETS: COMT) is the successor to Copernic Inc. which was sold to N. Harris Computer Corporation on November 4, 2010.
About DecisionPoint Systems, Inc.
DecisionPoint Systems, Inc. (OTCBB: DNPI) delivers improved productivity and operational advantages to its clients by helping them move their business decision points closer to their customers. They do this by making enterprise software applications accessible to the front-line worker anytime, anywhere. DecisionPoint utilizes all the latest wireless, mobility, and RFID technologies. For more information on DecisionPoint Systems visit http://www.decisionpt.com/news.php.
Forward Looking Statements
Forward Looking Statements contained in this press release, which are not historical facts, are forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are subject to risks and uncertainties that can cause actual outcomes to differ materially from plans, projections, expectations and other anticipated results. Some of these risks and uncertainties are detailed in the Company's filings with the U.S. Securities and Exchange Commission and the Ontario Securities Commission. The Company expressly disclaims an intent or obligation to update any description of the scope, focus or subject matter of the forward-looking statements or any other matters contained in this press release except as otherwise required by law.
Contacts:
Comamtech Inc.
Marc Ferland
President and Chief Executive Officer
418-653-1555
mferland@comamtech.com
Comamtech Shareholders Approve Plan of Arrangement
Today : Wednesday 2 March 2011
Comamtech Inc. ("Comamtech") (PINK SHEETS: COMT) is pleased to announce that its shareholders have approved a reverse takeover transaction with DecisionPoint Systems, Inc. ("DecisionPoint") (OTCBB: DNPI), pursuant to a plan of arrangement (the "Plan of Arrangement"). On October 20, 2010, Comamtech and DecisionPoint jointly announced that they had entered into an arrangement agreement with 2259736 Ontario Inc. ("MergerCo"), a newly incorporated wholly-owned subsidiary of Comamtech, with respect to an arrangement pursuant to which Comamtech (through MergerCo) will acquire all the issued and outstanding shares of DecisionPoint in a reverse take-over (the "Arrangement"). Comamtech and MergerCo will subsequently be continued under the General Corporation Law of the State of Delaware (the "Continuance").
A special meeting of shareholders was held today (the "Special Meeting"), whereby a special resolution approving the Plan of Arrangement and a special resolution approving the Continuance were each approved by 99% of the votes cast by shareholders of Comamtech represented in person or by proxy at the Special Meeting. Comamtech's board of directors had previously unanimously recommended that holders of Comamtech common shares vote in favour of the Plan of Arrangement and the Continuance.
The Arrangement will be completed by way of a statutory plan of arrangement under section 182 of the Business Corporations Act (Ontario) and requires the approval of the Ontario Superior Court of Justice (Commercial List). The hearing in respect of the final order (the "Final Order") to approve the Arrangement is currently anticipated to be held on March 8, 2011. If the Final Order is obtained on March 8, 2011, and all other conditions to completion of the Arrangement and Continuance are satisfied or waived, it is anticipated that the Arrangement and Continuance will be completed on or about March 31, 2011.
For further details regarding the Arrangement and the Continuance, please refer to Comamtech's management information circular dated January 21, 2011 (the "Circular"), a copy of which is available under the corporate profile of Comamtech on SEDAR at www.sedar.com.
About Comamtech Inc.
Comamtech Inc. (PINK SHEETS: COMT) is the successor to Copernic Inc. which was sold to N. Harris Computer Corporation on November 4, 2010.
About DecisionPoint Systems, Inc.
DecisionPoint Systems, Inc. (OTCBB: DNPI) delivers improved productivity and operational advantages to its clients by helping them move their business decision points closer to their customers. They do this by making enterprise software applications accessible to the front-line worker anytime, anywhere. DecisionPoint utilizes all the latest wireless, mobility, and RFID technologies. For more information on DecisionPoint Systems visit http://www.decisionpt.com/news.php.
Forward Looking Statements
Forward Looking Statements contained in this press release, which are not historical facts, are forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are subject to risks and uncertainties that can cause actual outcomes to differ materially from plans, projections, expectations and other anticipated results. Some of these risks and uncertainties are detailed in the Company's filings with the U.S. Securities and Exchange Commission and the Ontario Securities Commission. The Company expressly disclaims an intent or obligation to update any description of the scope, focus or subject matter of the forward-looking statements or any other matters contained in this press release except as otherwise required by law.
Contacts:
Comamtech Inc.
Marc Ferland
President and Chief Executive Officer
418-653-1555
mferland@comamtech.com
Comamtech Inc.: Adjournment of Special Meeting of Shareholders
Comamtech (USOTC:COMT)
Intraday Stock Chart
Today : Thursday 17 February 2011
Comamtech Inc. ("Comamtech") (PINK SHEETS: COMT) announced today that the meeting of shareholders (the "Meeting") of Comamtech scheduled for February 18, 2011, is being adjourned to 8:00 a.m. (Montreal time) on March 2, 2011, at the offices of Fasken Martineau DuMoulin LLP, in boardroom number 5, at 800 Place Victoria, 37th Floor, Montreal, Quebec, Canada, H4Z 1E9.
The record date for shareholders entitled to vote at the Meeting (as adjourned) remains the close of business on January 17, 2010, as described in the Notice of the Meeting dated January 21, 2011.
The agenda for the Meeting (as adjourned) remains unchanged. Shareholders of Comamtech who are unable to attend the Meeting (as adjourned) in person and who have not voted as of yet are encouraged to submit their proxy form in accordance with the instructions contained therein, not later than forty-eight (48) hours (excluding Saturdays, Sundays and Holidays) prior to the Meeting (as adjourned) or any adjournment thereof.
About Comamtech Inc.
Comamtech Inc. (PINK SHEETS: COMT) is the successor to Copernic Inc. which was sold to N. Harris Computer Corporation on November 4, 2010.
Forward Looking Statements
Forward Looking Statements contained in this press release, which are not historical facts, are forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are subject to risks and uncertainties that can cause actual outcomes to differ materially from plans, projections, expectations and other anticipated results. Some of these risks and uncertainties are detailed in the Company's filings with the U.S. Securities and Exchange Commission and the Ontario Securities Commission. The Company expressly disclaims an intent or obligation to update any description of the scope, focus or subject matter of the forward-looking statements or any other matters contained in this press release except as otherwise required by law.
Contacts:
Comamtech Inc.
Marc Ferland
President and Chief Executive Officer
The tender offer is .125 COMT share for each DNPI share??
The following individuals are the officers and directors of Comamtech:
Marc Ferland, Director, President and Chief Executive Officer. Mr. Ferland served as President and Chief Executive Officer of Copernic Inc. from March 3, 2008, and on its Board of Directors since September 2007. On November 4, 2010, Copernic was sold to N. Harris Computer Corporation and he resigned his duties with Copernic and simultaneously assumed the positions of Chairman of the Board and President/Chief Executive Officer of its successor Comamtech. Prior to his affiliation with Copernic and Comamtech, Mr. Ferland worked in the venture capital industry in various capacities for 10 years with Microcell, Caisse de Dépôt et Placement du Quebec (Canada’s largest pension fund), VantagePoint (a Silicon Valley venture capital fund) and Gen24 Capital, which he co-founded. Mr. Ferland also worked in the Telecommunications Industry for over 10 years in senior roles with Cantel (now Rogers), Scotpage/Scotcom, Telesystem National and Microcell Telecom. Mr. Ferland also spent almost 20 years in a variety of management positions with Canadian General Electric. He graduated from the University of Montreal with a B.A. honors in economics and did post graduate work at McGill University and Harvard Business School. Mr. Ferland is a Canadian citizen.
Jean-Rock Fournier, Executive Vice President and Chief Financial Officer. Mr. Fournier has served as Executive Vice President and Chief Financial Officer of Copernic since November 2009. He joined Copernic in January 2009 as its Vice President Finance and Chief Financial Officer. On November 4, 2010, Copernic was sold to N. Harris Computer Corporation and he resigned his duties with Copernic and simultaneously assumed the positions of Executive Vice President and Chief Financial Officer of its successor Comamtech. Prior to his affiliation with Copernic and Comamtech, Mr. Fournier served as the Vice President Finance with PGI, a software development and services company, from February 2006 to May 2008, and with Axion Technologies from September 2001 to February 2006. Both companies are in the Information Technology sector. Prior to that time, Mr. Fournier practiced public accounting with KPMG. Mr. Fournier obtained his Bachelor of Science Degree in Accounting (Licence en sciences comptables (L.SC.Compt.) from Université Laval, Québec in 1997. He also holds a diploma in business administration with concentration in accounting (Baccalauréat en administration des affaires (comptabilité) (BAA) from the Université Laval, Québec 1997. Mr. Fournier is a Canadian citizen.
Lawrence Yelin, Director. Mr. Yelin is an attorney who has had his own practice since February, 2009. From June 1980 until January 2009, he was an attorney at the law firm of Fasken Martineau DuMoulin LLP. Mr. Yelin is a Canadian citizen.
Claude E. Forget, Director. After studies in law and economics in Canada, the United Kingdom and the United States, Mr. Forget taught economics at the Université de Montréal, McGill University and Université du Quebec. Mr. Forget was deputy minister of Health and Social Services in Quebec and then elected to the provincial legislature and appointed Minister of Health. After leaving politics, he was appointed chairman of a Royal Commission on Unemployment Insurance and became Senior Partner of SECOR, a strategic consulting firm. He later served as senior executive at the Laurentian financial group, and later, as special adviser to the Chairman and CEO of Telesystems, a telecommunication group. Mr. Forget was involved as a volunteer in several community organizations including the first medical technology evaluation organization in Canada, chairman of a teaching hospital and initiator of a quality audit organization in health care. Mr. Forget is now retired. He was made an Officer of the Order of Canada in 1991. Mr. Forget is a Canadian citizen.
Marc Ferland and Lawrence Yelin are the directors of the MergerCo.
None of the aforementioned individuals has been convicted in a criminal proceeding during the past five years (excluding traffic violations or similar misdemeanors) or has been a party to any judicial or administrative proceeding during the past five years (except for matters that were dismissed without sanction or settlement) that resulted in a judgment, decree or final order enjoining the person from future violations of, or prohibiting activities subject to, federal or state securities laws, or a finding of any violation of federal or state securities laws.
http://www.secinfo.com/d14yVe.q39.htm#1stPage
Courtesy of SC...
Comamtech Inc
released on Friday, 1/28/11, a 3-document, 31-page 'SC TO-T'
Tender-Offer Statement -- Third-Party Tender Offer -- Schedule TO
filed as of Friday, 1/28/11, with respect to
DecisionPoint Systems/Inc [ formerly Canusa Capital Corp ]
http://www.secinfo.com/d14yVe.q39.htm#1stPage SC
Comamtech Obtains Interim Court Order for Plan of Arrangement
Posted on: Thu, 20 Jan 2011 16:38:57 EST
Symbols: DNPI, COMT
MONTREAL, QUEBEC, Jan 20, 2011 (Marketwire via COMTEX) --
Comamtech Inc. ("Comamtech") (PINK SHEETS: COMT | PowerRating) announced that the Ontario Superior Court of Justice (Commercial List) has issued an interim order authorizing Comamtech to, among other things, call a special meeting of its shareholders (the "Special Meeting") to consider and, if deemed advisable, pass a special resolution approving a proposed plan of arrangement (the "Plan of Arrangement"), and pass a special resolution on the proposed continuance of Comamtech under the General Corporation Law of the State of Delaware (the "Continuance"). On October 20, 2010, Comamtech and DecisionPoint Systems, Inc. ("DecisionPoint") (OTCBB: DNPI | PowerRating) jointly announced that they had entered into an arrangement agreement with 2259736 Ontario Inc. ("MergerCo"), a newly incorporated wholly-owned subsidiary of Comamtech, with respect to an arrangement pursuant to which Comamtech (through MergerCo) will acquire all the issued and outstanding shares of DecisionPoint in a reverse take-over. Comamtech and MergerCo will subsequently be continued under the General Corporation Law of the State of Delaware. All dollar amounts referred to herein are U.S. dollars unless otherwise stated.
The Special Meeting to approve the Plan of Arrangement and Continuance will be held at 10:00 a.m. (EDT) on February 18, 2011, at the offices of Fasken Martineau DuMoulin LLP, in boardroom number 5, at 800 Place Victoria, 37th Floor, Montreal, Quebec, Canada, H4Z 1E9. The record date for determining the holders of common shares of Comamtech that will be entitled to receive notice of and to vote at the Special Meeting is January 17, 2011. The special resolutions approving the Plan of Arrangement and the Continuance must be approved by not less than two-thirds of the votes cast by shareholders represented in person or by proxy at the Special Meeting. Comamtech's board of directors has unanimously recommended that holders of Comamtech common shares vote in favour of the Plan of Arrangement and in favour of the Continuance.
Mr. Ferland, CEO of Comamtech stated "that the interim court approval of the proposed merger between Comamtech and DecisionPoint Systems was an important milestone towards completing the merger. Management, supported by its board of directors continue to believe that its merger partner is well positioned to effectively compete in the growing enterprise mobility industy. With its cash and amounts receivable of $3.73/share estimated at the closing of this transaction, Comamtech supports the aggressive growth plans of the new proposed company."
The Notice of Special Meeting, Management Information Circular and Form of Proxy with respect to the Plan of Arrangement are expected to be mailed to holders of common shares of Comamtech by early next week. Copies of these documents will also be available on SEDAR at www.sedar.com.
About Comamtech Inc.
Comamtech Inc. (PINK SHEETS:COMT) is the successor to Copernic Inc. which was sold to N. Harris Computer Corporation on November 4, 2010.
About DecisionPoint Systems, Inc.
DecisionPoint Systems, Inc. (OTCBB: DNPI) delivers improved productivity and operational advantages to its clients by helping them move their business decision points closer to their customers. They do this by making enterprise software applications accessible to the front-line worker anytime, anywhere. DecisionPoint utilizes all the latest wireless, mobility, and RFID technologies. For more information on DecisionPoint Systems visit http://www.decisionpt.com/news.php.
Forward Looking Statements
Forward Looking Statements contained in this press release, which are not historical facts, are forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are subject to risks and uncertainties that can cause actual outcomes to differ materially from plans, projections, expectations and other anticipated results. Some of these risks and uncertainties are detailed in the Company's filings with the U.S. Securities and Exchange Commission and the Ontario Securities Commission. The Company expressly disclaims an intent or obligation to update any description of the scope, focus or subject matter of the forward-looking statements or any other matters contained in this press release except as otherwise required by law.
SOURCE: Comamtech Inc.
Comamtech Inc.
Marc Ferland
President and Chief Executive Officer
418-653-1555
mferland@comamtech.com
For full details on (DNPI) DNPI. (DNPI) has Short Term PowerRatings at TradingMarkets. Details on (DNPI) Short Term PowerRatings is available at This Link.
For full details on (COMT) COMT. (COMT) has Short Term PowerRatings at TradingMarkets. Details on (COMT) Short Term PowerRatings is available at This Link.
http://www.tradingmarkets.com/news/press-release/comt_dnpi_comamtech-obtains-interim-court-order-for-plan-of-arrangement-1435290.html
DecisionPoint Reaches Next Milestone Toward Completing Reverse Merger With Comamtech
Today : Thursday 20 January 2011
DecisionPoint Systems, Inc. (OTCBB: DNPI), a leading provider of Enterprise Mobility and RFID solutions, today announced that the next milestone step in the company's merger agreement with Comamtech has been reached. The Canadian court has approved the solicitation of Comamtech shareholders for the purpose of voting on Comamtech's merger agreement with DecisionPoint. Comamtech's special shareholder meeting is expected to take place on February 18, 2011.
"This is an important milestone on the path to completing our merger with Comamtech," said Nicholas Toms, CEO of DecisionPoint. "Within the same time frame that Comamtech prepares for its shareholder vote, DecisionPoint will be working to obtain written consent for the merger from a majority of our shareholders. After obtaining approval from both sets of shareholders, we will move quickly to close the merger. Our intention remains to apply for a Nasdaq Capital Market listing for the combined company as soon as possible once the merger is completed."
For additional details on the reverse merger agreement, please refer to the formal announcement made on October 20, 2010.
About DecisionPoint Systems, Inc.
DecisionPoint Systems, Inc. (OTCBB: DNPI) delivers improved productivity and operational advantages to its clients by helping them move their business decision points closer to their customers. They do this by making enterprise software applications accessible to the front-line worker anytime, anywhere. DecisionPoint utilizes all the latest wireless, mobility, and RFID technologies. For more information on DecisionPoint Systems visit:
http://www.decisionpt.com/news.php.
Under The Private Securities Litigation Reform Act of 1995: Except for historical information contained herein, the statements in this news release are forward-looking statements that are made pursuant to the safe harbor provisions of the Private Securities Act of 1995. Forward-looking statements involve known and unknown risks and uncertainties, which may cause a company's actual results, performance and achievement in the future to differ materially from forecasted results, performance, and achievement. These risks and uncertainties are described in the Company's periodic filings with the Securities and Exchange Commission. The Company undertakes no obligation to publicly release the results of any revisions to these forward-looking statements that may be made to reflect events or circumstances after the date hereof, or to reflect the occurrence of unanticipated events or changes in the Company's plans or expectation.
Company Contact:
Nicholas R. Toms
Chief Executive Officer
T: 973-290-0100 ext 110
ntoms@decisionpt.com
DNPI... GOING TO NASDAQ!!!!!!!!!!!!
Comamtech Obtains Interim Court Order for Plan of Arrangement
Date : 01/20/2011 @ 4:38PM
Comamtech Inc. ("Comamtech") (PINK SHEETS: COMT) announced that the Ontario Superior Court of Justice (Commercial List) has issued an interim order authorizing Comamtech to, among other things, call a special meeting of its shareholders (the "Special Meeting") to consider and, if deemed advisable, pass a special resolution approving a proposed plan of arrangement (the "Plan of Arrangement"), and pass a special resolution on the proposed continuance of Comamtech under the General Corporation Law of the State of Delaware (the "Continuance"). On October 20, 2010, Comamtech and DecisionPoint Systems, Inc. ("DecisionPoint") (OTCBB: DNPI) jointly announced that they had entered into an arrangement agreement with 2259736 Ontario Inc. ("MergerCo"), a newly incorporated wholly-owned subsidiary of Comamtech, with respect to an arrangement pursuant to which Comamtech (through MergerCo) will acquire all the issued and outstanding shares of DecisionPoint in a reverse take-over. Comamtech and MergerCo will subsequently be continued under the General Corporation Law of the State of Delaware. All dollar amounts referred to herein are U.S. dollars unless otherwise stated.
The Special Meeting to approve the Plan of Arrangement and Continuance will be held at 10:00 a.m. (EDT) on February 18, 2011, at the offices of Fasken Martineau DuMoulin LLP, in boardroom number 5, at 800 Place Victoria, 37th Floor, Montreal, Quebec, Canada, H4Z 1E9. The record date for determining the holders of common shares of Comamtech that will be entitled to receive notice of and to vote at the Special Meeting is January 17, 2011. The special resolutions approving the Plan of Arrangement and the Continuance must be approved by not less than two-thirds of the votes cast by shareholders represented in person or by proxy at the Special Meeting. Comamtech's board of directors has unanimously recommended that holders of Comamtech common shares vote in favour of the Plan of Arrangement and in favour of the Continuance.
Mr. Ferland, CEO of Comamtech stated "that the interim court approval of the proposed merger between Comamtech and DecisionPoint Systems was an important milestone towards completing the merger. Management, supported by its board of directors continue to believe that its merger partner is well positioned to effectively compete in the growing enterprise mobility industy. With its cash and amounts receivable of $3.73/share estimated at the closing of this transaction, Comamtech supports the aggressive growth plans of the new proposed company."
The Notice of Special Meeting, Management Information Circular and Form of Proxy with respect to the Plan of Arrangement are expected to be mailed to holders of common shares of Comamtech by early next week. Copies of these documents will also be available on SEDAR at www.sedar.com.
About Comamtech Inc.
Comamtech Inc. (PINK SHEETS: COMT) is the successor to Copernic Inc. which was sold to N. Harris Computer Corporation on November 4, 2010.
About DecisionPoint Systems, Inc.
DecisionPoint Systems, Inc. (OTCBB: DNPI) delivers improved productivity and operational advantages to its clients by helping them move their business decision points closer to their customers. They do this by making enterprise software applications accessible to the front-line worker anytime, anywhere. DecisionPoint utilizes all the latest wireless, mobility, and RFID technologies. For more information on DecisionPoint Systems visit http://www.decisionpt.com/news.php.
Forward Looking Statements
Forward Looking Statements contained in this press release, which are not historical facts, are forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are subject to risks and uncertainties that can cause actual outcomes to differ materially from plans, projections, expectations and other anticipated results. Some of these risks and uncertainties are detailed in the Company's filings with the U.S. Securities and Exchange Commission and the Ontario Securities Commission. The Company expressly disclaims an intent or obligation to update any description of the scope, focus or subject matter of the forward-looking statements or any other matters contained in this press release except as otherwise required by law.
Contacts:
Comamtech Inc.
Marc Ferland
President and Chief Executive Officer
418-653-1555
mferland@comamtech.com
Comamtech Obtains Interim Court Order for Plan of Arrangement
Comamtech (USOTC:COMT)
Intraday Stock Chart
Today : Thursday 20 January 2011
Comamtech Inc. ("Comamtech") (PINK SHEETS: COMT) announced that the Ontario Superior Court of Justice (Commercial List) has issued an interim order authorizing Comamtech to, among other things, call a special meeting of its shareholders (the "Special Meeting") to consider and, if deemed advisable, pass a special resolution approving a proposed plan of arrangement (the "Plan of Arrangement"), and pass a special resolution on the proposed continuance of Comamtech under the General Corporation Law of the State of Delaware (the "Continuance"). On October 20, 2010, Comamtech and DecisionPoint Systems, Inc. ("DecisionPoint") (OTCBB: DNPI) jointly announced that they had entered into an arrangement agreement with 2259736 Ontario Inc. ("MergerCo"), a newly incorporated wholly-owned subsidiary of Comamtech, with respect to an arrangement pursuant to which Comamtech (through MergerCo) will acquire all the issued and outstanding shares of DecisionPoint in a reverse take-over. Comamtech and MergerCo will subsequently be continued under the General Corporation Law of the State of Delaware. All dollar amounts referred to herein are U.S. dollars unless otherwise stated.
The Special Meeting to approve the Plan of Arrangement and Continuance will be held at 10:00 a.m. (EDT) on February 18, 2011, at the offices of Fasken Martineau DuMoulin LLP, in boardroom number 5, at 800 Place Victoria, 37th Floor, Montreal, Quebec, Canada, H4Z 1E9. The record date for determining the holders of common shares of Comamtech that will be entitled to receive notice of and to vote at the Special Meeting is January 17, 2011. The special resolutions approving the Plan of Arrangement and the Continuance must be approved by not less than two-thirds of the votes cast by shareholders represented in person or by proxy at the Special Meeting. Comamtech's board of directors has unanimously recommended that holders of Comamtech common shares vote in favour of the Plan of Arrangement and in favour of the Continuance.
Mr. Ferland, CEO of Comamtech stated "that the interim court approval of the proposed merger between Comamtech and DecisionPoint Systems was an important milestone towards completing the merger. Management, supported by its board of directors continue to believe that its merger partner is well positioned to effectively compete in the growing enterprise mobility industy. With its cash and amounts receivable of $3.73/share estimated at the closing of this transaction, Comamtech supports the aggressive growth plans of the new proposed company." The Notice of Special Meeting, Management Information Circular and Form of Proxy with respect to the Plan of Arrangement are expected to be mailed to holders of common shares of Comamtech by early next week. Copies of these documents will also be available on SEDAR at www.sedar.com.
About Comamtech Inc.
Comamtech Inc. (PINK SHEETS: COMT) is the successor to Copernic Inc. which was sold to N. Harris Computer Corporation on November 4, 2010.
About DecisionPoint Systems, Inc.
DecisionPoint Systems, Inc. (OTCBB: DNPI) delivers improved productivity and operational advantages to its clients by helping them move their business decision points closer to their customers. They do this by making enterprise software applications accessible to the front-line worker anytime, anywhere. DecisionPoint utilizes all the latest wireless, mobility, and RFID technologies. For more information on DecisionPoint Systems visit http://www.decisionpt.com/news.php.
Forward Looking Statements
Forward Looking Statements contained in this press release, which are not historical facts, are forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are subject to risks and uncertainties that can cause actual outcomes to differ materially from plans, projections, expectations and other anticipated results. Some of these risks and uncertainties are detailed in the Company's filings with the U.S. Securities and Exchange Commission and the Ontario Securities Commission. The Company expressly disclaims an intent or obligation to update any description of the scope, focus or subject matter of the forward-looking statements or any other matters contained in this press release except as otherwise required by law.
Contacts:
Comamtech Inc.
Marc Ferland
President and Chief Executive Officer
418-653-1555
mferland@comamtech.com
READ THE PR IT WAS THE Nasdaq Hearing Panel NOT THE SEC . 2 TOTALLY DIFFERENT ENTITY'S
That seems to be a problem with most they just read the surface and not the FULL ststement.
$COMT Comamtech Inc. Delisting From Nasdaq Stock Market
Comamtech Inc. (MM) (NASDAQ:COMT)
Comamtech Inc. ("Comamtech") (NASDAQ: COMT) today announced that the Company had received a letter from the NASDAQ Stock Market, Inc. ("Nasdaq") on December 21, 2010 informing the Company that it will be delisted from the Nasdaq Stock Market and that trading in its shares will be suspended effective upon the open of business on Thursday, December 23, 2010. The Company expects that its common stock will be quoted on the OTC Bulletin Board in the near future. Quotes for OTC Bulletin Board stocks can be found at OTCBB.com. The Company will continue to maintain its status as a reporting company with the Securities and Exchange Commission and update its shareholders on material events and financial information as required.
On September 20, 2010, the Nasdaq staff notified the Company that it had determined that the Company would be a public shell as a result of the completion of its transaction with N. Harris Computer Corporation. As previously announced, upon closing of the N. Harris Computer Corporation transaction on November 4, 2010, the Nasdaq Staff informed the Company that, based on the public shell determination under Nasdaq Listing Rule 5101, the Company would be delisted, unless it appealed the determination by requesting a hearing. On November 10, 2010, the Company requested a hearing, which was held on December 16, 2010.
The Nasdaq Hearing Panel acknowledged that the Company appears to be making good faith and diligent efforts to move quickly toward a reverse merger acquisition with DecisionPoint Systems Inc. (OTCBB: DNPI). However, the Nasdaq Hearing Panel concluded that the prospective timeline and associated uncertainty regarding conditions required for Nasdaq listing in connection with the DNPI transaction are longer than a public shell should remain listed on Nasdaq. The Nasdaq Hearing Panel therefore declined to exercise discretionary authority to permit continued listing of the Company pending the DNPI closing and determined that the Company will be delisted.
Marc Ferland, CEO of the Company commented, "Although the Nasdaq Hearing Panel declined to exercise their discretionary authority to continue our listing through the closing of the merger with DNPI, the merger transaction will result in a going concern and we intend to be fully compliant with the new listing qualifications post-closing."
Mr. Nicholas Toms, Chairman and CEO of DNPI stated: "Upon the completion of the merger transaction, the Company will promptly pursue a new listing on Nasdaq."
About Comamtech Inc.
Comamtech is the successor to Copernic Inc. which was sold to N. Harris Computer Corporation on November 4, 2010.
About DecisionPoint Systems, Inc.
DecisionPoint Systems, Inc. (OTCBB: DNPI) delivers improved productivity and operational advantages to its clients by helping them move their business decision points closer to their customers. They do this by making enterprise software applications accessible to the front-line worker anytime, anywhere. DecisionPoint utilizes all the latest wireless, mobility, and RFID technologies. For more information on DecisionPoint Systems visit http://www.decisionpt.com/news.php.
Statements contained in this press release, which are not historical facts, are forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are subject to risks and uncertainties that can cause actual outcomes to differ materially from plans, projections, expectations and other anticipated results. Some of these risks and uncertainties are detailed in the Company's filings with the U.S. Securities and Exchange Commission and the Ontario Securities Commission. The Company expressly disclaims an intent or obligation to update any description of the scope, focus or subject matter of the forward-looking statements or any other matters contained in this press release except as otherwise required by law.
Contacts:
Comamtech Inc.
Marc Ferland
President and Chief Executive Officer
418-653-1555
mferland@comamtech.com
http://ih.advfn.com/p.php?pid=nmona&article=45763942
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Thats the good part I got out of it... Mr. Nicholas Toms, Chairman and CEO of DNPI stated: "Upon the completion of the merger transaction, the Company will promptly pursue a new listing on Nasdaq.
The SEC Did Not Delist COMT
Reading the PR correctly it STATES Nasdaq Hearing Panel
This determination was made by the Nasdaq Hearing Panel in part due to the updated prospective timeline with the DecisionPoint transaction
Please point out where the scam is. Good luck.
SCAM ALERT!!! COMT and NIC TOMS..be careful!!!
The SEC just revoked one of Nic Tom's stocks a few weeks ago,and delisted COMT from the NASDAQ a few weeks later... both stocks involved Nic Toms...coincidence? not!
Due your DD on this crooked CEO that lies to shareholders before investing in this, or any stock Nic Cons is involved with..
the critics agree
its not a coincidence that the SEC REVOKES one of Nic Toms' stocks.. then DELISTS another just a few weeks later.
the SEC is smart enough to sniff out a con-artist criminal CEO when they see one.
They spoke with their actions? Really? C'mon man. Why didn't they stop CYSG back in Sept. of '09 then?
So, basicly, the fact that the SEC never made a statement about delisting COMT because Nic was involved can be considered false information?!?!
pretty simple and pretty clear. the SEC has spoken. you should listen.
COMT DELISTED. This is no coincidence. The SEC has spoken and the critics agree. Be wary of any stock with the criminal Nic Toms associated. CYSG was just REVOKED.
do your DD.. be careful, be wary.. Nic Toms lies to shareholders (as proven in recorded conversations).
when the SEC delists a stock, people should take notice. its not a coincidence that the SEC REVOKES one of Nic Toms' stocks.. then DELISTS another just a few weeks later.
the SEC is smart enough to sniff out a con-artist criminal CEO when they see one.
THANK YOU SEC!!!
they spoke with their actions. crooks and con-artists get their stocks revoked and delisted. pretty simple and pretty clear. the SEC has spoken. you should listen.
Sure it is. Where did the SEC state this? They didn't so it's false information.
nothing false about that. the SEC has their eyes on this criminal. thank you SEC for not letting this con-artist ceo run amuck!!!
the sec is doing a great job, and i, for one, am thankful.
crooks like nic toms need to be held on a short leash.
That could take awhile considering the SEC never stepped in because Toms was involved. Just more false information that we're all used to.
'gimmegimme' In what Documentation from the SEC do you have that says Nic Toms was scamming anyone??
And their will be a lot of people VERY GRATEFUL for having the foresight to invest in a stock with such a CEO as Nic Toms.
And I am betting you will be one of thoes that will be weather you admit it or not.
Yeah... ok.... sure thing there buddy, keep an eye on it. Watch it go to the NASDAQ.
sure , it was just a coincidence, lol. The SEC was paying close attention and shut the backdoor Nic Cons thought he had had opened down.
You can't thank the SEC enough for what they did and what they saw. Thank goodness theres a group of people out there looking out for shareholders the way the SEC is.
its a bold faced lie when the ceo had no intention whatsoever of ever releasing the financials.
"march bleeding into april" and still no financials in september or october?? lol..
even the SEC saw past that scam... Nic Toms.. liar, crook, con-artist...
Thank god the SEC was paying attention.
God knows how many people were saved from getting scammed by Nic Toms the criminal
COMT being delisted from the NASDAQ just weeks after Nic Tom's other stock, CYSG is REVOKED, is NO COINCIDENCE
CEO of a publicly traded company lying to shareholders about audited financials being released
Lying to your kid about the tooth fairy doesnt compare to a CEO of a publicly traded company lying to shareholders about audited financials being released. Factor into the equation the fact that the company never released any audited financials (it wasnt like he just missed a target date) and that he knew (by way of the SEC communicating with him about impending revocation) that the stock was going to be REVOKED.
That makes him a lying, con-artist criminal in my book.
I'd say don't be that hard on yourself if you lie to your kid about Santa or the tooth fairy, that's not even in the same universe as Nic Toms the lying criminal CEO of a public company lying to shareholers about audited financials. Besides, consider the legal implications of a CEO lying to a shareholder whom which he has a fiduciary responsibility to uphold.
Facts remain: Nic Toms is a liar and a criminal.
COMT being delisted from the NASDAQ just weeks after Nic Tom's other stock, CYSG is REVOKED, is NO COINCIDENCE. the SEC isn't that dumb.
The fact remains that Nic Toms acted with criminal behavior, and therefore is a criminal.
The fact remains that Nic Toms acted with criminal behavior, and therefore is a criminal.
Personally, I choose not to liken a child lying about stealing a piece of chocolate to his mother to Nic Toms, CEO of a publicly traded company lying to shareholders about audited financials. This is not an apples to apples comparison, and to imply as such is bologna.
What a bunch of bologna.
he should have PR'ed these problems with COMT delisting BEFORE COMT was to be delisted
A CEO lying to a shareholder is criminal behavior, therefore, referring to him as a criminal is also not an issue.
this is nothing more than damage control and misdirection
he should have PR'ed these problems with COMT delisting BEFORE COMT was to be delisted THE OPEN OF THE NEXT TRADING DAY
If you can't see he's a con artist and a liar, at least the SEC can
A phone conversation from a CEO of a public company with a shareholder is not a private conversation. Unless he said something was gong to be off-the-record, which, we all know in his recorded message he did not. That's nothing different that putting it in a PR or in an email.
He is still acting as CEO of a publicly traded company speaking to an anonymous shareholder.
Nowhere in that conversation was there an implication of privacy or information that was not to be redistributed.
Since we have him on record lying. There is absolutely nothing wrong with calling him a liar. A CEO lying to a shareholder is criminal behavior, therefore, referring to him as a criminal is also not an issue.
This is a PUBLIC STATEMENT from the CEO,Its not a voice mail to one shareholder that was not meant to be broad-casted, its to the EVERYONE!!
Stating the company's knowledge of the COMT Delisting the reasons behind it and the planned future of it.
What part in this statement is not the TRUTH and please show a link to back up your Information that you are sharing
TO THE PUBLIC , I would not want you to make false claims to the PUBLIC that could result in criminal acts or accusations ...
"In order to accomplish the accretive and synergistic acquisition of CMAC which we announced this morning in a timely manner, we agreed to extend the timeline to complete our reverse merger with Comamtech," said Nicholas Toms, CEO of DecisionPoint. "We were aware that this would potentially impact Comamtech's Nasdaq listing, but it was always a requirement and our intention to apply for a Nasdaq Capital Market listing for the combined company once the reverse merger was completed. We believe that the completion of both the CMAC acquisition and merger with Comamtech will result in a stronger and more formidable competitor in the enterprise mobility industry."
ANOTHER NIC TOMS EPIC FAILURE!!
This CEO couldnt manage his way out of a paper bag.
After the mess he made with CYSG and now the disaster with COMT/DNPI only several weeks apart, i dont foresee him staying on the board much longer.
its about he's replaced with someone competent.
i never received any private message stating that recording was private
you're arguing it was a private message, not that it wasn't a lie
A CEO caught lying about financials to shareholders is criminal behavior
COMT has now been delisted. Whats next? Revoked? Just like CYSG?
if not revoked, will nic cons at least start diluting this by the billions like he did to CYSG?
the SEC is on to his scams. So are we.
The future for any stock Nic Cons is involved with is not looking bright.
i never received any private message stating that recording was private. it is publicly posted on the internet for all to hear. besides, you're arguing it was a private message, not that it wasn't a lie. A CEO caught lying about financials to shareholders is criminal behavior. Hence, Nic Toms is a criminal. Very simple.
COMT has now been delisted. Whats next? Revoked? Just like CYSG?
if not revoked, will nic cons at least start diluting this by the billions like he did to CYSG?
the SEC is on to his scams. So are we.
The future for any stock Nic Cons is involved with is not looking bright.
The SEC has already revoked one of his stocks, and now delisted another he's associated with.. all in two months.. what does that tell you? LOL
Is Nic guilty of a crime, NO
Has Nic been convicted of a crime, NO
In order to be guilty you must be convicted. It's pretty cut and dry according to our legal system.
Nic can very easily be considered a criminal since he breeched fiduciary responsibility to shareholders
He has also exhibited criminal behavior by lying to shareholders about releasing audited financials
All that aside, as you can see, even the SEC agrees. Which is why they revoke and delist any stock he's associated with
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DecisionPoint Systems, Inc. delivers improved productivity and operational advantages to our clients by helping them move their business decision points closer to their customers.
We do this by making enterprise software applications accessible to the front-line worker anytime, anywhere. DecisionPoint utilizes all the latest wireless, mobility, and RFID technologies.
This is our entire business and we are experts at it. We have a 30-year track record helping our clients make what is possible in mobile computing, practical and reliable.
DecisionPoint has the complete range of offerings needed to make this happen. Business process and mobile solution consulting. Technology implementation and support. Hardware and software and consumables.
DNPI = newly public....huge deals with Coca-cola, US Air Force, Celgene, Scientific Games, Motorola, Petco, Nordstrom, Pfizer. They do RFID Mobile Computing for jumbo-sized companies.
http://www.youtube.com/watch?v=yFDkogPQmgo
http://pinksheets.com/edgar/GetFilingHtml?FilingID=6718829
CEO Nicholas Toms was the founder, CEO, and took public Peak Technologies on the NASDAQ which got bought out for $210 million or $18/share 5 years later:
http://findarticles.com/p/articles/mi_qa3755/is_199705/ai_n8765568/
"DecisionPoint Recognized by Motorola as Top 10 North American Wireless LAN Partner"
"DecisionPoint has been a Motorola PartnerSelect Business Partner since 2003 and was named Motorola PartnerSelect Business Partner of the Year in 2007"
http://finance.yahoo.com/news/DecisionPoint-Recognized-by-iw-2681894867.html?x=0&.v=1
CEO Nicholas Toms formed DNPI just 3 years ago. $53 million 2008 revenues with $1 million in operating income.
"""Southeastern Container turns to Motorola and decisionpoint systems for RFID asset tracking
Expected to Deliver thousands of dollars in annual savings""""
http://www.motorola.com/staticfiles/Business/Solutions/Industry%20Solutions/RFID%20Solutions/Documents/Static%20Flies/Southeastern%20Container%20Case%20Study%20-%20Asset%20Tracking.pdf?localeId=33
DNPI RECENT PRS:
http://www.decisionpt.com/news.php
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