EMAK Worldwide (fka EMAKQ)

[monda2frida]

EMAKQ EMAK Worldwide, Inc. Common Stock 6/30/2011 100 Plan of bankruptcy effective. All shares have been cancelled. Deletion Time: 14:14:56

[PlanMaestro]

Too all the people here. If you did not sign a release you are loosing ALL your shares. You are at the mercy of management now.

[castboy]

What was the last price?

[PlanMaestro]

Yes and they are robbing everyone by going dark. Thanks for the info!

[LicharTin]

seems like EMAKQ halted. I will try to buy this tomorrow =)

[Redlegs]

Just seen the news Lichar! Anything under .10 would be free money!

[LicharTin]

I dont know if they halted this but on my radar tomorrow

[LicharTin]

Court Approves EMAKs Plan of Reorganization Business Wire   "Press Releases - English"
LOS ANGELES --(BUSINESS WIRE)-- EMAK Worldwide Inc. announced today that the United States Bankruptcy Court for the Central District of California confirmed its Plan of Reorganization. The Plan was supported by the committee of creditors appointed in the case.

The Plan will become effective approximately fourteen days after the Court enters a written order reflecting this ruling, so EMAK expects to emerge from Chapter 11 before the end of June. EMAK commenced its Chapter 11 case on August 6, 2010 .

The Courts confirmation of our restructuring plan is a major milestone for our company and represents the culmination of our restructuring efforts, said EMAK CEO Jim Holbrook .

The Plan provides for the following reorganization points:


EMAK will reorganize around its existing operating businesses, which continue to show positive performance

EMAK will pay creditors in full with interest

EMAK has secured a line of credit through Crown EMAK Partners

EMAKs common shareholders holding less than 150,000 shares that agreed to provide a release will receive $.10 per share. Holders of over 150,000 shares had the opportunity to roll into a new ownership arrangement in exchange for providing a release

Pursuant to the Plan, Crown EMAK Partners will hold a majority of the stock in the reorganized Company


Holbrook continued, I would like to thank our employees, clients and suppliers for their support throughout this process.





EMAK Worldwide Jim Holbrook , 323-932-4068



Source: EMAK Worldwide Inc.

[Superfly15]

Hmm...they cant get much darker than they already are. Shares are .04-.05 so possibly could add some more at these levels. I dont have anything to send in though so not going to buy.

[PlanMaestro]

I received the paper for the voting. It looks like the company is going dark to reduce expenses but still offers the 0,1 per share BUT YOU HAVE TO SEND A RELEASE BY THIS FRIDAY SO YOU DO NOT LOOSE IT ALL.

[Superfly15]

Has anything changed on this front recently, or is it still the same?

[PlanMaestro]

Derivate Suit

A shareholder derivative suit is a lawsuit brought by a shareholder on behalf of a corporation against a third party. Often, the third party is an insider of the corporation, such as an executive officer or director. Shareholder derivative suits are unique because under traditional corporate law, management is responsible for bringing and defending the corporation against suit. Shareholder derivative suits permit a shareholder to initiate a suit when management has failed to do so. Because[ derivative suits vary the traditional roles of management and shareholders, many jurisdictions have implemented various procedural requirements to derivative suits.

[PlanMaestro]

Derivative suits in the United States

In the United States, corporate law is largely based upon state law. Although the laws of each state differ, the laws of the states such as Delaware, New York, and California, where corporations often incorporate, institute a number of barriers to derivative suits.

Under the Model Business Corporation Act (MBCA), the procedure of a derivative suit is as follows. There has been harm to the corporation but the board of directors has not taken a measure against the wrongdoers. First, eligible shareholders must file a demand on the board. The board may either reject, accept, or not act upon the demand. If after 90 days the demand has been rejected or has not been acted upon, shareholders may file suit.If the board accepts the demand, the corporation itself will file the suit. If rejected, or not acted upon, the shareholder must still meet additional pleading requirements. On the requirements being met by the shareholder, the board may appoint a “special litigation committee” which may move to dismiss. If the special litigation committee makes a required showing, the case will be dismissed. If the committee fails to make a showing, the shareholder suit may proceed.

The MBCA is not a law itself, but rather a model statute suggested for passage by different jurisdictions. Individual states adhere to the MBCA procedures to varying degrees. In New York, for example, derivative suits must be brought to secure a judgment "in [the corporation's] favor." Delaware has different rules in regards to demand and bond requirements too.

The famous case of Shaffer v. Heitner, which ultimately reached the United States Supreme Court, originated with a shareholder derivate suit against Greyhound Bus Lines.

[PlanMaestro]

DISCLOSURE STATEMENT

PART 1
http://es.scribd.com/full/50291119?access_key=key-19gvqqv078d9y4sqwt7e
PART 2
http://es.scribd.com/full/50290790?access_key=key-12dbn4snhsxdwm3b8c61
PART 3
http://es.scribd.com/full/50290373?access_key=key-1cfyei2pm45tngrj22bh
PART 4
http://es.scribd.com/full/50290133?access_key=key-15ffu0zwqsnh41kk3pfc

[PlanMaestro]

Also is some provision where Crown is able to convert some of their preferred shares into common (10mm shares) if the PPS hits $1.50.

I am still reading it to get the complete picture. The final common count would be 7,243,018 shares, very similar to today's so no dilution except for the possible conversion at a higher price.

Regarding Crown's role, they had $25m liquidation preference in preferred equity but they had accumulated interests. The plan offers a a conversion to 2 types of preferreds.

* Series A Pref: $10.625m (6% dividends increasing 1% per annum until 12%)
* Series B Pref: $15m (same dividends as A but PAID IN KIND, convertible at $1.5 under certain conditions)

The series A prefs are required to be paid in 4 years I think. The advantage of the pay in kind is that it does not use cash that will be needed short term. In turn, Crown will lend to EMAK two 2 year term secured facilities to pay creditors and emerge fast from Ch11.

* Term Loan: $2.2m Libor + 6.5% (min 8%)
* Revolving Loan: $2.3m Libor + 10.5% (min 12%)
* waives change of control put right (they asserted entitled for immediate payment of $25.625m)

All in all it does not look so bad if it were not for the take down of small shareholders whose shares would be kept by Crown. There is also an incentive plan for management for 15% of common equity, pre-convertible dilution.

[Superfly15]

Doc, I did not get it yet, but PlanMaestro PM'd me, said that per the DS for equity it goes like this.

1) 15,000 shares and up = keep your shares

2) Under 15,000 shares you get bought out for $0.10 a share.

Also is some provision where Crown is able to convert some of their preferred shares into common (10mm shares) if the PPS hits $1.50.


This looks like an abuse of power like the PBSOQ case where they are also trying to leave some shareholders out in the cold. Convenient how EMAK said that "Crown supports the proposal," while not providing information in their PR. Well no DUH they support it, they are in the driver seat. Wish I had time/money, I would try and do something about it but poor full time college students don't really have that kind of stuff laying around..lol.

I don't want to be bought out, and unless somebody dumps on the bid I won't be having 15k shares....

[Superfly15]

I got something in the mail about it today, [e-mail] is who you email for a copy of the DS.

I have not got one back yet, just sent a message but I didnt even know they filed it lol...talk about slipping it in the backdoor. Because I never noticed though, I take that to be a good thing because otherwise I would have looked randomly at my account and the position would have dropped about 90% in value LOL.

Only way to find out is to read it though...hopefully they work weekends lol.

[PlanMaestro]

Doc, trying to find out.

[doc75]

EMAK announced today that a POR was filed yesterday with the LA Bankruptcy court. No details in the press release except to say that the POR was supported by the preferred holders (Crown), which is no surprise.

Does anyone have any details? Or a copy of the POR? I presume it is on PACER but I'm awaiting my account activation so I cannot check.

Thanks!

[Superfly15]

I just took a look back at the email I rec'd and its attachment, which was a January 6th filing which said the debtors expected to file a DS/POR within the next 30 days...accd'g to that doc we are past 30 days so it could come at any moment.

[Superfly15]

Some shares appeared at 20c lol, I took a little chunk of them, maybe somebody else wants some.

[PlanMaestro]

I know :)

[Superfly15]

I have a few as well, but hard as heck to get any without paying 35-40c a share.

[PlanMaestro]

Right here Superfly. Been focused on other companies. My position is a large % of the outstanding shares. But is less than 2% of my portfolio.

[Superfly15]

Anybody around here anymore? CEO told me awhile ago that the POR is supposed to get filed this month, was surprised he took the time to answer me. Leads me to believe the common may be preserved.

EMAK Worldwide Announces Sale Of Logistix To BDA
By Business Wire 02/09/11 - 10:00 AM EST
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EMAK Worldwide, Inc. (EMAKQ.PK) announced today that Bensussen Deutsch & Associates, Inc. (BDA), a merchandise-based marketing agency, has entered into an agreement to acquire selected assets of Logistix, EMAK’s promotional products agency. The sale includes the transition of key personnel and customer accounts from Logistix’s U.S., Hong Kong and Shenzhen, China offices.

Commenting on the acquisition, BDA’s CEO and co-founder Jay Deutsch said, “Logistix has long been on BDA’s radar as a bulldog competitor that brings a combination of world-class talent and flawless execution. Their continuous desire to differentiate and the enormous importance they place on creating innovative merchandise campaigns for their global clients make them a perfect addition to our organization.”

“BDA has an excellent reputation for building highly-effective activation campaigns that delight customers and build brand loyalty,” said Jim Holbrook, EMAK’s Chief Executive Officer. “Logistix’s talented team is an ideal fit for BDA’s merchandise-based business, and together will continue to provide clients with outstanding and exceptional service within the BDA family.”

EMAK’s sale of the assets of its Logistix agency will allow the Company to focus on its growing agency services businesses and to invest in different marketing disciplines such as shopper marketing, niche/lifestyle marketing and emerging technologies. EMAK’s agency services offerings have been expanding over the last three years, with the creation of the Neighbor marketing agency and the addition of Emerge Digital, with revenue growth of approximately 30% over the last three years through the trailing twelve months ended September 30, 2010. EMAK’s agencies will remain focused on creating effective marketing initiatives on behalf of their clients across all media, with deep insights and a focus on consumer engagement.

www.thestreet.com/story/11002006/1/emak-worldwide-announces-sale-of-logistix-to-bda.html

[Superfly15]

Somebody wanted some shares recently...jeesh

[Peanutbuttercup]

Hello Maestro....so is this the one?

[PlanMaestro]

Hello world!