Register for free to join our community of investors and share your ideas. You will also get access to streaming quotes, interactive charts, trades, portfolio, live options flow and more tools.
News looked great. More news next week could get this closer to where I think it belongs ($5+ range).
What I want to know is what kind of revenues does SYMY have
with these type of acquisitions.
I mean you can chalk up another 7m for symy if they get half
of DMA's projected 15m. Right?
FIRE
It's the best kept "Secret" on the OTCBB! Just wait till they
FIND OUT!
I missed this part.......
Symphony is also in negotiations with six other potential merger/acquisition candidates, each of which is capable of substantially enhancing the marketing strength of the Company and its revenue and earnings projections. Developments are forthcoming.
things are looking GREAT at symy!!!!
WOW, I like this part.....
Although it is in the start-up phase, the Company has already secured contracts valued in excess of $6 Million (US). Symphony and DMA.com foresee excellent synergies and cross-marketing opportunities in the complimentary nature of their product lines. Projected revenues for DMA.com next fiscal year exceed $15 Million (US).
Fire
Yes, I hear there may be several next week! Best Wishes, k4s
NEWS
SYMY.OB
1 31/32
-1/16
delayed 20 mins - disclaimer
Friday September 15, 2:46 pm Eastern Time
Press Release
Symphony Telecom Acquires Controlling Interest in Directory Management America.com
TORONTO--(BUSINESS WIRE)--Sept. 15, 2000--Symphony Telecom International Inc. (OTCBB:SYMY - news) announced today that they have completed the purchase of 51% of the issued and outstanding stock in Directory Management America.com.
They are a marketing communications company which provides advertising services, specifically to yellow pages and e-commerce advertising agencies throughout the USA and Canada, which gives national support for businesses.
DMA.com's management is presently comprised of Herman Tambeau and Alphonse Verrault, both previous holding management positions with Bell Canada. Herman Tambeau stated, ``DMA.com had been approached by several potential partners, but after careful consideration, felt that Symphony offered us the greatest potential. From the beginning, we have been experiencing great interest and demand for the service we provide.''
Directory Management America.com's Website is under development, and will soon be located at: ( http://www.Directory-Management.com )
Symphony's investment of $500,000 (CDN), provided seed capital to DMA.com Although it is in the start-up phase, the Company has already secured contracts valued in excess of $6 Million (US). Symphony and DMA.com foresee excellent synergies and cross-marketing opportunities in the complimentary nature of their product lines. Projected revenues for DMA.com next fiscal year exceed $15 Million (US).
Gilles A. Trahan, Chairman, CEO, stated, ``Symphony feels Directory Management America.com fill an important need in telecommunications and business service area. Symphony's investment in DMA.com helps round out our portfolio of services to the business community. This new Acquisition will also help highly competitive business enterprises with an cost-effective vehicle to broaden the quality of content available for the consumer and ensure that we help play a leading role in this evolving industry.
Symphony is also in negotiations with six other potential merger/acquisition candidates, each of which is capable of substantially enhancing the marketing strength of the Company and its revenue and earnings projections. Developments are forthcoming.
About Symphony Telecom International Inc.
Symphony Telecom International, Inc. is a business to business telecom solutions provider dedicated to delivering all the benefits of the Next-Generation Global Telecommunications Network to its valued customers. Symphony Telecom International is positioning itself to become North America's foremost Next-Generation Telco, leveraging emerging technologies into a global, sophisticated, and user friendly array of quality services centered on high speed Internet, Wireless and VoIP.
Website: http://www.symphony.net
Information in this press release contains ``forward-looking statements.'' These statements involve risks and uncertainties that could cause actual results to differ materially. There is no assurance the above-described events will be completed. There can be no assurance of the ability of the company to achieve sales goals, obtain contracts or financing, consummate acquisitions or achieve profitability in the future. The above and additional factors are discussed in detail in the company's filings with the SEC.
For More Information Contact:
Gilles A. Trahan Chairman, C.E.O. Email: gtrahan@symphony.net
Symphony Telecom International Inc. ``The Sound Choice in Communications''
Phone: 888-479-6746 / 416-366-5221. Fax 416 366-2245 Visit our website at: www.symphony.net
--------------------------------------------------------------------------------
Contact:
Symphony Telecom International Inc.
Gilles A. Trahan, 888/479-6746 or 416/366-5221
gtrahan@symphony.net
I've been also hearing much more news next week anyone
else been hearing this?
Thanks k4s. Lets get this ball rolling. eom
SYMY NEWS ALERT!
Should be out 2:45-3:00PM EST from what I hear.
I'm ready too, guys; bring on the news and watch her fly!
Me to Frohlich,looks like the sellers unders $2 are pretty much gone and with some good news and this small float we could see a strong move north pretty quickly imo.
Can't wait until we get more news. I think most people who didn't read the last PR carefully really know how much good stuff is coming down the pike for SYMY.
sounds great. cant wait for the volume increase on all these
pr's symy will be releasing.
best regards, Eric
Fire,
My guestimate is Weds/Thurs at the latest. k4s
k4s, what do think? news thurs-fri.? maybe early next week?
I,m still looking for it around thurs. E
anybody reading my last post......
delaY ANY buying for a day or so.
I just found more $$$ and I need some time tues.-weds. to get my buys in. .....E
look for a breakout from these 2.00 levels real soon.
pr coming this week imho.
zoom to 3.00 then some resistence. once 3.00 is broke down,
which it will because more pr's are lined up.
kiss 2's gone forever.
add, add, add, add you will not be sorry.
The plan will come to LIGHT, dig for dd with a bulldozer.
find where this symy is going and think early retirement.
best regards to all longs , Eric
SAME HERE
I bought more today also! Feelings are mutual! k4s
bought more today. I think 2.00 area is bottom for symy and
as their plans come to light I think many will wish they
bought at these levels.
The orther day I red
In a dutch newspaper about DSL applications.
In many countries in Europe and in Holland espessialy , cable connection are almost in every household. They offer not only television but also internet speed connextions. The lagest dutch telephone compagny now is trying to get internet users back by starting to offer them internet acces via DSL connection. They just started .
I realize now how far foreward SYMY is . For this DSL via telephone always stay "fast", as for cabel gets a little slower by a lot of uses at one time. Plus with the cable in Holland has only one provider.
By telephone I can choose who I want.
Man I really Think SYMY is A WINNER. I hope they also try europe's market.
With all the money flowing in I expect at lot of profitable murgers , and who know , just speculation they get the interst of one of the big telecom industries of Europe.?
Vodaphone, KPN, Telepnonica. ?
I agree with Hboy . I am not selling my shares of SYMY on this o market.
Tin Tens
k4s, Thanks for the symy tip and for this GREAT basher free
board.
I feel constructive criticism is great for any stock so one
might learn more about a company that they may wish to invest in.
On the other hand there are those who have "other intentions" we all know this type of poster and how they try to infect a stock board to create fear and discontent.
That is why I will enjoy coming here to this board, learning and
sharing the true facts from posters that have found some DD that I have not yet located or investigated.
Highest Regards, Eric
I'm with you on THAT k4s; SYMY is going to take everyone by surprise!!
SYMY
Lot's happening behind the scenes, and very soon we will see
the RESULTS! I am very confident saying we will be VERY HAPPY!
Best Wishes,k4s
Knot-4-sail - thanks for the update. Looks like the MMs are dragging it down for now but I believe with further developments we should be in real good shape. Thanks.
FINANCING COSTS
First Group @ an average cost of $1.38 per share
Second Group @ an average cost of $2.845 per share
This is VERY GOOD when compared to typical FIRST TIME
Financing for a Start Up. It demonstrates as time goes on
the TERMS GOT BETTER!
AMENDED 8K FILED
Exhibit ‘A’
Private Placement Shares Sold Prior to Execution of this Agreement
In three separate transactions, 660,000 restricted regulation 144 shares were privately placed, netting Symphony $910,000 USD. Symphony Telecom International, Inc. will begin to initiate filing an SB-2 to register said shares on or before October 31, 2000. *
In three additional transactions, 843,500 shares bearing a 2 year restriction on trading, were privately placed, netting Symphony $2,400,000 USD.
* NOTE: Symphony is presently in negotiations that may result in extenting the restriction period of these shares. Although no assurance can be made at this time.
http://www.freeedgar.com/Search/FilingsResults.asp?SourcePage=CompanyList&CIK=701304&UseFrame=1&FormType=&DateFiled=&CompanyName=SYMPHONY+TELECOM+INTERNATIONAL+INC
AMAZING!
About 10,000 Shares BOUGHT, 3000 SOLD, and they DROP the Bid & Ask! k4s
Good Morning!
September is upon us, and this should be a great month. I hope
you all had a nice relaxing Holiday. Best Wishes for a good week. SYMY is LOADED with great News just ahead! k4s
STOCKDOC
Welcome! Thanks, we can have a Great Board here, along with
a Great Investment with SYMY. k4s
Knot_4_sail...
Congrats on a great board!! I look forward to many good things from SYMY.
TensTens,
Good Morning! I feel SYMY is poised to take the NEXT STEP UP
as a Company, and will rise accordingly.
September should be a GREAT MONTH!
Best Wishes,
k4s
It feels like I am skating on new fresh ice.
Hello to all the menbers on this new board.
Plato, for sure news will come next week . Cullen said he planned to bring out the 10k by the end of september , but maybe sooner for they were ahead of the game.
It will be an interresting week.
Tin Tens
Hello, Symyites!! Looking forward to next week!
More news will bring us to new levels, imo!!
Highlights from PR .
1)"Other significant announcements are pending"
2)"The Company is presently in negotiations with six potential merger/acquisition candidates, each of which, if completed, should greatly enhance the revenue, profit, and marketing strength of the Company. "
3)Mondetta acquisition - Negotiations have expanded, and as a result, now focus on the acquisition of the entire
Company
4)Symphony has entered into an agreement with Directory Management America to purchase new treasury shares of
DMA which will result in Symphony Telecom holding 51% of the issued and outstanding stock of DMA
5)Symphony, since early this year, has grown from 11 employees to almost 40 presently.
6)"to recruit an additional 39 experienced business to business telecom sales professionals."
7)Symphony also filed an 8K with the SEC, concerning details of its $100 Million Dollar non-exclusive equity funding
commitment,
8)``Symphony has been approached by a number of companies and has entered into negotiations with
Broker Dealers and Institutions regarding additional financing. If negotiations prove successful, we expect to make
additional announcements in the short term.
SYMY..APPROVED BY STANDARD & POOR'S
Company Press Release
Standard & Poor's Approves Symphony Telecom International Inc. for Listing in Market Access Program
TORONTO, June 19 /PRNewswire/ -- Standard & Poor's announced today that its Editorial Board has approved Symphony Telecom International Inc. (OTC Bulletin Board: SYMY - news) for inclusion in the premier Market Access Program. A full description will be published in the Daily News Section of Standard Corporation Records. As part of the program, Standard & Poor's will also initiate financial coverage Symphony Telecom International Inc. on the Standard & Poor's Internet Site www.advisorinsight.com as well as S&P MarketScope and the S&P Stock Guide database. S&P's financial coverage program is one of the industry's best programs to broaden the dissemination of company information and heighten awareness of Symphony to the financial community.
The Standard Corporation Records, the definitive source of financial information available in print, CD-ROM and on the Internet, is a recognized securities manual for secondary trading in approximately 35 states under the Blue Sky Laws. However, it is recommended that brokers check with the Blue Sky Laws in their given state. Standard & Poor's website: http://www.advisorinsight.com provides free access to a full spectrum of investors interested in getting information on Symphony Telecom.
Standard & Poor's MarketScope is a real-time information service offering instant access to current market information on Symphony Telecom by more than 80,000 brokers and traders worldwide. Standard & Poor's Stock Guide database is distributed electronically to virtually all major quote vendors. Vital statistics such as price, volume, dividends, shares outstanding, financial position, earnings and much more will be made available to over 240,000 brokers, traders and professionals.
Symphony Telecom International, Inc. has positioned itself to become North America's first Next-Generation Telco. The Next Generation refers to the coming wave of communications technology which is capable of integrating voice, data and multimedia applications over a single high speed packet network. This promises customers the advantage of further reductions in local and Internet costs, and a dramatic enhancement to the service offerings available. By leveraging emerging technology over the increasingly global and sophisticated high speed Internet Symphony Telecom intends to aggressively pursue market share in the DSL communications sector.
Information in this press release contains ``forward-looking statements.'' These statements involve risks and uncertainties that could cause actual results to differ materially. There is no assurance the above-described events will be completed. There can be no assurance of the ability of the company to achieve sales goals, obtain contracts or financing, consummate acquisitions or achieve profitability in the future. The above and additional factors are discussed in detail in the company's filings with the SEC.
SOURCE: Symphon Telecom International Inc.
FILLING ON THE BID
Several times today on Market Orders to BUY, they filled
me on the BID, and DOUBLE PRINTED to make it look like
MORE SELLING!
Here is news:
August 30, 2000 13:51
Symphony Telecom's Update to Shareholders; New Developments on Mondetta
Telecommunications Negotiations
TORONTO--(BUSINESS WIRE)--Aug. 30, 2000--Symphony Telecom International Inc. (OTCBB:SYMY) announced today that it would like to
provide shareholders and interested parties, a basic corporate overview and update of recent developments. Other significant
announcements are pending.
Mondetta Telecommunications Inc. Developments
Symphony recently announced the signing a Letter of Intent to acquire the customer base of Mondetta Telecommunications Inc., a privately
held Canadian long distance service provider. Negotiations have expanded, and as a result, now focus on the acquisition of the entire
Company, which includes additional assets, such as telecom equipment. Initially, the principle asset being acquired was the customer base
which represents an annualized net operating revenue stream of approximately $5 Million (US), $7.2 Million (CDN). This acquisition is
expected to close in the near future.
Directory Management America Share Purchase
Symphony has entered into an agreement with Directory Management America to purchase new treasury shares of DMA which will result in
Symphony Telecom holding 51% of the issued and outstanding stock of DMA. This company is a marketing communications company
which provides advertising services, specifically yellow pages and e-commerce support for businesses. Symphony's investment of $500,000
(CDN), will provide seed capital to DMA. Although it is in the startup phase, the Company has already secured contracts valued in excess
of $6 Million (CDN). Symphony and DMA foresee excellent synergies and cross-marketing opportunities in the complimentary nature of their
product lines.
Symphony Corporate Business Developments
Symphony, since early this year, has grown from 11 employees to almost 40 presently. The Company recently acquired LinkData
Communications Inc., which brings additional strength in the data field and adding $2 million CDN ($1.4 million USD) in revenues, and
growing quickly. The Company is presently in negotiations with six potential merger/acquisition candidates, each of which, if completed,
should greatly enhance the revenue, profit, and marketing strength of the Company.
In August of this year, Symphony entered an agreement to occupy a leased 20,000 sq. ft. building in Brampton, Ontario. This building will
be the new headquarters for the Company. The majority of the staff currently located at 347 Bay Street, Toronto will be moving to the new
location in October. In addition to housing Symphony's headquarters staff, the building will also house a New Network Data Center which
the Company is planning as part of its Applications Services Provider thrust.
In its on-going efforts to develop a world-class direct sales staff, Symphony entered into an agreement in August of this year, with Lamon,
Stuart, Michaels, a Toronto recruiting firm, to recruit an additional 39 experienced business to business telecom sales professionals. The
company has set aside an initial capital budget in excess of $1 million to recruit, train and equip its direct sales force.
Other Recent Developments
Symphony also filed an 8K with the SEC, concerning details of its $100 Million Dollar non-exclusive equity funding commitment, obtained on
a best efforts basis. The transaction was arranged by Geek Securities, Inc. ( www.geeksecurities.com ), a registered NASD Broker/Dealer.
These funds can be utilized by Symphony on an "as needed" basis.
Gilles A. Trahan, Chairman, CEO of the Company stated, "Symphony has been approached by a number of companies and has entered
into negotiations with Broker Dealers and Institutions regarding additional financing. If negotiations prove successful, we expect to make
additional announcements in the short term."
About Symphony Telecom International Inc.
Symphony Telecom International, Inc. is a business to business broadband telecom solutions provider dedicated to delivering all the
benefits of the Next-Generation Global Network to its valued customers. Symphony Telecom International has positioned itself to become
North America's first international Next-Generation Telco, leveraging emerging technologies into a coherent, sophisticated, and user friendly
array of services utilizing the increasingly global and high speed Internet that continues to evolve in quality and expand in size.
Website: http://www.symphony.net
Information in this press release contains "forward-looking statements." These statements involve risks and uncertainties that could cause
actual results to differ materially. There is no assurance the above-described events will be completed. There can be no assurance of the
ability of the company to achieve sales goals, obtain contracts or financing, consummate acquisitions or achieve profitability in the future.
The above and additional factors are discussed in detail in the company's filings with the SEC.
For More Information Contact:
Gilles A. Trahan
Chairman, C.E.O.
Email: gtrahan@symphony.net
Symphony Telecom International Inc.
"The Sound Choice in Communications"
Phone: 888-479-6746 / 416-366-5221
Fax 416 366-2245
Visit our website at: www.symphony.net
CONTACT: Symphony Telecom International Inc.
Gilles A. Trahan, 888/479-6746 / 416/366-5221
Email: gtrahan@symphony.net
NEWS ALERT!!!
ON SYMY
K4S sounds great,it's like my uncle Dominic says..."This just looksa soooo gooood !"
TT
TO ALL
It is my understanding that Symphony will only use this
on an "as need" basis, and has utilized only about $6 Million of it. They NOW have available OTHER SOURCES of Funding, which may offer BETTER TERMS, so this may or may not be utilized much more.
Here is new 8-k (100 million private placement/financing) for SYMY:
TYPE: 8-K OTHERDOC
SEQUENCE: 1
FILENAME: 0001.txt
OTHERDOC AVAILABLE Series=0001.txt Ver="": Document is copied.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): August 29, 2000
SYMPHONY TELECOM INTERNATIONAL, INC.
---------------------------------------------------------
(Exact name of registrant as specified in its charter)
UTAH 87-0378892
------------------------------- -------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
347 Bay Street, Suite 502, Toronto, Canada M5H 2R7
------------------------------------------ -------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 416-366-5221
------------
------------------------------------------------------
(Former name, former address and former fiscal year,
if changed since last report)
Item 5 Other Events
Placement Agreement
-------------------
The Company has signed a Placement Agreement with a firm authorizing the
placement of up to $100 million dollars of common stock of the Company on a best
efforts basis over the next 60 days, renewable monthly. A copy is attached. The
firm, Geek Securities, Inc. (www.geeksecurities.com ), an on-line registered
NASD Broker/Dealer, has already placed stock for the Company.
The Agreement is subject to numerous representations, and conditions, believed
to be customary for such placement transactions.
In summary, the Agreement provides, among other things, for the placement, from
time to time over the next 60 days, renewable monthly, of common stock of the
Company, at a price to be agreed to by the Company and the subscribers, as
"restricted securities," with registration rights for later this year. The
placement is being done as a private offering. The subscribers are "accredited
investors" within the meaning of Rule 501(c) of Regulation D.
Symphony Telecom International, Inc. is a business to business broadband telecom
solutions provider dedicated to delivering all the benefits of the
Next-Generation Global Network to it's valued customers. Symphony Telecom
International has positioned itself to become North America's first
international Next-Generation Telco, leveraging emerging technologies into a
coherent, sophisticated, and user-friendly array of services that are
increasingly global and a high speed Internet that continues to evolve in
quality and expand in size.
INFORMATION HEREIN CONTAINS "FORWARD-LOOKING STATEMENTS." THESE STATEMENTS
INVOLVE RISKS AND UNCERTAINTIES THAT COULD CAUSE ACTUAL RESULTS TO DIFFER
MATERIALLY. THERE IS NO ASSURANCE THE ABOVE-DESCRIBED EVENTS WILL BE COMPLETED.
THERE CAN BE NO ASSURANCE OF THE ABILITY OF THE COMPANY TO ACHIEVE SALES GOALS,
OBTAIN CONTRACTS OR FINANCING, CONSUMMATE ACQUISITIONS OR ACHIEVE PROFITABILITY
IN THE FUTURE.
Item 7 Financial Statements and Exhibits
Exhibits
(99) Placement Agreement between the Company and the Placement Agent
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this Report to be signed on its behalf by the
undersigned, thereunto duly authorized.
SYMPHONY TELECOM INTERNATIONAL, INC. (Registrant)
By: /s/ Gilles A. Trahan , C.E.O.
------------------------------
Gilles A. Trahan , C.E.O.
(Principal Executive Officer)
By: /s/ Gilles A. Trahan, Chief Financial Officer
----------------------------------------------
Gilles A. Trahan, Chief Financial Officer
(Principal Financial Officer)
Date: 08/29/2000
TYPE: EX-99 OTHERDOC
SEQUENCE: 2
FILENAME: 0002.txt
DESCRIPTION: PLACEMENT AGREEMENT
OTHERDOC AVAILABLE Series=0002.txt Ver="": Document is copied.
PLACEMENT AGREEMENT
-------------------
This Placement Agreement (the "Agreement") is made as of this 28th day
of August, 2000 by and between SYMPHONY TELECOM INTERNATIONAL, INC., a Utah
corporation (hereinafter the "Seller"), and GEEK SECURITIES, INC., a
Pennsylvania corporation (hereinafter the "Placement Agent") (Seller and
Placement Agent are sometimes hereinafter referred to collectively as the
"Parties").
RECITALS:
---------
A. The Parties have had numerous discussions, including a meeting in
Toronto, Canada, at the offices of the Seller, whereby the Placement Agent
agreed, subject to the terms and conditions herein, to use its reasonable best
efforts to solicit subscriptions for the shares of the Seller in the aggregate
amount of up to (U.S.) $100 million to one or more accredited investors (the
"Offering"); and
B. The Seller hereby desires to engage the Placement Agent, and the
Placement Agent agrees to act in such capacity, for the private placement of the
Private Placement Shares in the Offering in accordance with the applicable state
and federal securities laws and the terms and conditions herein; and
C. Seller has prepared a private placement memorandum (the "Private
Placement Memorandum") in connection with the Offering and agrees to supply a
sufficient number of copies of such document to the Placement Agent for the
Potential Investors (as defined herein); and
D. The Parties desire that this Agreement definitively set forth the
agreements reached between them as to the Placement Agent's engagement for the
Offering;
NOW, THEREFORE, in consideration of the premises, mutual promises,
covenants, terms and conditions herein, and other good and valuable
considerations, the receipt and sufficiency of which are hereby acknowledged by
the Parties, the Parties hereby agree as follows:
1. RECITALS
The above recitals are true, correct, and complete and are incorporated
herein by reference.
2. APPOINTMENT OF PLACEMENT AGENT
(a) Subject to the terms and conditions herein, the Seller hereby
appoints the Placement Agent to act as Seller's agent for purposes of offering
the Private Placement Shares to "accredited investors" (the "Potential
Investors"), as defined in Rule 501 of Section D of the Securities Act of 1933,
as amended (the "Act"), and Placement Agent hereby accepts such appointment all
in accordance with the applicable state and federal securities laws and the
terms and conditions of this Agreement. Placement Agent's acceptance hereunder
is on a reasonable best-efforts basis, without any guarantee of finding buyers
for the Private Placement Shares.
(b) Seller hereby acknowledges and agrees that during the course of the
negotiation of this Agreement, Placement Agent has, on behalf of Seller, placed
the number of Private Placement Shares in such transactions as are set forth on
Exhibit A, attached hereto, and that the terms and conditions of this Agreement
shall be applicable to all such Private Placement Shares.
3. NON-EXCLUSIVITY
Placement Agent's engagement hereunder shall on a non-exclusive basis.
4. PURCHASERS
The Parties hereby agree that Placement Agent shall use its reasonable
best-efforts to obtain investments from Potential Investors who are accredited
investors. Placement Agent agrees to present to all Potential Investors who
intend to purchase the Private Placement Shares a subscription agreement
prepared by Seller in the form and substance reasonably acceptable to Placement
Agent's counsel (the "Subscription Agreement") for execution by such Potential
Investors. Placement Agent agrees to collect and submit to Seller all
Subscription Agreements executed by Potential Investors immediately upon
Placement Agent's receipt of same. Notwithstanding the foregoing, Seller may
determine that it is desirable to accept Subscription Agreements from
non-accredited investors, in which case Seller shall, before accepting any such
Subscription Agreements, obtain an opinion from its counsel in form and
substance reasonably acceptable to Placement Agent's counsel that accepting such
subscriptions will not adversely affect any private placement exemption upon
which Seller relied in connection with the Offering.
All Potential Investors must execute the a Subscription Agreement,
which shall contain representations and warranties as to their knowledge,
experience and sophistication in making this decision to purchase the Private
Placement Shares and acknowledgments of the risks associated with respect to
making an investment in the Seller.
5. SHARES
The term "Private Placement Shares" shall mean the shares of the
Seller's common stock ("Common Stock") offered or sold in the Offering with an
aggregate offering price of up to approximately (U.S.) $100 million. The Private
Placement Shares shall be "restricted securities" and bear a restricted legend
thereon, all with reference to Rule 144 promulgated under the Act
6. PRICE AND REGISTRATION
The per share price of the Private Placement Shares shall be as
determined by written instrument duly executed by the parties hereto as of the
date of each transaction for the placement of the Private Placement Shares,
provided that the price of such Private Placement Shares shall be discounted.
Unless the Seller and the Actual Investors agree otherwise, and subject
to the requirement that each Actual Investor reasonably cooperate with Seller by
supplying all necessary information to assist Seller in the related filings for
same, the Seller agrees that on or by October 31, 2000, the Seller will file a
registration statement for the Private Placement Shares under the Act, at its
sole cost in accordance with the appropriate form of registration statement such
that, following effectiveness of the registration, the Private Placement Shares
will be freely tradable securities, subject to customary holding periods, or be
without legend thereon so that they may be freely tradable. All Private
Placement Shares subsequently sold shall be similarly registered by the
appropriate means.
The term "Actual Investor" shall mean any Potential Investor (i) who
has submitted an executed Subscription Agreement to Seller, (ii) who has fully
paid for his or its subscriptions for the Private Placement Shares and (iii)
whose Subscription Agreement has been accepted by the Seller.
7. TERM
The term of this Agreement shall commence as of this date and shall
continue for a period of sixty days unless otherwise terminated in accordance
with this Section 7 (the "Initial Term"). Thereafter, this Agreement shall
automatically renew on a month-to-month basis unless either party delivers
written notice of its election not to renew this Agreement within five days
prior to the end of any calendar month after the Initial Term during which this
Agreement is in effect. The parties may mutually agree in writing to terminate
this Agreement at any time. No termination, however, shall effect the
disposition of monies accrued and due from Purchasers.
Upon a Default (as defined below) by either party, the other may
terminate this Agreement by delivering written notice of such Default to the
other party and providing fifteen days to cure such Default. If the defaulting
party has not cured such Default within the cure period, the non-defaulting
party may immediately terminate this Agreement. For purposes of this Agreement,
either party shall be in "Default" if such party has materially breached (i) any
of its respective representations and/or warranties hereunder or (ii) any of its
respective covenants, agreements or other obligations hereunder.
8. SELLER REPRESENTATIONS
Seller hereby makes the representations and warranties set forth in
Exhibit B, attached hereto and incorporated herein, all of which are true on the
date hereof and shall be deemed to be made again and shall be true and correct
on each of the Closing Dates set forth in Section 6 of this Agreement.
9. PLACEMENT AGENT REPRESENTATIONS
The Placement Agent hereby makes the following representations to
Seller:
the Placement Agent is duly registered as a broker and dealer under
applicable provisions of federal and state law;
The Placement Agent is a member in good standing of the National
Association of Securities Dealers, Inc. ("NASD"), and is in compliance with
applicable securities laws, and rules and regulations, including those
promulgated by the NASD; and
The Placement Agent will conduct its activities hereunder in accordance
with applicable laws and rules and regulations.
10. FEES
For and in consideration of Placement Agent's services hereunder,
Seller agrees to pay Placement Agent the Commission (as defined below) in the
following manner:
Seller shall pay Placement Agent $.02 for each share of the Private
Placement Shares sold due to the efforts of the Placement Agent in the Offering
(the "Commission").
Within fifteen days after Seller's acceptance of an executed
Subscription Agreement submitted as a result of Placement Agent's efforts and
Seller's receipt of the purchase price for all of the Private Placement Shares
purchased under such Subscription Agreement, Seller will forward the Commission
earned for such subscription to Placement Agent.
11. INDEMNIFICATION BY SELLER
The Seller agrees to indemnify and hold harmless the Placement Agent
(for purposes of this Section 11 "Placement Agent" shall include the officers,
directors, partners, employees, agents and counsel of the Placement Agent, and
each person, if any, who controls the Placement Agent ("controlling person")
within the meaning of Section 15 of the Act or Section 20(a) of the Securities
Exchange Act of 1934 (the "Exchange Act"), from and against any and all losses,
claims, damages, expenses or liabilities, joint or several (and actions,
proceedings, investigations, inquiries and suits in respect thereof), whatsoever
(including but not limited to any and all costs and expenses whatsoever
reasonably incurred in investigating, preparing or defending against such
action, proceeding, investigation, inquiry or suit, commenced or threatened, or
any claim whatsoever), as such are incurred, to which the Placement Agent or
such controlling person may become subject under the Act, the Exchange Act or
any other statute or at common law or otherwise or under the laws of foreign
countries, arising out of or based upon (A) any untrue statement or alleged
untrue statement of a material fact contained (i) in the Private Placement
Memorandum or any communication by Seller to Potential Investors or Actual
Investors or any communication by Placement Agent to any Potential Investor or
Actual Investor based on information provided by Seller; or (ii) in any
application or other document or written communication (in this Section 11
collectively called "application") executed by the Seller or based upon written
information furnished by the Seller filed, delivered or used in any jurisdiction
in order to qualify the Private Placement Shares under the securities laws
thereof or filed with the Securities and Exchange Commission, any state
securities commission or agency, Nasdaq or any other securities exchange, (B)
the omission or alleged omission therefrom of a material fact required to be
stated therein or necessary to make the statements therein not misleading or (C)
any breach of any representation, warranty, covenant or agreement of the Seller
contained herein.
The indemnity agreement in this subsection (a) shall be in addition to
any liability which the Seller may have at common law or otherwise.
Promptly after receipt by Placement Agent under this Section 11 of
notice of the commencement of any action, suit or proceeding, Placement Agent
shall notify Seller in writing of the commencement thereof (but the failure so
to notify shall not relieve Seller from any liability which it may have under
this Section 11 except to the extent that it has been prejudiced in any material
respect by such failure or from any liability which it may have otherwise). In
case any such action, investigation, inquiry, suit or proceeding is brought
against Placement Agent, and it notifies Seller of the commencement thereof,
Seller will be entitled to participate therein, and to the extent it may elect
by written notice delivered to the Placement Agent promptly after receiving the
aforesaid notice from the Placement Agent, to assume the defense thereof with
counsel reasonably satisfactory to the Placement Agent. Notwithstanding the
foregoing, the Placement Agent shall have the right to employ its own counsel in
any such case but the fees and expenses of such counsel shall be at the expense
of the Placement Agent unless (i) the employment of such counsel shall have been
authorized in writing by the Seller in connection with the defense of such
action at the expense of the Seller, (ii) the Seller shall not have employed
counsel reasonably satisfactory to the Placement Agent to have charge of the
defense of such action within a reasonable time after notice of commencement of
the action, or (iii) the Placement Agent shall have reasonably concluded that
there may be defenses available to it which are different from or additional to
those available to Seller (in which case the Seller shall not have the right to
direct the defense of such action, investigation, inquiry, suit or proceeding on
behalf of the Placement Agent), in any of which events such fees and expenses of
one additional counsel shall be borne by the Seller. Anything in this Section 11
to the contrary notwithstanding, Seller shall not be liable for any settlement
of any claim or action effected without its written consent; provided, however,
that such consent was not unreasonably withheld. Seller will not, without the
prior written consent of the Placement Agent, settle, compromise or consent to
the entry of any judgment with respect to any pending or threatened claim,
action, investigation, inquiry, suit or proceeding in respect of which
indemnification or contribution may be sought hereunder (whether or not the
Placement Agent is the actual or potential party to such claim or action),
unless such settlement, compromise or consent (i) includes an unconditional
release of the Placement Agent from all liability arising out of such claim,
action, suit or proceeding and (ii) does not include a statement as to or an
admission of fault, culpability or a failure to act by or on behalf of the
Placement Agent.
12. INDEMNIFICATION BY PLACEMENT AGENT
The Placement Agent agrees to indemnify and hold harmless the Seller
(for purposes of this Section 12, "Seller" shall include the officers,
directors, partners, employees, agents and counsel of the Seller, and each
person, if any, who controls the Seller ("controlling person") within the
meaning of Section 15 of the Act or Section 20(a) of the Exchange Act, from and
against any and all losses, claims, damages, expenses or liabilities, joint or
several (and actions, proceedings, investigations, inquiries and suits in
respect thereof), whatsoever (including but not limited to any and all costs and
expenses whatsoever reasonably incurred in investigating, preparing or defending
against such action, proceeding, investigation, inquiry or suit, commenced or
threatened, or any claim whatsoever), as such are incurred, to which the
Placement Agent or such controlling person may become subject under the Act, the
Exchange Act or any other statute or at common law or otherwise or under the
laws of foreign countries, arising out of or based upon (A) the use or
distribution by the Placement Agent of any unauthorized sales literature,
advertisements, information, statements or representations; (B) any untrue
statement of a material fact contained in information furnished in writing by
the Placement Agent to the Seller and used in the Private Placement Memorandum
or any omission, or alleged omission, to state a material fact in connection
with information furnished in writing by the Placement Agent to the Seller and
necessary to make such information, in light of the circumstances under which it
was furnished, not misleading, or (C) a material breach of the Placement Agent's
obligations under of this Agreement.
Promptly after receipt by Seller under this Section 12 of notice of the
commencement of any action, suit or proceeding, Seller shall notify Placement
Agent in writing of the commencement thereof (but the failure so to notify shall
not relieve Placement Agent from any liability which it may have under this
Section 12 except to the extent that it has been prejudiced in any material
respect by such failure or from any liability which it may have otherwise). In
case any such action, investigation, inquiry, suit or proceeding is brought
against Seller, and it notifies Placement Agent of the commencement thereof,
Seller will be entitled to participate therein, and to the extent it may elect
by written notice delivered to the Seller promptly after receiving the aforesaid
notice from the Seller, to assume the defense thereof with counsel reasonably
satisfactory to the Seller. Notwithstanding the foregoing, the Seller shall have
the right to employ its own counsel in any such case but the fees and expenses
of such counsel shall be at the expense of the Seller unless (i) the employment
of such counsel shall have been authorized in writing by the Placement Agent in
connection with the defense of such action at the expense of the Placement
Agent, (ii) the Placement Agent shall not have employed counsel reasonably
satisfactory to the Seller to have charge of the defense of such action within a
reasonable time after notice of commencement of the action, or (iii) the Seller
shall have reasonably concluded that there may be defenses available to it which
are different from or additional to those available to Placement Agent (in which
case the Placement Agent shall not have the right to direct the defense of such
action, investigation, inquiry, suit or proceeding on behalf of the Seller), in
any of which events such fees and expenses of one additional counsel shall be
borne by the Placement Agent. Anything in this Section 12 to the contrary
notwithstanding, Placement Agent shall not be liable for any settlement of any
claim or action effected without its written consent; provided, however, that
such consent was not unreasonably withheld. Placement Agent will not, without
the prior written consent of the Seller, settle, compromise or consent to the
entry of any judgment with respect to any pending or threatened claim, action,
investigation, inquiry, suit or proceeding in respect of which indemnification
or contribution may be sought hereunder (whether or not the Seller is the actual
or potential party to such claim or action), unless such settlement, compromise
or consent (i) includes an unconditional release of the Seller from all
liability arising out of such claim, action, suit or proceeding and (ii) does
not include a statement as to or an admission of fault, culpability or a failure
to act by or on behalf of the Seller.
13. REIMBURSEMENT
In connection with the Placement Agent's activities hereunder, Seller
shall reimburse Placement Agent for all costs and expenses incurred by Placement
Agent, provided that the same are approved in writing by Seller.
14. MISCELLANEOUS PROVISIONS
Gender. Wherever the context shall require, all words herein in the
masculine gender shall be deemed to include the feminine or neuter gender, all
singular words shall include the plural, and all plural shall include the
singular.
Severability. If any provision hereof is deemed unenforceable by a
court of competent jurisdiction, the remainder of this Agreement, and the
application of such provision in other circumstances shall not be affected
thereby.
Further Cooperation. From and after the date of this Agreement, each of
the parties hereto agrees to execute whatever additional documentation or
instruments as are necessary to carry out the intent and purposes of this
Agreement or to comply with any law.
Waiver. No waiver of any provision of this Agreement shall be valid
unless in writing and signed by the waiving party. The failure of any party at
any time to insist upon strict performance of any condition, promise, agreement
or understanding set forth herein, shall not be construed as a waiver or
relinquishment of any other condition, promise, agreement or understanding set
forth herein or of the right to insist upon strict performance of such waived
condition, promise, agreement or understanding at any other time.
Expenses. Except as otherwise provided herein, each party hereto shall
bear all expenses incurred by each such party in connection with this Agreement
and in the consummation of the transactions contemplated hereby and in
preparation thereof.
Amendment. This Agreement may only be amended or modified at any time,
and from time to time, in writing, executed by the parties hereto.
Captions. Captions herein are for the convenience of the parties and
shall not affect the interpretation of this Agreement.
Counterpart Execution. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument, and may be executed by
fax.
Assignment. This Agreement is not assignable.
Entire Agreement. This Agreement and the exhibits attached hereto
constitute the entire agreement and understanding of the parties on the subject
matter hereof and supersede all prior agreements and understandings.
Construction. This Agreement shall be governed by the laws of the State
of Florida without reference to conflict of laws and the venue for any action,
claim or dispute in respect of this Agreement shall be such court of competent
jurisdiction as is located in Miami-Dade County, Florida. The parties agree and
acknowledge that each has reviewed this Agreement and the normal rule of
construction that agreements are to be construed against the drafting party
shall not apply in respect of this Agreement given the parties have mutually
negotiated and drafted this Agreement.
Cooperation. The parties hereto agree to cooperate with one another in
respect of this Agreement, including reviewing and executing any document
necessary for the performance of this Agreement, to comply with law or as
reasonably requested by any party hereto, or legal counsel to any party hereto.
Notices. All notices and other communications hereunder shall be in
writing and shall be deemed to have been duly given when delivered in person, by
telecopy or by overnight courier service to the respective parties as follows:
if to Seller, to:
Symphony Telecom International, Inc.
--------------------------
--------------------------
Attention: President
Facsimile: 888-479-6746
with a copy to:
--------------------------
---------------------
Looking STRONG
Building a Nice Base @ $3, so NEWS can move us UP! k4s
Looking good today. A little news and we should be all set for the next step up in price.
Bought More
Put in a Market Order for 2000 when it was 2.9375 x 2.9688, and they filled me @ 2.9599!
And Good Morning to you K4S.
Wish you a good week.
Don
Good Morning!
Should be a Nice Week for owning SYMY!
5kid, Concur with your thoughts. I was thinking the same over the weekend. We should hit $4 and hopefully stabilize at that level. Symphony's management should keep fanning the flames of interest with additional PRs. I hope they can do this. This company has too much potential to let long periods of time pass without PRs every now and then. The bashers will come but that only justifies (in my mind) Symphony's credibility and value. We have been through worst, there is nothing that error or one of his clowns can say to change the minds of investors in this stock who have done their DD. I suggest we keep posting all of our DD this week and next. We are at a critical point in time that will require every LONG on the board to chip in some time to address any issue and questions that may arise. I am asking those of you who are in LURK mode to please come out every now and then and support this stock of yours. This is an all hands situation that will require all of us to be present in support of Symphony.
Here’s to a great week ahead!
TM
Don,
The MMs do balance the books but that is just accounting. Everyone thinks price is driven down at EOM but that necessarily does not have to occur. From my understanding the stock generally trades in a range at the EOM or beginning of next month. I think that if news comes out prior to Wednesday the MMs will have a serious time holding it down. NITE is the key. It appears that they are short and the other MMs have been going over them on B/A last week. If this pattern continues I would not expect much if any price decline this week. If no news comes out I think we will be walked back down to 2.25 range. Just opinion. The MMs care about one thing-VOLUME baby! Later
Chuck
Followers
|
8
|
Posters
|
|
Posts (Today)
|
0
|
Posts (Total)
|
122
|
Created
|
08/24/00
|
Type
|
Free
|
Moderators |
Volume | |
Day Range: | |
Bid Price | |
Ask Price | |
Last Trade Time: |