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HPRD: SEC Suspension:
http://www.sec.gov/litigation/suspensions/2012/34-68410.pdf
ORDER:
http://www.sec.gov/litigation/suspensions/2012/34-68410-o.pdf
Admin Proceeding:
http://www.sec.gov/litigation/admin/2012/34-68409.pdf
Anything going on with this stock..... Looks like it had good volume in the .0012 range, next is the .003 range....
HPRD. [69 bars]
Time, Date, Open, High, Low, Close, Volume
00:00:00, 05/23/2011, 0.002000, 0.002000, 0.002000, 0.002000, 1000
00:00:00, 05/25/2011, 0.002000, 0.002000, 0.002000, 0.002000, 6000
00:00:00, 06/07/2011, 0.002000, 0.002000, 0.002000, 0.002000, 500
00:00:00, 06/14/2011, 0.002000, 0.002000, 0.002000, 0.002000, 5000
00:00:00, 06/16/2011, 0.002000, 0.002000, 0.002000, 0.002000, 16600
00:00:00, 06/20/2011, 0.002000, 0.002000, 0.002000, 0.002000, 450
00:00:00, 06/22/2011, 0.002000, 0.002000, 0.001600, 0.001600, 98625
00:00:00, 06/24/2011, 0.001600, 0.001600, 0.001600, 0.001600, 121825
00:00:00, 06/27/2011, 0.002000, 0.002000, 0.002000, 0.002000, 1000
00:00:00, 06/28/2011, 0.002000, 0.002000, 0.002000, 0.002000, 20000
00:00:00, 06/29/2011, 0.002000, 0.002000, 0.002000, 0.002000, 1000
00:00:00, 07/11/2011, 0.002000, 0.002000, 0.002000, 0.002000, 500
00:00:00, 07/27/2011, 0.002000, 0.002000, 0.002000, 0.002000, 350
00:00:00, 08/05/2011, 0.002000, 0.002000, 0.001700, 0.001700, 105100
00:00:00, 08/08/2011, 0.001600, 0.001600, 0.001600, 0.001600, 40000
00:00:00, 08/09/2011, 0.001600, 0.001600, 0.001600, 0.001600, 1000
00:00:00, 08/24/2011, 0.001600, 0.001600, 0.001600, 0.001600, 1000
00:00:00, 08/26/2011, 0.001600, 0.001600, 0.001600, 0.001600, 500
00:00:00, 09/12/2011, 0.001600, 0.001600, 0.001600, 0.001600, 1000
00:00:00, 09/13/2011, 0.001600, 0.001600, 0.001600, 0.001600, 1500
00:00:00, 09/19/2011, 0.001600, 0.001600, 0.001600, 0.001600, 200
00:00:00, 09/27/2011, 0.001500, 0.001500, 0.001500, 0.001500, 65900
00:00:00, 10/03/2011, 0.001500, 0.001500, 0.001500, 0.001500, 5000
00:00:00, 10/17/2011, 0.001500, 0.001500, 0.001500, 0.001500, 500
00:00:00, 10/27/2011, 0.001500, 0.001500, 0.001500, 0.001500, 1000
00:00:00, 10/28/2011, 0.001500, 0.001500, 0.001500, 0.001500, 1000
00:00:00, 10/31/2011, 0.001500, 0.001500, 0.001500, 0.001500, 2000
00:00:00, 11/04/2011, 0.001500, 0.001500, 0.001500, 0.001500, 1000
00:00:00, 11/09/2011, 0.001500, 0.001500, 0.001500, 0.001500, 2500
00:00:00, 11/11/2011, 0.001500, 0.001500, 0.000600, 0.000600, 18700
00:00:00, 11/16/2011, 0.000600, 0.000600, 0.000600, 0.000600, 8600
00:00:00, 11/17/2011, 0.000600, 0.000600, 0.000600, 0.000600, 1000
00:00:00, 11/18/2011, 0.000600, 0.000600, 0.000600, 0.000600, 8600
00:00:00, 11/21/2011, 0.000600, 0.000600, 0.000600, 0.000600, 20000
00:00:00, 11/29/2011, 0.000600, 0.000600, 0.000200, 0.000200, 387970
00:00:00, 12/05/2011, 0.000300, 0.000300, 0.000300, 0.000300, 125
00:00:00, 12/06/2011, 0.000300, 0.000500, 0.000300, 0.000500, 280485
00:00:00, 12/07/2011, 0.000500, 0.000500, 0.000300, 0.000300, 20000
00:00:00, 12/14/2011, 0.000300, 0.000300, 0.000300, 0.000300, 500
00:00:00, 12/19/2011, 0.000300, 0.000300, 0.000300, 0.000300, 8850
00:00:00, 12/21/2011, 0.000300, 0.000300, 0.000300, 0.000300, 1000
00:00:00, 12/23/2011, 0.000300, 0.000300, 0.000300, 0.000300, 183985
00:00:00, 12/27/2011, 0.000300, 0.000300, 0.000300, 0.000300, 149388
00:00:00, 12/28/2011, 0.000300, 0.000300, 0.000300, 0.000300, 1000
00:00:00, 12/29/2011, 0.000300, 0.000300, 0.000300, 0.000300, 1200
00:00:00, 12/30/2011, 0.000300, 0.000300, 0.000300, 0.000300, 50111
00:00:00, 01/10/2012, 0.000300, 0.000300, 0.000300, 0.000300, 2000
00:00:00, 01/11/2012, 0.000300, 0.000300, 0.000300, 0.000300, 200
00:00:00, 01/20/2012, 0.000300, 0.000300, 0.000300, 0.000300, 300
00:00:00, 01/27/2012, 0.000300, 0.000300, 0.000300, 0.000300, 400
00:00:00, 02/09/2012, 0.000200, 0.000200, 0.000200, 0.000200, 500
00:00:00, 02/10/2012, 0.001000, 0.001000, 0.001000, 0.001000, 132025
00:00:00, 02/21/2012, 0.000300, 0.000500, 0.000300, 0.000500, 188385
00:00:00, 02/23/2012, 0.000500, 0.000500, 0.000500, 0.000500, 5000
00:00:00, 03/09/2012, 0.000600, 0.000600, 0.000600, 0.000600, 1000
00:00:00, 03/12/2012, 0.000600, 0.000600, 0.000600, 0.000600, 1000
00:00:00, 03/14/2012, 0.000600, 0.000600, 0.000600, 0.000600, 72293
00:00:00, 03/22/2012, 0.000600, 0.000600, 0.000600, 0.000600, 120
00:00:00, 03/29/2012, 0.000600, 0.000600, 0.000600, 0.000600, 4000
00:00:00, 03/30/2012, 0.001000, 0.001000, 0.000600, 0.000600, 40000
00:00:00, 04/03/2012, 0.000600, 0.000600, 0.000600, 0.000600, 100
00:00:00, 04/10/2012, 0.000600, 0.000600, 0.000600, 0.000600, 1200
00:00:00, 04/16/2012, 0.000600, 0.001000, 0.000600, 0.000600, 103000
00:00:00, 05/02/2012, 0.000600, 0.000600, 0.000600, 0.000600, 178
00:00:00, 05/03/2012, 0.000600, 0.000600, 0.000600, 0.000600, 162
00:00:00, 05/04/2012, 0.000600, 0.000600, 0.000600, 0.000600, 24000
00:00:00, 05/09/2012, 0.001000, 0.001200, 0.001000, 0.001200, 432260
00:00:00, 05/14/2012, 0.001200, 0.001200, 0.001200, 0.001200, 20000
12:00:34, 05/15/2012, 0.001200, 0.001200, 0.001200, 0.001200, 0
HPRD 8k 363 Sale of assets
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 205 49
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FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Earliest Event Reported
September 21, 2010
Healthcare Providers Direct, Inc.
(Exact name of registrant as specified in its charter)
Nevada
(State or other jurisdiction of incorporation of organization)
000-51561
20-1063591
(Commission File Number)
(IRS Employer Identification Number)
376 96 th Street
Stone Harbor, New Jersey
08247
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including area code (609) 919-1932
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 1.03. Bankruptcy or Receivership
On September 21, 2010, the United States Bankruptcy Court (the “Bankruptcy Court”) for the District of New Jersey entered an order (the “Order”) in the bankruptcy proceeding for Healthcare Providers Direct, Inc. (“Healthcare Providers Direct”). Pursuant to the Order, the Bankruptcy Court (a) authorized the sale of Healthcare Providers Direct’s assets free and clear of all liens, claims, encumbrances and interests pursuant to 11 U.S.C. §363(b) and (f); (b) authorized the assumption and assignment of a certain executory contract; and (c) granted certain other relief to Healthcare Providers Direct.
On July 9, Healthcare Providers Direct filed a voluntary bankruptcy petition for relief under Chapter 11 of the United States Bankruptcy Code. The case is titled Healthcare Providers Direct, Inc., Chapter 11 proceeding Case No. 10-31077.
A copy of the Order is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
The following exhibit is filed herewith:
99.1 Order, entered September 21, 2010 by the United States Bankruptcy Court District of New Jersey.
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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.
HEALTHCARE PROVIDERS DIRECT INC.
Registrant
Date: September 22, 2010
By:
/s/ Norman Proulx
Norman Proulx
President and Chief Executive Officer
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EXHIBIT INDEX
99.1 Order, entered September 21, 2010 by the United States Bankruptcy Court District of New Jersey.
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Exhibit 99.1
UNITED STATES BANKRUPTCY
COURT DISTRICT OF NEW JERSEY
Caption in Compliance with D.N.J. LBR 9004-2(c)
Jeffrey Kurtzman, Esquire (JK-7689)
KLEHR | HARRISON | HARVEY |
BRANZBURG LLP
457 Haddonfield Road, Suite 510
Cherry Hill, NJ 08002
Telephone: (856) 486-7900
Facsimile: (856) 486-4875
Proposed Attorneys for Healthcare Providers
Direct, Inc., a Delaware corporation, and
Healthcare Providers Direct, Inc., a Nevada
corporation
In re:
HEALTHCARE PROVIDERS DIRECT,
INC., a Delaware corporation, and
HEALTHCARE PROVIDERS DIRECT,
INC., a Nevada corporation ,
Debtors-in-Possession.
CASE NO. 10-31072 (GMB)
Chapter 11
(Jointly Administered)
ORDER (A) AUTHORIZING THE SALE OF DEBTORS’ ASSETS FREE AND
CLEAR OF ALL LIENS, CLAIMS, ENCUMBRANCES AND INTERESTS
PURSUANT TO 11 U.S.C. § 363(b) AND (f); (B) AUTHORIZING THE
ASSUMPTION AND ASSIGNMENT OF A CERTAIN EXEXCUTORY
CONTRACT; AND (C) GRANTING RELATED RELIEF
The relief set forth on the following pages numbers two (2) through twelve (12), is hereby ORDERED.
DATED: 9/21/2010
/s/ Gloria M Burns
Honorable Gloria M Burns
United States Bankruptcy Court Judge
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Debtors:
HEALTHCARE PROVIDERS DIRECT, INC., a Delaware corporation and
HEALTHCARE PROVIDERS DIRECT, INC., a Nevada corporation
Case No.
10-31072 (GMB)
Caption of Order:
ORDER (A) AUTHORIZING THE SALE OF DEBTORS’ ASSETS FREE AND CLEAR OF ALL LIENS, CLAIMS, ENCUMBRANCES AND INTERESTS PURSUANT TO 11 U.S.C. § 363(b) AND (f); (B) AUTHORIZING THE ASSUMPTION AND ASSIGNMENT OF A CERTAIN EXEXCUTORY CONTRACT; AND (C) GRANTING RELATED RELIEF
Upon consideration of the motion (the “Sale Motion”) of Healthcare Providers Direct, Inc., a Delaware corporation and Healthcare Providers Direct, Inc., a Nevada corporation (collectively, the “Debtors”), as debtors and debtors-in-possession in the above-captioned Chapter 11 cases, for the entry of an order pursuant to §§ 363 and 365 of Title 11 of the United States Code (the “Bankruptcy Code”) and Rules 2002, 6004, 6006 and 9014 of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”) (i) authorizing the Debtors to sell substantially all of their assets free and clear of any and all liens, claims, encumbrances and/or interests (collectively, the “Encumbrances”) to Douglas Smith, his nominee or assignee (the “Purchaser”) pursuant to § 363(f) of the Bankruptcy Code, (ii) authorizing the Debtors to assume and assign a certain executory contract to the Purchaser; and (iii) granting related relief, and the Court having entered an Order dated August 17, 2010 (the “Bidding Procedures Order”) [Docket No. 45] authorizing the Debtors to conduct, and approving the terms and conditions of, an auction and bidding procedures in connection with the submission and consideration of higher or otherwise better offers for the Debtor’s assets; and the Court having established a deadline of September 13, 2010 at 10:00 a.m. for the submission of higher or otherwise better offers with respect to the Debtors’ assets; and the Debtors having determined that no qualified bid was received in accordance with the Bidding Procedures Order; and the Debtors having determined that the Purchaser’s offer constitutes the highest and best offer for the Debtors’ assets; and upon the record of the hearing held on September 20, 2010 to consider the Sale Motion (the “Sale Hearing”) and all other pleadings and proceedings in this case; and it appearing that the relief requested in the Sale Motion is in the best
Approved by Judge Gloria M. Burns September 21, 2010
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interests of the Debtors, their estates, their creditors and all other parties in interest; and after due deliberation and sufficient cause appearing therefor,
IT IS HEREBY FOUND, DETERMINED AND ORDERED THAT:
A. The findings and conclusions set forth herein constitute the Court’s findings of fact and conclusions of law pursuant to Bankruptcy Rule 7052, made applicable to this proceeding pursuant to Bankruptcy Rule 9014. To the extent any of the following findings of fact constitute conclusions of law, they are adopted as such. To the extent any of the following conclusions of law constitute findings of fact, they are adopted as such.
B. The Court has jurisdiction over this matter and over the property of the Debtors, including the assets to be sold, transferred on conveyed to the Purchaser, pursuant to 28 U.S.C. §§ 157 and 1334. This matter is a core proceeding pursuant to 28 U.S.C. § 157(b)(2). Venue of the Debtors’ Chapter 11 cases and the Sale Hearing in this district is proper pursuant to 28 U.S.C. §§ 1408 and 1409.
C. The statutory predicates for the relief sough in the Sale Motion and the basis for the approvals and authorizations granted herein are (i) §§ 363 and 365 of the Bankruptcy Code, and (ii) Bankruptcy Rules 2002, 6004, 6006 and 9014.
D. This Order constitutes a final order within the meaning of 28 U.S.C. § 158(a). To any extent necessary under Bankruptcy Rule 9014 and Rule 54(b) of the Federal Rules of Civil Procedure, as made applicable by Bankruptcy Rule 7054, the Court expressly finds that there is no
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just reason for delay in the implementation of this Order, and expressly directs entry of judgment as set forth herein.
E. As evidenced by the affidavits of service filed with the Court, proper, timely, adequate, and sufficient notice of the Sale Motion, the Bidding Procedures Order, and the Sale Hearing have been provided in accordance with §§ 102(1), 363 and 365 of the Bankruptcy Code, Bankruptcy Rules 2002, 6004, 6006, 9007, 9008 and 9014, the local rules of this Court and in compliance with the Bidding Procedures Order.
F. A reasonable opportunity to object or be heard regarding the requested relief has been afforded to all interested persons and creditors.
G. The Debtors have demonstrated a sufficient basis and the existence of exigent circumstances to sell their assets and to assume and assign the Assumed Agreement (as hereinafter defined) under §§ 363 and 365 of the Bankruptcy Code, and such actions are appropriate exercises of the Debtors’ business judgment and in the best interests of the Debtors, their estates and their creditors.
H. The bidding procedures set forth in the Bidding Procedures Order were, as implemented by the Debtors, non-collusive and substantively and procedurally fair to all parties.
I. The Debtors and their professionals have complied in good faith and in all material respects with the Bidding Procedures Order. As demonstrated by the testimony and other evidence proffered and adduced at the Sale Hearing, through marketing efforts and a competitive sale process conducted in accordance with the Bidding Procedures Order, the Debtors (i) afforded interested
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potential bidders a full, fair and reasonable opportunity to qualify as qualified bidders and submit their highest or otherwise best offer to purchase all of the Debtors’ assets, and (ii) provided potential bidders, upon request, with sufficient information to enable them to make an informed judgment on whether to bid on the Debtors’ assets.
J. The Purchaser is not an “insider” or “affiliate” of the Debtors, as those terms are defined in the Bankruptcy Code. The Purchaser is a buyer in good faith, as that term is used in the Bankruptcy Code and the decisions thereunder, and is entitled to the protections of §§ 363(m) and (n) of the Bankruptcy Code with respect to all of the assets to be sold or transferred by the Debtors. The Purchaser is acquiring the assets in good faith, based upon arms-length bargaining, and without collusion or fraud of any kind. Neither the Debtors nor the Purchaser has engaged in any conduct that would prevent the application of § 363(m) of the Bankruptcy Code or cause the application of or implicate § 363(n) of the Bankruptcy Code to the consummation of the sale transaction and the transfer of the Debtors’ assets to the Purchaser. The Purchaser is entitled to all the protections and immunities of § 363(m) of the Bankruptcy Code.
K. The Debtors have full corporate power and authority to sell their assets and to deliver all documents in connection therewith, and the sale of the Debtors’ assets has been duly and validly authorized by all necessary corporate authority by the Debtors. No consents or approvals, are required by the Debtors to consummate such transactions.
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L. The Debtors have advanced sound business reasons for seeking to assume, sell and assign the Debtors’ assets, as more fully set forth in the Sale Motion and as demonstrated at the Sale Hearing, and it is a reasonable exercise of the Debtors’ business judgment to sell such assets.
M. The assets to be conveyed to the Purchaser are property of the Debtors’ estates, and title thereto is vested in the Debtors’ estates.
N. The assets shall be sold fee and clear of all Encumbrances, with such Encumbrances to attach to the proceeds of the sale, if any, to be in the same priority and subject to the same defenses and avoidability, if any, as before the consummation of the sale transaction.
O. The transfer of the Debtors’ assets to the Purchaser will be a legal, valid and effective transfer of such assets, and shall vest the Purchaser with all right, title and interest of the Debtors in and to such assets fee and clear of any and all Encumbrances. The Purchaser shall not assume or become liable for any Encumbrances relating to the Debtors’ assets, including as a successor or otherwise.
P. The transfer of the Debtors’ assets to the Purchaser free and clear of all Encumbrances will not result in any undue burden or prejudice to any holders of any Encumbrances because such Encumbrances shall attach to the net proceeds of the sale of the Debtors’ assets in the order of their priority, with the same validity, force and effect that they now have as against such assets and subject to any claims and defenses the Debtors or other parties may have or assert with respect thereto. All persons having Encumbrances of any kind or nature whatsoever against or in any of the Debtors’ assets shall be forever barred, estopped and permanently enjoined from
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pursuing or asserting such Encumbrances against the Purchaser, any of its assets, property, successors or assigns, including the assets to be conveyed to the Purchaser hereunder.
Q. The Debtors may sell their assets free and clear of all Encumbrances of any kind or nature whatsoever because, in each case, one or more of the standards set forth in § 363(f) of the Bankruptcy Code has been satisfied. Those (i) holders of Encumbrances and (ii) non-debtor parties who did not object, or who withdrew their objections, to the sale of the assets and/or the Sale Motion are deemed to have consented pursuant to § 363(f)(2) of the Bankruptcy Code. Those holders of Encumbrances who did object fall within one or more of the other subsections of § 363(f) of the Bankruptcy Code and are adequately protected by having their Encumbrances, if any, attach to the proceeds of the sale of the assets ultimately attributable to the property against or in which they hold or claim any Encumbrances.
R. The Debtors and the Purchaser have, to the extent necessary, satisfied the requirements of § 365 of the Bankruptcy Code, including §§ 365(b)(1)(A), (B) and 365(f) of the Bankruptcy Code, in connection with the assumption and assignment of the exclusive distribution agreement between the Debtor and Veda Labs (the “Assumed Agreement”).
S. The Purchaser will be acting in good faith, pursuant to § 363(m) of the Bankruptcy Code, in closing the transactions contemplated hereby at any time on or after the entry of this Order, and cause has been shown as to why this Order should not be subject to the stay provided by Bankruptcy Rule 6004(g) and 6006(d).
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T. The transactions contemplated do not amount to a consolidation, merger or de facto merger of the Purchaser and the Debtors and/or the Debtors’ estates, there is no substantial continuity between the Purchaser and the Debtors, there is no continuity of enterprise between the Debtors and the Purchaser, the Purchaser is not a mere continuation of the Debtors or their estates, there is no common identity of incorporators, directors or stockholders between the Debtors and the Purchaser, the Purchaser is not holding itself out to the public as a continuation of the Debtors, and the Purchaser does not constitute a successor to the Debtors or their estates.
U. The total consideration provided by the Purchaser for the Debtors’ assets is the highest and best offer received by the Debtors.
V. The Purchaser shall have no obligations with respect to any liabilities of the Debtors other than those liabilities specifically assumed in writing signed by the Purchaser.
W. For purposes of § 363(b)(1) of the Bankruptcy Code, the Debtors have not, in connection with offering a product or service, disclosed to any individual a policy prohibiting the transfer of “personally identifiable information” (as defined in § 101(41A) of the Bankruptcy Code) about individuals to persons that are not affiliated with the Debtors.
NOW, THEREFORE, BASED UPON ALL OF THE FOREGOING, IT IS HEREBY ORDERED, ADJUDGED AND DECREED THAT:
1. Pursuant to §§ 363 and 365 of the Bankruptcy Code, and based on the foregoing findings of fact, the relief requested in the Sale Motion (other than that already granted in the
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Bidding Procedures Order) is granted and approved in its entirety, subject to the terms and conditions contained herein.
2. All objections, responses, and requests for continuance concerning the Sale Motion are resolved in accordance with the terms of this Order and as set forth in the record of the Sale Hearing. To the extent any such objections, responses or requests for continuance have not otherwise been withdrawn, waived, or settled, such objections and all reservations of rights contained therein are overruled and denied.
3. Notice of the Sale Hearing and the Sale Motion and all applicable objection deadlines was fair and equitable under the circumstances and complied in all respects with § 102(1) of the Bankruptcy Code and Bankruptcy Rules 2002, 6004 and 6006.
4. The sale of the Debtors’ assets and the transactions contemplated herein are authorized and approved in all respects.
5. The sale of the Debtors’ assets and the consideration provided by the Purchaser is fair and reasonable and shall be deemed for all purposes to constitute a transfer for reasonably equivalent value and fair consideration under the Bankruptcy Code and any other applicable law.
6. The Purchaser is hereby granted and is entitled to all of the protections provided to a good faith purchaser under § 363(m) of the Bankruptcy Code.
7. The Debtors will be, and hereby are, authorized and directed, to assume, perform under, consummate and implement the terms of this Order, together with any and all additional instruments and documents that may be reasonably necessary or desirable to implement and
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effectuate the terms, this Order and sale of the Debtors’ assets contemplated thereby, including, without limitation, deeds, assignments, and other instruments of transfer, and to take all further actions as may reasonably be requested by the Purchaser or its assignee for the purpose of assigning, transferring, granting, conveying and conferring to the Purchaser, or reducing to possession any or all of the Debtors’ assets, as may be necessary or appropriate to the performance of the Debtors’ obligations, without any further corporate action or orders of this Court.
8. Effective as of the closing, (a) the sale of the Debtors’ assets to the Purchaser or his assignee shall constitute a legal, valid and effective transfer of such assets, notwithstanding any requirement for approval or consent by any person and shall vest the Purchaser with all right, title and interest of the Debtors in and to such assets, free and clear of all Encumbrances of any kind pursuant to § 363(f) of the Bankruptcy Code.
9. Upon the closing, the Debtors shall be, and hereby are, authorized, empowered and directed, pursuant to §§ 105 and 363(b) of the Bankruptcy Code, to sell their assets to the Purchaser or his assignee. The sale of the assets shall vest the Purchaser or his assignee with all right, title and interest of the Debtors to such assets free and clear of any and all Encumbrances and other liabilities and claims, whether secured or unsecured, choate or inchoate, filed or unfiled, scheduled or unscheduled, noticed or unnoticed, recorded or unrecorded, contingent or non-contingent, liquidated or unliquidated, matured or unmatured, disputed or undisputed, or known or unknown, whether arising before or subsequent to the commencement of the Debtors’ bankruptcy cases, whether imposed by agreement, understanding, law, equity or otherwise, with all such Encumbrances to attach only to the proceeds of the sale, if any, with the same priority, validity,
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force, and effect, if any, as they how have in or against such assets, subject to all claims and defenses the Debtors may possess with respect thereto. Following the closing, no holder of an Encumbrance in the Debtors’ assets shall interfere with the Purchaser’s or his assignee use and enjoyment of such assets based on or related to such Encumbrances, or any actions that the Debtors may take in its Chapter 11 cases, and no person shall take any action to prevent, interfere with or otherwise enjoin consummation of the transactions contemplated in this Order.
10. The Assumed Agreement is hereby assumed by the Debtors and assigned to the Purchaser or his assignee pursuant to § 365(a), (b) and (f) of the Bankruptcy Code.
11. To the extent permitted by applicable law, neither the Purchaser, not or his assignee, if any, is not assuming, nor shall he or any of his affiliates be in any way liable or responsible, as a successor or otherwise, (a) for any liabilities, debts, or obligations of the Debtors in any way whatsoever relating to or arising from the Debtors’ ownership or use of its assets or agreements before the consummation of the transactions by this Order or (b) any liabilities attributable to the Debtors or their operation of such assets, or (c) relating to continuing or other conditions existing on or before consummation of the transactions contemplated by this Order, which liabilities, debts, and obligations are hereby extinguished insofar as they may give rise to liability, successor or otherwise, against the Purchaser and his assignee, if any.
12. The Purchaser and his assignee, if any, is not a “successor” to the Debtors or their estates by reason of any theory of law or equity, and the Purchaser and his assignee, if any, shall not assume, nor be deemed to assume, or in any way be responsible for any liability or obligation of any
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of the Debtors and/or their estates, including, but not limited to, any bulk sale law, successor liability or similar theory except as otherwise expressly provided herein.
13. Notwithstanding Bankruptcy Rules 6004, 6006 and 7062, this Order shall be effective and enforceable immediately upon entry and its provisions shall be self-executing. In the absence of any person or entity obtaining a stay pending appeal, the Debtors and the Purchaser are free to close at any time. In the absence of any person or entity obtaining a stay pending appeal, if the Debtors and the Purchaser close hereunder, the Purchaser and any assignee of the Purchaser shall be deemed to be acting in “good faith” and shall be entitled to the protections of § 363(m) of the Bankruptcy Code as to all aspects of the transactions contemplated herein if this Order or any authorization contained herein is reversed or modified on appeal, and the 14-day stay provided in Bankruptcy Rule 6004(h) is hereby waived.
14. This Court shall retain exclusive jurisdiction to enforce the terms and provisions of this Order and the Bidding Procedures Order, in all respects and to decide any disputes concerning this Order, or the rights and duties of the parties hereunder or thereunder or any issues relating to this Order.
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http://app.quotemedia.com/quotetools/popups/story.jsp
released today at 11:43am
Have bids for 16 cents on down for today. Please sell your shares to me.
probably shorting, which is what i would have done when it was 2.50, but i dont know how to do it.
It has dropped even more today!!! Anyone have any idea what's going on with this?
Why is this thing tanking? because its a POS?
Monday did not buy today. My bids below 40 cents did not fill. Chart looks bad now.
Sold everything from yesterday and made over $1000. Try to reload under 45 again.
What info.? What is the support of this? Any feedback would be greatly appreciated.
Thanks.
Well, it's hard to know who is selling but the fact that HPRD just sold a bunch of shares at $0.25 to an accredited investor, accompanied by a paid mailer pump, suggests that that accredited investor may be selling at a handsome profit.
So why does this stock's pps appear to be tanking?
On August 3, 2007, to obtain funding for working capital, the Company entered into a subscription agreement (the “Agreement”) with MicroCapital LLC (the “Investor”) for the sale of $750,000 9% Senior Secured Convertible Debentures (the “Debentures”). The Debentures bear interest at 9% and mature thirty-six months from the date of issuance. The Debentures will be convertible at the option of the holder at any time into shares of common stock, at an initial conversion price equal to $0.25 (“Initial Conversion Price”). In connection with the Agreement, each Investor received a warrant to purchase such number of shares of common stock equal to their subscription amount divided by the Initial Conversion Price (“Warrants”). Each Warrant is exercisable for a period of five years from the date of issuance at an initial exercise price of $0.50.
July 31 Financing
On July 31, 2007, to obtain funding for working capital, Healthcare Providers Direct, Inc. (the “Company”) entered into a subscription agreement (the “Agreement”) with accredited investors (the “Investor”) for the sale of $500,000 9% Senior Secured Convertible Debentures (the “Debentures”). The Debentures bear interest at 9% and mature thirty-six months from the date of issuance. The Debentures will be convertible at the option of the holder at any time into shares of common stock, at an initial conversion price equal to $0.25 (“Initial Conversion Price”). In connection with the Agreement, each Investor received a warrant to purchase such number of shares of common stock equal to their subscription amount divided by the Initial Conversion Price (“Warrants”). Each Warrant is exercisable for a period of five years from the date of issuance at an initial exercise price of $0.50.
Wow I must be getting popular with the mailers. Got this last week and got another one for SCEY. These things always tank after these mailers that I've seen.
Market capitalization of the stock at $1.50 is about $65 million.
Per the latest 10Q, total assets of the company are $940,000.
Revenues for the quarter: $138,000.
Stock is way over-valued unless they definitely have something really special. And if they do, then they don't have to be spending all that money on a mailer. Mailers are paid for by people who want to sell stock.
Details from the mailer I received:
Summer 2007
Intelligent Investor Report
(It is Paid Advertisement Mailing according to the fine print at the back.)
Special Profit-Alert Edition
Headline: "The company thar's changing how doctors care for patients could MAKE YOU RICH, FAST"
No doubt PROFIT for someone...
whoever is ALERT enough to guard their money carefully!
LOL... and as for getting rich FAST...
it is always possible to "catch lightning in a jar," too... just don't count on it!
JMO... look over NNSR (momo/trader appeal & possibly longer term) or ARAY (longer term investment appeal)
Received the same mailer...
PPS looks like it began moving UP 3 days PRIOR to the date all of us began receiving this promo!
Buying now, I'd expect to be the bag-holder when they all flee with their 0.60 to 1.40+ gains! Not much movement on it before that time and there was another unsuccessful mailing in March, looks like from other posts here before ours!
It might be a good company, but I'd bide my time for a pull back after the hype if all checked out! Many have a POP in price after such a mailing and usually fall back to where they started... or lower... when the hypsters bail!
I've seen so many of these FREE mailings over the years... followed by a lower buy in opportunity on the ones worth owning... a PRECIOUS few! YOU usually get what you PAY for... I PAY a couple of services THOUSANDS of dollars for good info that makes me money!
Meanwhile, if you are looking for a TA break out opportunity... check NNSR. It just began to move up and should have a nice run. I would recommend reading posts on the NNSR board and doing your own DD. I do own it.
JMO...
After reading further the fine print in the back says that neutrino investments paid $687,000 for marketing efforts and $2,500 to Investor Report.
I also recieved the glossy mailer today. It is an advertisment for HPRD put out by Jarret Wollstein "The analyst who gives investors the profitable jump on wall street" which is stated on the inside cover. The mailer is called the Intelligent Investor Report and this is the special profit-alert edition.It appears that they want you to subscribe to this report because of the subscription page in the back and the toll free number
1-800-297-8288.
Would anybody like to share what they know about HPRD? If the info in the mailer is verifiable then I think Healthcare Providers Direct may be worth getting in.
Intelligent Investor Report
836-b Southampton Road 229
CA
Could you please provide some more info on that glossy mailer, if you get a chance? Who is the publisher? Is the compensation listed in the tiny disclosure print? How much? who paid?
thanks
received 15 page high gloss mailer yesterday
Yeah, it's kind of misleading. But, then, aren't they all?
The hiv test is made by TRIB and the flu test by ZXTX.
These guys are just resellers to the medical profession. It appears they're trying to deflect the focus away from a mundane business model, to something a wee bit more glamorous.
It stated, "we're buying, you should too". Suuurrre you are.
I too received this brochure. The whole brochure would lead one to believe that HPRD is a biotech company. It will be interesting to see if this "promotion" moves the share price at all.
FYI...I just received a 16 page color brochure on this company from SuperStock Insights.
They were paid $2000 for doing it by GeoVision, a non-controlling shareholder, which in total, paid $1,650,000 (the going rate, it seems, for these pumps) for the whole campaign.
Good luck. Let the pump begin! ( :
I'm not that impressed by the financials revealed in the new 8-K. However, I did not do any fondamental analysis cuz I know nothing in the biomedical field. Any opinion on this?
2.60 - 2.70 has been tough. A breakout should come when the company releases info next week.
johnny we bust through that 2.70 we might see that $4 sooner. jmho
this is a 4 dollar stock next friday.
This thing wants to bust im counting 6 sells the rest are all buys. If the mm are selling paper there gonna have a problem next week. jmho
I'm sure the people on the board who have already posted know this. Just to let some new investors know HPRD is located in N.J and there buisness is supplying hospitals and doctors offices with various types of medical test kits. e.g HIV , flu and strept throat kits seems to be there main sellers.
This is going to rocket next week when they release the information.
johnny isnt nice to call 1 of these companies and someone answers the phone. HPRD is an up an running company.
I juat got off the phone with them, I spoke with a man in the accounting dept. (ext.129 for those who call) HPRD is a chance for people to get in on the ground floor of something good. I believe that they are in the right business at the right time.
I called the number on the web site you gave me, that is def the company that is rolling into this shell. They have been in buisness since 2005.We should here something via an 8-k next week about the merger. Sounds as if its a done deal. Now im hoping the new company has some good revenues
http://www.healthcareprovidersdirect.com/
the website explains the business in detail. I must say, I like what I see.
Guys im new to this board. Any info about the company u can share i appreciate thanks. What exactly do they do?? Phone number or web page. tia
NICE, I SEE QUIN on the bid, usually good to have them on board in my opinion
wow, the stock is looking good. Thanks for heads up!
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