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The worst part of that somebody brought in that the board approved and there is no vote. They could then say its the best we could do. With shares so cheap and no large outside interest taking a stake it would be hard to challenge. I don't think they turn down any offer..it's just not going to be near what some are hoping for. My point was to show those folks they will have zero say as common share holders at all. There are only 11 class B shareholders and thinknif any of those folks have ever put share holders interest in high regard. You think given the situation it will now?
TKC..read your post about somebody taking over buying shares. There is the problem of the B shares and I think these are held by 11 people
" Voting Rights
The voting powers, preferences and relative rights of the Class A common stock and the Class B common stock are identical in all respects, subject to the following provisions. Holders of Class A common stock have one vote per share on all matters submitted to a vote of the stockholders of Wave. Holders of Class B common stock have one vote per share on all matters submitted to a vote of the stockholders, except that holders of Class B common stock will have five votes per share on the following matters: (i) any election of directors where one or more directors has been nominated by any person or persons other than Wave’s board of directors or in the event of an “Election Contest” (as described in Rule 14a-11 promulgated under the Exchange Act) or other solicitation of proxies or consents by or on behalf of any person or persons other than Wave’s board of directors for the purpose of electing directors; and (ii) any vote on a merger, consolidation or reorganization of Wave or similar business combination or transaction, or any sale, lease, exchange or other disposition of all or substantially all of the assets of Wave to or with any other person, if the particular business combination or other transaction has not been recommended by Wave’s board of directors. In addition, holders of Class B common stock will have five votes per share on all matters submitted to a vote of the stockholders of Wave in the event that any person or group (within the meaning of Section 13(d)(3) of the Exchange Act) acquires beneficial ownership of 20% or more of the
13
outstanding voting securities of Wave (provided that this provision does not apply to any person who beneficially owns 3% or more of the outstanding voting securities at the time of the closing of our initial public offering or any group including any such person). No class of outstanding common stock alone is entitled to elect any directors. There is no cumulative voting with respect to the election of directors.
Under Wave’s Restated Certificate of Incorporation and the Delaware General Corporation Law, the holders of Class A common stock and Class B common stock are entitled to vote as separate classes with respect to any amendment to Wave’s Restated Certificate of Incorporation that would increase or decrease the aggregate number of authorized shares of any class, increase or decrease the par value of the shares of any class, or modify or change the powers, preferences or special rights of the shares of any class so as to affect such class adversely.
While it looks like there are only about 9,000 of those shares outstanding they are authorized 13,000,000 and I bet since these shares do not trade they probably don't need any shareholder approval to issue those shares. That would allow 65M voting shares since 1 B share is equal to 5 Class A shares.
The work around in the proxy says there is no established trading market for the B shares so I almost have to assume they could set any price they see fit.
I don't see any scenario in which the common shareholder has any leverage in determining the outcome that awaits.
Best case has the company somehow some way realizing a substantial sale. Worst case is anything else.
I just noticed a particular heinous passage and it looks like this could go down with no vote....
"or any sale, lease, exchange or other disposition of all or substantially all of the assets of Wave to or with any other person, if the particular business combination or other transaction has not been recommended by Wave’s board of directors."
If a group is recommended looks like no vote needed.
Shareholders are screwed.
There has been a consistency in the areas that have been of the greatest concern to some of us..in spite of where others led the discussion that has been undeniably correct. There chasm between what was DD'd and how that tainted what was germaine to the discussion is undeniable. The broad view provided cover to the ills in the backyard which have rendered that assumption untenable. The company is in the weakest position imaginable right now and it cannot be bailed out by the common share holder now.
I am going to be really curious over the next few weeks to see what the hell they are going to do for cash...They had unexpected to casual observers but probably not inside the company of severance pay. Sales are probably as poopy as ever and they cannot tap the shelf per the release from the company
"As detailed above, the funds available under the 2015 shelf registration statement will remain unavailable if Wave's aggregate market value of the common equity held by non-affiliates does not increase. Our ability to raise the necessary capital to fund operations is limited and has been made more difficult by our recent decline in market capitalization.
Our continued decline in market capitalization and the limited resources in place after the global restructuring will make it more difficult to complete sales and generate more revenue."
They are pretty much at the mercy of whomever wants to step forward at whatever terms they present. They have no bargaining power. Zero.
If I was a long in a position looking at the very real chance of drowning in losses....what really stinks is this and I think this really puts what the former genius and gang thought of the shareholders. Given the anger directed at Solms why was Sprague and co given a free passs on compensation for years when it far exceeded what others at startup type companies were making? Especially when I can recall that sort of verbiage being used at many different times. The history of this type of behavior and disregard for any sort of fiduciary responsibility set the table for what is going on today. It resonated from the offices to the BOD who sat on their hands and idly watched- negligent in there protection of shareholder interest.
That crew cash grabbed an raped the finances right until the exits opened for them. The lack of insider buying, the guaranteed raises,,the super voting power of the shares, the risk all being put on the common shareholder...Was there ever a PP underwriter who took a bath???
At every turn the shareholder has been left holding the bag..and for a good portion of that they were cheering. What a shame and what a complete and utter lack of conscience that has been shown these shareholders.
There are words that have been spoken otherwise..but the actions show the truth.
Thats the type of information I can remember being told was insignificant. Also the kind of thing once posted that got you labelled a basher. I kind of take offense to being labelled in that fashion given that the things that didn't seem right were truly fundamentally and at the core very wrong. I think that makes one a truth teller.
The quickness from which it fell apart the last two years shows how deep the quicksand pit was created under the genius and how entrenched some of the long time players are in this space. I don't think people appreciate how hard it is for a no name company to make inroads into such an entrenched space. Now tie being kicked to the curb by a household name in the computing space and see how many doors are open. How do they answer when a company asks why after so many years inside DELL offerings they decide enough is enough? That is probably a huge red flag.
One can argue that maybe he wasn't qualified in this area..but to me that explains the confidence he had. He couldn't recognize how deep the hole was he was left and how far reaching beyond the walls of the company IMO. I think there are obstacles yet come across he is still unaware of.
I don't think two years in one can to in the full breadth of everything that went before and the extent it went. And that's just what we are aware of.......
Buyout: remember the class of shares the insiders hold...They make up a larger percentage than do all the retail shares and as such render a shareholder vote on any buyout moot. They do not need your approval longs for the terms on any buyout. Do some DD on that and see what kind of response you get from your fellow longs.
It sounds to me like the stock is going to be buried here and trading in the single digits to maybe the .20's for quite a long time. Going to be interesting to see how the company is funded going forward. The share price here makes a PP unrealistic. I don't think what was said is going make the shareholder base give this group free reign like before. I can't imagine a yeah on increasing the shelf at this point. History has riddled the ol' they need it to lure talent argument. It's a vehicle to dilute and screw the shareholder in this company. End of story.
People are screaming for accountability. It was always there in the numbers, it was there by the number of deals that actually closed.
Keep watching the dollar bill on the fishing line..........
If revenues are flat that gives operating cash of around 4.7M for the quarter..with the 2.8M on hand at end of June..If there were severance packages paid when they shit canned the staff they could be just about flat busted......
2.8M cash on hand end of June...not good.. something has got to happen very very soon on the cash side of things.....
13.6M shares added to the float in a year.......
"The reduction in OEM royalties was principally due to a decrease in Dell-related OEM bundling activity, while the decrease in service billings was due to a partner contract executed in 2014 that was not repeated in 2015."
". Even with these cost reductions, Wave will require additional financing in the short term in order to continue current operations and to pursue capital raising or other strategic transactions. "
How much, if any, are going to be for severance pay due to the downsizing in Q3?
This should drive a spike through any of that rosy chatter on the other boards. How much of that cash was Safend?
T-U-R-D........new symbol
That's probably a pretty good position to take. I just can't see them having ANY leverage at this time, and truthfully, nothing in the last few years that they could point to as making a good case for terms that would be favorable to the shareholder. In reality the shareholder won't factor into any decision that is made-much to the chagrin of these bag errr..shareholders over the years.
I just can't see the fortunes changing on a sale for many of these folks. It just doesn't seem to be in the cards despite all the years waiting
So Dig.. what scenario do u see happening to the shareholders? I can't see a satisfactory outcome to anyone who didn't trade the stock.
For as many years as some folks have followed the company, I am constantly amazed at the disconnect and how many things are misread. Just yesterday I saw some posts celebrating the release from the NAS, not realizing it was the second thing they were in non-compliance about.
Putting large sums of cash into a company and then putting blinders on to everything that swirls around the company only focusing on the pile of cash at the end and some meaningless party with a bunch of like minded shareholders is a recipe for disaster-and it has been for this group of investors. Not to say having meetings of like minded shareholders is a bad thing..but to suspend reality has been extremely harmful.
If what you say comes to pass player, there will be a sound of collective wavoid jaws hitting the floor. If this is true I cannot imagine a price favorable. I think they might be in a position to see stock in the acquiring company but at ratios in triple or 4 digit shares for 1 of the new company. It will be at a single digit percentage of what the company has squandered.
There is no proven demand, no proven track record, and no idea if the remain staff would be considered an asset to an acquiring company. It has been shown the tax liability is as advantageous as once thought. There is zero strength in the stock. There are 2 NAS delisting notices out and the company does not have a respected financial institution in its corner. I don't see any way this company can dictate any terms to suitor.
Be interesting to see if some delusion disappears by tomorrow evening.
The only people that have ever put there own cash up without any risk hedge built in has been the retail share purchaser. The numbers never added up to me in the esop..the shares purchased on the open market could all be offset by generous options granted. Without the risk and without a shareholder base looking for accountabillity there leaves no sense of urgency. Hence business as usual which means a meandering, bloated organization until the abyss is the next step. The company has never had to operate in a manner in which it finds itself today . ..back into a corner with the shareprice barely registering and not a start upncomoany...there is produt failure and deals not resumed. This is a different animal they won't recover from IMO.
There was no fleecing of the investors who took part in the financing of this company. Look at the price manipulations around the placements. These guys all made their money back and then some. It was the private investor who bit on the great information shared on the boards, the nod and winks, and dollar bill on the fishing line coming from inside the company that lured them in. The only people who got their shorts pulled down on this stock are the retail investors. Certainly not the private investors who underwote the PP and certainly nobody within the company that carried a title.
How many times or how often do where hear from longs about a Superior product argument? Based on what?
The superior product argument is going to be won based on the number of sales. The superior product is being roundly rejected. It's reflected in the lack of sales.
That argument is completely and utterly bogus. They have had product in the marketplace available for nearly a decade.
If the product was truly head and shoulders the company would not be in the grave danger of disappearing. I am not even talking about covering all the expenses. The company is trading in the .13 to .17 range until reality sets in and the floor disappears. Any money invested here by somebody holding shares looks to be good money following forever lost money.
How many within the company are buying shares? How many exercising options? If the company gets an influx of cash with success around the corner like so many think wouldn't it be prudent to buy some shares back if you were the company?
This is a death bed watch.......
I couldn't agree more about not having the cash, time, or a candidate who would want this job. The only way I could see a new person at the helm would be it being somebody hand picked and being part of a buy in/buy out situation.
As it stands right now I feel this position would be nearly impossible to get a candidate for at this moment in time
Some will never learn. The only metric that has been reliable has been the balance sheet. And there have been some that have tried to lessen the relevance of that. That has truly told the unvarnished story..one that had investors heeded would have left them in far better shape.
Great..now what? Without PO's in hand that show a substanial push of the product why should any shareholder believe what might emit from the CC? Holding tight and waiting seems like a losing strategy...as it always has...even at this range.
There were plenty of signs over the years that were very easy to spot that raised eyebrows. I can only believe what could not be seen was even worse.
It would a very public display that basically shows the real attitude that the company has treated this shareholder base for years. Finally in away even the most dense can see.
I keep seeing posts that are almost pleading with partners of the company to impart cash upon wave. What the poster are forgetting is that these companies probably have a pretty good handle on how shaky the financial state is. More importantly their DD is probably far superior than what is being brought to the table by certain posters over many years not in the industry. Everyday there is not action tells you exactly.how the company's chances and product are viewed by those in field
At the end of the day it will be a lot less than most. There are some of us that smelled something foul going on quite a few years ago after being long and strong for many years. I unfortunately found after the reverse splits that I still had 464 shares left in an account I didn't look at for a few years. My fault I had an sell order that I thought executed and never checked on it. I probably will be down 8K on that when it finally crashes and burns. The other shares I have sold that I was underwater in i was lucky enough to move into other things that erased those losses. The getting out was the key. There are a lot of folks who have been around since the mid-90's buying all the while.
The ol' lowering my cost average and rebuilding share counts. With the 2 reverse splits that have come prior folks holding share purchased before the mid 2000's have seen that shares value by 12 a 1 for 3 , followed by a 1 for 4 a few years later. Now imagine being somebody who held over 100,000 shares and rebuilt that total up after both RS.
There is an entertainment value around this story that you can't put a price on. But that's easy for me to say when I don't have the burden of tremendous financial losses, of telling friends and family about this sure thing, continued buying shares without telling a spouse, and literally having retirement tied to the future of this company. There are people that were taken advantage of here and they are going to have nothing to show for it.
Bye by to your cash somehow got deleted between "wave" and the exclamation point in your post.
Remember the old short argument..shorts were less than 1.5% of the float as of mid july.........Wave Systems Corp. (NASDAQ:WAVX), A reduction of 48,028 shares or 6.7% was observed in the short interest of Wave Systems Corp. – Class A Common Stock The interest on June 30,2015 came in at 674,669 shares and as per the average daily trading of 232,774 shares, the days to cover are 3.The reduced interest is 1.2% of the floated shares. The data of June 15,2015 put the interest at 722,697 shares. The information was released by Financial Industry Regulatory Authority, Inc (FINRA) on July 10th.
http://www.otcoutlook.com/short-interest-update-of-wave-systems-corp-nasdaqwavx/647082/
Worst-performing tech stocks of 2015: Wave Systems Corp (NASDAQ:WAVX), Leap Frog Enterprises Inc (NYSE:LF), True Car Inc (NASDAQ:TRUE)
http://www.wsobserver.com/worst-performing-tech-stocks-of-2015-wave-systems-corp-nasdaqwavx-leap-frog-enterprises-inc-nyself-true-car-inc-nasdaqtrue/7225768/
The longer it drags on the winners are going to be the momo guys who will profit at the expense of some of the ardent deniers gullibility. That avenue disappears if there is no CC and no explanation as to why. Either way its a bad place to be if you are holding anything other than shares just bought to be flipped.
The company has no long term prospects they can use to lure in a buyer. They have no footprint in the retail market. What the wavoids perceive as value has no real value in the real world. Patents that will COST money to defend on product that dosen't sell.
A Safend that makes money but also has to pay a percentage of profit back to it's originating country if I had it explained to me correctly.
Talk about a buy in? Buy in to what? The company isn't having any different trouble now than they have had in the last few years. It's magnified by how badly damaged the state of the product was-we will go with that because some will say the product was always garbage but for sake of argument we will say state was damage- and this was magnified by the loss of DELL which concealed this for years. I don't believe they are any closer now than they were before and the proposition is riskier now even though the price is much lower because of the time that has passed. Ever day cements further repudiation.
Buy out? Why now- why not wait. The company is in trouble and everyday that goes by brings the value down. And with the roided up super voting shares the longs can only watch hopeless if a buy out happens.
If there is no CC the momo players disappear and the stock craters.
I don't. If there is no CC I cannot imagine a favorable reaction to that. Even at the worst they always had one. I read a lot of wishful posts, but reality is sadly lacking. People want a premium price if sold or a buy in. The product outside of the message board bias does not sell. . And it is products not product. It does not sell enough to justify the expense that goes from development, sales and promotion, and then service after the fact. All this in a market ripe for security. These are facts. The other has no basis other than a bias back with years waiting and cash fading away like sand in the hourglass. The arrival if so many new names on the board show exactly why the volume and pop. Mo and nothing more. I will be beyond stunned if the nas grants an extention. My gut says the company done as we know it by Labor Day.
The other biggest mistake I see being made is the shareholders thinking they are owed something. In the pecking order the common shareholder is about as far down the list as can be. While it's nice to speculate all these things happening in the shareholders favor, they will not be at the top of the list while trying to figure out the best way going forward.
If all was well inside the company we should have seen massive buying of shares at these prices the last few weeks. The moves the company has made indicate no sales were on the immediate horizon. So no conflict.
These prices probably fell far below any options to buy they may hold.
If the insiders don't feel compelled to buy I cannot understand why anybody would be throwing one red cent on any shares of stock. The holders of many shares already have money flushed. Spending more is not going to improve that situation, only compound it.
The insiders not spending one cent down here speaks louder than any words, DD links, or rah rah posts from anyone.
The lack of insider buying on the open market has and should have been a major indicator over the last two decades. It has for me.
The single open market buys without follow up buys in the past were nothing more than a show.
At the end of the day those in charge like earning their money off the backs of the shareholder, and in no shape or fashion do they like parting with it.
And why should they. They know the risk better than anybody.