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We opened our first uWink restaurant in Woodland Hills, California in the Westfield Promenade Shopping Center at 6100 Topanga Canyon Boulevard, Woodland Hills, California 91367 on October 16, 2006. In May 2007, we signed letters of intent to open two new restaurant locations at the Promenade at Howard Hughes Center in Los Angeles and the Hollywood & Highland Center in Hollywood, California. Effective June 4, 2007, we and the landlord entered into a definitive lease agreement for the Howard Hughes location. In July 2007, we signed a letter of intent to open a new location at the Galleria Dallas in Dallas, Texas. Subject to the negotiation and execution of definitive lease agreements for Hollywood & Highland and Galleria Dallas, we expect these locations to open in early 2008. On October 25, 2007, we entered into a definitive agreement to acquire the leasehold interest and certain other assets of a currently operating restaurant in downtown Mountain View, California, which we intend to convert to the uWink concept and open by early 2008.
In June 2007, our subsidiary, uWink Franchise Corporation, entered into an area development agreement with OCC Partners, LLC for our first three planned franchised restaurants to be built in Miami-Dade County, Florida, over the next four years. See "Growth Strategy—uWink Franchising" below for more information on this agreement.
Also in June 2007, we announced plans to establish a joint venture in Canada with Jefferson Partners, a leading Canadian venture capital firm, to develop the Canadian market for uWink restaurants and related uWink products and services. We expect that the Canadian joint venture, in which we will have an initial 50% equity interest, will be independently funded in Canada and be managed in conjunction with an experienced Canadian restaurant operator to be selected by us and Jefferson Partners. Subject to prompt negotiation and execution of definitive agreements, we expect the first Canadian uWink to open mid-2008.
Dilution to new investors $ 1.38
The difference between the public offering price per share of common stock in this offering, assuming no value is attributed to the warrants, and the pro forma net tangible book value per ordinary share of common stock after this offering constitutes the dilution to investors in this offering. Net tangible book value per share is determined by dividing our net tangible book value, which is our total tangible assets less total liabilities, by the number of outstanding shares of our common stock.
At July 3, 2007, our net tangible book value deficiency was $1,999,462, or approximately $0.08 per share of common stock ($0.31 per share after giving effect to our four-for-one reverse stock split).
After giving effect to our four-for-one reverse stock split and the sale of 5,191,750 units in this offering, and the deduction of the placement agents' commissions and other expenses and estimated offering costs of $1,099,200, our pro forma net tangible book value at July 3, 2007 would have been $17,284,815, or $0.62 per share of common stock, representing an immediate increase in net tangible book value of $0.93 per share of common stock to existing stockholders and an immediate dilution of $1.38 per share of common stock, or 69%, to new investors.
The following table illustrates the dilution to the new investors on a per-share basis (giving effect to our four-for-one reverse stock split):
Public offering price
Net tangible book value (deficiency) as of July 3, 2007 $ (0.31)
Increase per share attributable to new investors in this offering 0.93
Pro forma net tangible book value after this offering 0.62
Dilution to new investors $ 1.38
The numbers in the above table do not take into consideration the options and the restricted stock granted under our equity incentive plans, shares that may be issued upon the conversion of our convertible promissory notes and the warrants that will be outstanding after the offering including those issued to the placement agents in connection with this offering.
Shares that may be (WILL BE) issued upon conversion of approximately $2 million of convertible notes issued in connection with prior transactions described elsewhere in this prospectus; and, which if converted at the offering price, would result in the issuance of up to approximately 1,223,714 (4,894,856 pre-split) additional units being offered.
USE OF PROCEEDS
We currently intend to use the net proceeds from this offering as follows:
New restaurant development $ 6,000,000 64.6 %
Marketing and administration of a franchise program $ 250,000 2.7 %
General corporate purposes, including working capital $ 3,034,300 32.7 %
Total $ 9,284,300 100 %
http://www.sec.gov/Archives/edgar/data/1108699/000104746907008795/a2180968z424b1.htm
Warrants to Purchase 5,491,450 Shares
11/09/07
We are offering to sell to the public up to 5,191,750 shares of our common stock and warrants to purchase up to 5,191,750 shares of our common stock in "units". For each unit purchased in the offering, investors will receive 1 share of common stock and warrants to purchase 1 share of our common stock at an exercise price of $2.40 per share. Upon the closing of the offering, the units will separate and the common stock and warrants will be issued separately. The warrants may be exercised at any time during the period commencing on the closing date of this offering and ending on the fifth anniversary of the closing date.
The warrants will be exercisable on or after the closing date of this offering through and including the fifth anniversary of the closing date and will be exercisable at a price of $2.40 per share of common stock.
http://www.sec.gov/Archives/edgar/data/1108699/000104746907008795/a2180968z424b1.htm
FYI: A warrant is the right to purchase at an exercisable price ($2.40) at a later time. In this case, a buyer (of stock in this offering) would be able to exercise their 'warrant' anytime on/or after the closing date of this offering - up to the fifth anniversary of the closing date. Please Note...the warrant is the 'right to purchase' (it's not a $2.40 share for free).
The Point (advantage): PPS goes up, you have a set PPS ($2.40) which can be exercisable when/if you choose to...
$1.98 - Added 1000 more...
Good - not in this - happy for others
Nah _ you are missing the 20% conversion incentive in your calculated amount - 10% X 7 months X 20% (full amount) conversion incentive = the $8100 my friend. I will take it...Gladly
Canada is a pure profit wet dream w/software fees
uWink Announces Plans for Canadian Restaurant Joint Venture
LOS ANGELES – June 25, 2007 – uWink, Inc. (OTC Bulletin Board: UWNK - News), a developer of digital media entertainment software and an interactive restaurant concept, today announced plans for the creation of uWink Canada in partnership with a leading Canadian technology oriented venture capital firm, Jefferson Partners. uWink and Jefferson plan to select an experienced Canadian restaurant operator to facilitate the joint venture’s development of the Canadian market for uWink restaurants and related uWink products and services.
The joint venture partners plan to establish uWink Canada as a separate, independently-funded Canadian fifty-fifty joint venture entity. Assuming prompt negotiation and execution of definitive agreements, the first Canadian uWink is expected to open late winter or early spring of 2008.
"Canada is an area with tremendous potential, and is a perfect fit for uWink," said Nolan Bushnell, CEO of uWink. "This is the first step toward uWink’s international development plan and we look forward to further expanding our multi-lingual capabilities as we grow internationally."
"It is both an honor and a privilege to bring uWink to Canada," said David Folk, Managing General Partner of Jefferson Partners. "We believe the uWink concept is a brilliant innovation, combining cutting edge concepts in casual dining and interactive entertainment. It is perfectly suited to the Canadian market."
About Jefferson Partners:
Jefferson Partners (www.jefferson.com) is a technology oriented venture capital firm focused on financing and building innovative world class companies. Jefferson plans to hold its interest in uWink Canada through its newly established affiliate organization Jefferson EquiCorp.
Went through all the Couch Cushions, AM ALL IN
TO: Brian & Scandalls - Called Nancy Nino to let her know to convert my ($30K) now $38,100 dollars convert note deal, to my New and Shiny 19,050 ($2.00 cost) UWW Shares ASAP! - They will look quite nice next to the current 58K Shares held.
At least I Left a Message to that effect...LOL!
I'll be standing right after her Bro Dennis when
they are ready to hand out the Christmas Presents!
THANKS TO Nolan, Mark, Nancy, Dennis, and Everyone at uWink!
YES! - "We expect, without taking into account any proceeds from this offering, that we can currently satisfy our cash requirements for the next one to two months. We will require at least $8,000,000 in net proceeds from this offering in order to build out and operate our four new planned company-owned locations and to continue our current level of operations for the next twelve months. Proceeds from this offering, assuming that this offering is fully subscribed, will be used to build out our four new restaurant locations and to open up to three or four additional company-owned restaurants as our available cash permits. If this offering is not fully subscribed and we receive less than the anticipated amount under this offering, we intend to use the available proceeds to build out and operate the new Hollywood & Highland and Mountain View locations, which, together with our Woodland Hills location, should lead to corporate cash flow breakeven once the restaurants mature over the next 18 months."
"As of the date of this prospectus, we do not have any material commitments for capital expenditures. On June 4, 2007, we and the landlord entered into a definitive lease agreement for our new restaurant location at the Howard Hughes Center. We anticipate that we will expend approximately $2 million (net of landlord tenant improvement allowances) to build out this 9,300 square foot location, but have not yet entered into any definitive agreements to commence this process."
"As of the date of this prospectus, we are not in default on any material debt obligation."
http://www.sec.gov/Archives/edgar/data/1108699/000104746907008322/a2180667zposam.htm
$9.2 Million...WOOHOO!...Vegas Baby!
uWink...uWait...uWin...
I completed my 'accredited' doc's for 4/2/07
Am looking forward to my 19,050 new shares - later on.
Am Sorry to read that some of you are not in this offering.
:)
Will Be There - Can I cut the Ribbon...lol!
in about 6 to 12 weeks...that would be Grand!
Yes I know sir, thanks for that reply.
Perhaps others will pay attention that YOU
bought some more shares today Dennis Nino.
"On June 8, 2007, we completed the sale of...............Among those participating in this transaction were Nolan Bushnell, our Chief Executive Officer, who invested $125,000 and Dennis Nino, Mr. Bushnell's brother-in-law, who invested $125,000."
Thanks, Netman
U related to Nancy...:)
Yes.
OT MD sales tax from five cents to six, will not matter to me, as I try to spend it all (over many years) in Mexico, on cars for the Autoban, and in Vegas Baby!
LOL!
Always loads of info to be found in their sec docs
Always interesting how few people ever read them...
Hopefully, most will digest the weekends SEC partial quotes.
(I tried to post most of the most important parts this weekend)
This Monday or the first part of the week may well tell the tale.
http://www.sec.gov/Archives/edgar/data/1108699/000104746907008322/a2180667zposam.htm
Raw: Please Divide $1944785 by 960000 = $X
And Check PPS on Date Stated of Oct 31st 2007
May See Prior Post replied to... for more details...
Hmmmmm...
I knew you would like that u3 info...:)
It's been said before by Scandalls and I,
Now you all have it in writing from uWink
We expect, without taking into account any proceeds from this offering, that we can currently satisfy our cash requirements for the next one to two months. We will require at least $8,000,000 in net proceeds from this offering in order to build out and operate our four new planned company-owned locations and to continue our current level of operations for the next twelve months. Proceeds from this offering, assuming that this offering is fully subscribed, will be used to build out our four new restaurant locations and to open up to three or four additional company-owned restaurants as our available cash permits. If this offering is not fully subscribed and we receive less than the anticipated amount under this offering, we intend to use the available proceeds to build out and operate the new Hollywood & Highland and Mountain View locations, which, together with our Woodland Hills location, should lead to corporate cash flow breakeven once the restaurants mature over the next 18 months.
As of the date of this prospectus, we do not have any material commitments for capital expenditures. On June 4, 2007, we and the landlord entered into a definitive lease agreement for our new restaurant location at the Howard Hughes Center. We anticipate that we will expend approximately $2 million (net of landlord tenant improvement allowances) to build out this 9,300 square foot location, but have not yet entered into any definitive agreements to commence this process.
As of the date of this prospectus, we are not in default on any material debt obligation.
Following the grand opening of our initial restaurant in late November 2006, our quarterly revenue in Woodland Hills has grown to approximately $682,064 in the second quarter of 2007 from $557,907 in the first quarter of 2007 and $289,929 in the fourth quarter of 2006.
http://www.sec.gov/Archives/edgar/data/1108699/000104746907008322/a2180667zposam.htm
If a bit less then $8M, like $7.5 Million, they just back off on One new place For Now. - That would not be the end of times if so...RE: The 7 / 11 info...If only $7.5 (for example), that is enough to accomplish what needs to be done now...IMO - As I've said before, they do not Have to, nor do they Need to raise anywhere near $15 Million, at this time to roll out places announced.
FYI: And this statement:
"substantial concern about our ability to continue as a going concern" HAS BEEN in numerous filings from the beginning - it is a filing requirement (btw: I have asked them about this very statement in their filings long ago).
Written scary stuff required, has to be balanced with Reality.
To 'Share' and Receive info is the 'Plan'
Note: Please Divide $1944785 by 960000 = $
However, Also Note: Date Stated of Oct 31st 2007 Hmmmmm...
"(and on the same terms and conditions pari passu with the investors in) any offering of our securities that results in gross proceeds to us of at least $3,000,000."
"Convertible Notes - We have issued $1,944,785 in aggregate principal amount of promissory notes convertible into an aggregate of approximately 960,000 units being issued (assuming for purposes of this section, conversion of all outstanding notes at the market price of our common stock as of October 31, 2007), assuming this offering is subscribed in excess of $3,000,000, in several transactions described elsewhere in this prospectus. In general, the notes are secured by our assets, have maturity dates ranging from August 2007 to November 2007, accrue interest at 10% and are convertible, at the option of the holder, into the same securities issued by us in (and on the same terms and conditions pari passu with the investors in) any offering of our securities that results in gross proceeds to us of at least $3,000,000. Upon conversion, the holder will receive, as a conversion incentive, additional securities equal to 20% of the aggregate principal value plus accrued interest converted. The maturity dates of notes due prior to the date of this prospectus have been extended with the consent of the holders."
Note: I have posted this relevant information above, a quantity of times before, in posts in the past. Does everyone now read and now grasp it's relevant meaning (to others here) finally...:)
"shares that may be issued upon conversion of approximately $2 million in principal amount of convertible notes issued in connection with prior transactions described elsewhere in this prospectus, which if converted at the market price of our common stock as of October 31, 2007, would result in the issuance of up to approximately 960,000 (3,840,000 pre-split) additional units being offered."
>$3 Million - "Size of Offering : Although there is no minimum offering amount, we estimate the size of the offering will be between $7 million and $11 million."
TBG: "conditional approval" = "provided we are in compliance with all applicable listing standards, including a per share price for our common stock of at least $3.00."
uWink Franchising. In addition to our company-owned restaurants, we believe we can efficiently grow our operations through franchising to qualified area developers. In order to offer to sell franchises to operate a uWink restaurant, Federal Trade Commission rules require us to first provide prospective franchisees with a disclosure document called a Uniform Franchise Offering Circular, or UFOC, which includes, among other things, our various franchise agreements. In addition, before we can offer our franchises in certain states that have enacted state franchise or business opportunity laws, we must add certain state-specific disclosures to our UFOC, and register our offer with a state agency. We have now completed our UFOC for the uWink brand and are authorized to sell uWink franchises and may engage in discussions with prospective franchisees in every state in the United States and the District of Columbia, except in the following states where we must complete the state registration process: California, Connecticut, Hawaii, Illinois, Indiana, Maine, Maryland, Minnesota, New York, North Dakota, Rhode Island, South Carolina, South Dakota, Virginia, Washington and Wisconsin. Many of these states evaluate franchisor financial condition as part of the registration process. We believe that the proceeds from this offering will significantly improve the likelihood that we will be approved to franchise in these states.
In January 2007, we began to actively market uWink franchise rights. Over the next several months following completion of this offering, we will begin the registration process in most of the states that require registration. We have received a significant number of inquiries from prospective franchisees and are now in the process of opening discussions with candidates in the states that do not require registration of franchise offers. Once the registration process is complete in the states that require registration, we intend to begin discussions with candidates in those states. We have also received franchise inquiries from other countries and have begun preparing the necessary documents and filings to be able to offer franchises in certain foreign countries. At this point, even though we have received a number of inquiries from potential franchises and have entered into our first area development agreement, we cannot guarantee that we will be able to franchise our concept at all, or that we will be able to do so on acceptable terms.
We plan to utilize a franchise area development model for uWink in which we will assign exclusive rights to develop restaurants within a defined geographic region within a specified period of time. We are targeting franchise area developers who have the existing infrastructure, operational experience and financial strength to develop several restaurants in a designated market. We currently contemplate requiring each of our franchisees to pay us an up-front fee of $50,000 for the first restaurant in a development area and $40,000 for each additional restaurant in a development area, and a 4% basic royalty, together with a 2% software royalty, each based on gross sales. We expect that these terms will be included in the majority of any final agreements with franchisees, but we may modify the terms of individual agreements based on market conditions and franchisee resources and qualifications.
We intend to enter into franchise area development agreements in geographic markets where we currently do not have uWink restaurants or in markets that can be segmented so that a franchised restaurant does not compete with a company-owned restaurant. In markets where we have limited market penetration, we may in the future consider selling existing uWink restaurants to a franchise area developer. In these instances, we plan to require the franchise area developer to open a minimum number of additional restaurants in a designated period of time.
Our near term strategy is open three to six additional company-owned and/or managed restaurants within the next six to twelve months. We estimate that we will have to expend between $1,000,000 and $2,500,000 (net of any landlord tenant improvement allowances) to construct, staff and open each new restaurant, excluding rent. Our build-out cost of new restaurants will vary depending on a number of factors, including the size of the location, whether we are converting an existing restaurant space, as we did with our Woodland Hills location, or moving into a "build to suit" location constructed from a building shell, typically with a monetary contribution (also typically referred to as a tenant improvement allowance) from the landlord.
While the latter development model generally involves greater costs (depending on the level of landlord contribution) and time to open (because the permitting process is typically significantly longer), we believe that positioning our restaurants in popular, "marquee" locations (which typically operate on the "build to suit" model) will greatly increase public awareness and recognition of the uWink brand, which we believe is critical to our continued growth. We have recently entered into letters of intent to secure three such sites for new uWink restaurants, at the Promenade at Howard Hughes Center in Los Angeles, at the Hollywood & Highland Center in Hollywood, California, and at Galleria Dallas in Dallas, Texas. Effective June 4, 2007, we and the landlord entered into a definitive lease agreement for the Howard Hughes location.
On October 25, 2007, we entered into a definitive agreement to acquire the leasehold interest and certain other assets of a currently operating restaurant in downtown Mountain View, California, which we intend to convert to the uWink concept and open by early 2008. We intend to utilize a mix of these two development models in the near term and to cluster company-owned stores in markets that we enter to achieve operational efficiencies.
Our longer term growth strategy is to open additional company-owned and/or company-managed restaurants in new markets and to franchise our concept, focusing on multiple-unit area development agreements with experienced operators. We are ultimately targeting a mix of one-third company-owned restaurants and two-thirds franchised restaurants. We expect we will also seek to generate additional revenue through the sale of our proprietary tabletop terminals and related software to our franchisees. In addition, we believe that our concept is well suited for specialized locations, including airports and schools, and are pursuing opportunities in these areas.
In May 2007, we signed letters of intent to open two new restaurant locations at the Promenade at Howard Hughes Center in Los Angeles and the Hollywood & Highland Center in Hollywood, California. Effective June 4, 2007, we and the landlord entered into a definitive lease agreement for the Howard Hughes location. In July 2007, we signed a letter of intent to open a new location at the Galleria Dallas in Dallas, Texas. Subject to the negotiation and execution of definitive lease agreements for Hollywood & Highland and Galleria Dallas, we expect these locations to open in early 2008.
On October 25, 2007, we entered into a definitive agreement to acquire the leasehold interest and certain other assets of a currently operating restaurant in downtown Mountain View, California, which we intend to convert to the uWink concept and open by early 2008.
In June 2007, our subsidiary, uWink Franchise Corporation, entered into an area development agreement with OCC Partners, LLC for our first three planned franchised restaurants to be built in Miami-Dade County, Florida, over the next four years. See "Growth Strategy—uWink Franchising" below for more information on this agreement.
Also in June 2007, we announced plans to establish a joint venture in Canada with Jefferson Partners, a leading Canadian venture capital firm, to develop the Canadian market for uWink restaurants and related uWink products and services. We expect that the Canadian joint venture, in which we will have an initial 50% equity interest, will be independently funded in Canada and be managed in conjunction with an experienced Canadian restaurant operator to be selected by us and Jefferson Partners. Subject to prompt negotiation and execution of definitive agreements, we expect the first Canadian uWink to open mid-2008.
UWW: We have received conditional approval for initial listing of our common stock on the American Stock Exchange, or the AMEX, provided we are in compliance with all applicable listing standards, including a per share price for our common stock of at least $3.00. We anticipate that we will need to raise $7.5 million in this offering in order to meet the requirements set forth in the AMEX listing standards.
Size of Offering : Although there is no minimum offering amount, we estimate the size of the offering will be between $7 million and $11 million.
http://www.sec.gov/Archives/edgar/data/1108699/000104746907008322/a2180667zposam.htm
another 500 buy
FWIW: I do not know any details about their construction presently. I can only surmise they are still pretty much in the lease stage, until the awaited offering information is out, and the money can flow forth...
"uWink intends to use the net proceeds of the offering for new restaurant development, for marketing of its franchise program and for general working capital needs."
http://www.uwink.com/content/view/147/52/
One positive thing... A renovation like Mountain View California will cost about less then half of a brand new build-out, and will take about 6-12 weeks, instead of about 6 months to build a uWink.
I felt you deserved some answer tonight - Regards, Netman
Considering that this IS a stock message board, not a chat room, Internet playground, or a social club, etc. Those Real People using an IHUB ID and that May be posting irresponsibly (with respect to SEC rules) need to finally grasp that they are Not anonymous, and can be held legally responsible for what they post, especially if they post irresponsibly on any stock message board.
FYI: I have deleted only two posts in my IHUB Lifetime here so far. Both were ‘personal attack’ posts which were by the ID “hussler”. This was an ID (and a real person) that no longer posts here (and was banned a long time ago for violating IHUB stated rules). I Have Not deleted any other posts, but have restored a number of posts (in my time), which were all deemed ‘personal attacks’ at me by another…and then replied to those restored posts.
Regarding IHUB MOD’s, they are not Nanny’s, and no one should have to “manage” any daycare message board, so the real players may try to have a worthwhile board. I am not in control of this board, nor is anyone else (besides IHUB). I am only in control of my own position in uWink.
Going Forward...I would sure like to see the touchy tone disappear that still keeps popping up on this board from time to time. It is getting tiresome, and serves no useful purpose (But..I do not like being randomly attacked anymore then anyone else). We should all be in this together, helping each other by sharing information and related news, as we may find it. Sharing and receiving actual uWink info has always been my purpose here...I would hate to see this board degenerate towards Yahoo boards mentality. I left those boards behind because of the way IHub is managed, yet it is people that make a board worthwhile, not it's management nor moderators having to referee. This is not to say we can not disagree and discuss points, but it would be nice not to have to feel one must defend themselves against unwarranted accusations (such as "paid promoter") from here on out. Let's try to get back to sharing uWink information without all the aggravation...
? - I have no issue with you sir.
Nor will I / nor should I comment on your suspicions...
or the rest of your comments / questions...at this time...
She is dead, dad too...
Some folks are upset, not me. My prior post is for them...
RE: Some Statements Today, By Some Here
1) Some Made (as a matter of fact) Before Any Public Announcement by Company.
2) Some Made with apparent meaning to Disparage current offering/stock/company.
3) Some Made with reference to their actions, based on their non-public knowledge.
PLEASE NOTE: Regardless if whether Some information claimed is later found out to be true or false, there May be warranted justification for pursuing some statements posted here today. Therefore I formally request that NO Posts are to be removed (from this point forward today) by either Our Board Moderator or By Any Assistants on this uWink message board Today.
Sincere Regards, Netman - Assistant Moderator
IMO: Once the unknown is known, we trend up
BTW: I was Not referring to the current stock offering..., before I am sent off to the asylum for offering analysis.
Was referring to the $30K cash I have in the prior "deal":
"On April 2, 2007, we completed the sale of $857,000 of convertible promissory notes to 19 accredited individual investors. The notes have a six month term, accrue interest at 10% and are secured by the assets of the Company. The notes are convertible, at the option of the holder, into the same securities issued by us in (and on the same terms and conditions pari passu with the investors in) any offering of our securities that results in gross proceeds to us of at least $3,000,000. Upon conversion, the holder is entitled to receive, as a conversion incentive, additional securities equal to 20% of the aggregate principal value plus accrued interest converted."
The above quoted paragraph is all documented in SEC Doc's.
IE: With my $30K + 10% interest, + 20% conversion incentive, I will receive another truck load of shares at the Same Price as the Current offering price, which is to be given to the present players....