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FWIW I can't imagine how Wave having 120+m authorized shares above current outstanding versus 160+m above outstanding amounts to a hill of beans.
Either scenario, if exercised in equity financing as has been the case to date completely demolishes current shareholders.
Its an issue of whether current shareholders stand to own 18% of the company or 14% of the company.
Share authorization is, IMO, in general not the place where effective control is exerted. Effective control is exerted in influencing the makeup of the BoD.
The BoD is currently a combination of family insiders, an arrogant supply-sider, an experimentalist and the other guy. The shareauthlimit has little bearing on the outcome. The market, currently, has little appetite for WAVX shares ... they could have an authlimit of a billion shares and tomorrow would be the same as today.
tkc, that was a FS, not a RS /e
there is the "may" ...
a) "....a corporation may amend its certificate of incorporation, from time to time, so as: "
after which all of the various thingy's that are shalls come along. It seems clear to me that the may in that instance pertains to the motion that a company may do a split, but if they do they it is an amendment and they shall get SA.
It seems in the Blades v. Wisehart the court ruled that they failed to get SA (in this case for a FS).
In any event the consensus is that an RS requires Sa (even if it doesn't). It doesn't seem worthy to maintain an argument that Wave did not need SA to do an RA, it seems to be an awful premise on which to pin an argument.
So, I'm FWIW sticking with my initial assertion, that it would be sensible to abandon arguments based on the premise that Wave did not need to get SA for an RS.
player/tkc, I quoted the language that applied to Wave, the subdividing part being intact in the first times I quoted it. I believe this LexisNexis thing is what I was reading when this first came up a year ago and at least in this link on that:
http://www.lexisnexis.com/legalnewsroom/corporate/b/blog/archive/2011/04/06/one-for-the-lawyers-forward-split-in-delaware-requires-shareholder-approval.aspx
the statement is:
"However, all have generally interpreted the law to require reverse stock splits, where outstanding shares are combined to a smaller number, require such approval."
I suppose Wave could go ahead and try to be the first on this, but the casual notion that an RS wasn't required seems be at odds with how "all have generally interpreted the law".
The Lexisnexis link above says the confusion derives from the word may instead of must ... but what I read said "shall" which is a clearly means must in the land of gov regs, the progression typically being one of may > should > shall over time.
I thought when reading it (242) that it seeme dto apply to both, recalled the lexisnxeis (not by name but it the dusty recesses of 'I read somewhere') that forward and reverse splits required SA. tkc's CMN is curious in that regard, and I intitally wondered if they lacked a par value as that was important to some legal blog folks (but they have a par value) and now wonder if they pull some sort of miraculous duck by calling it a dividend.
The sum still IMO disposes of any notion that Wave had a choice to not get authorization for the RS consistent with "all have generally interpreted the law".
If 100% of people call an object a cat, it is a cat, regardless of whether it is 'really' something else.
If "all" think Wave needed SA to RS, and all includes lawyers and judges, then it seems they must get SA ... even if the mustn't.
very well, I am not sure what we are agreeing to disagree on. Delaware law states that combining shares requires shareholder approval.
"In particular, and without limitation upon such general power of amendment, a corporation may amend its certificate of incorporation, from time to time, .... by ... combining the outstanding shares of any class or series of a class of shares into a ... lesser number of outstanding shares. Every amendment authorized by ... this section shall be made and effected .... If a majority of the outstanding stock entitled to vote thereon, and a majority of the outstanding stock of each class entitled to vote thereon as a class has been voted in favor of the amendment."
http://delcode.delaware.gov/title8/c001/sc08/index.shtml#242
player, no 242 is not about that,
242 states provides the means by which and circumstnaces under which a corporation can amend its charter.
It is pretty clear,
I can amend it for splits, (part a, section 3) and it is required "shall" gain shareholder approval (part b, section 1).
Title 8 Section 241 addresses changes before going public (before issuance of stock for money) Section 242 addresses changes after going public.
player, maybe this clarifies it (deleting nonapplicable material):
§ 242. Amendment of certificate of incorporation after receipt of payment for stock; nonstock corporations.
(a) In particular, and without limitation upon such general power of amendment, a corporation may amend its certificate of incorporation, from time to time, so as:
(3) or by subdividing or combining the outstanding shares of any class or series of a class of shares into a greater or lesser number of outstanding shares
(b) Every amendment authorized by subsection (a) of this section shall be made and effected in the following manner:
(1) a majority of the outstanding stock entitled to vote thereon, and a majority of the outstanding stock of each class entitled to vote thereon as a class has been voted in favor of the amendment, a certificate setting forth the amendment and certifying that such amendment has been duly adopted in accordance with this section shall be executed, acknowledged and filed and shall become effective in accordance with § 103 of this title.
player, the point at issue was whether an RS requires shareholder approaval under Delaware law:
"or by subdividing or combining the outstanding shares of any class or series of a class of shares into a greater or lesser number of outstanding shares"
player, simpler? ...
§ 242. Amendment of certificate of incorporation after receipt of payment for stock; nonstock corporations.
(a) After a corporation has received payment for any of its capital stock, or after a nonstock corporation has members, it may amend its certificate of incorporation, from time to time, in any and as many respects as may be desired, so long as its certificate of incorporation as amended would contain only such provisions as it would be lawful and proper to insert in an original certificate of incorporation filed at the time of the filing of the amendment; and, if a change in stock or the rights of stockholders, or an exchange, reclassification, subdivision, combination or cancellation of stock or rights of stockholders is to be made, such provisions as may be necessary to effect such change, exchange, reclassification, subdivision, combination or cancellation. In particular, and without limitation upon such general power of amendment, a corporation may amend its certificate of incorporation, from time to time, so as:
(1) To change its corporate name; or
(2) To change, substitute, enlarge or diminish the nature of its business or its corporate powers and purposes; or
(3) To increase or decrease its authorized capital stock or to reclassify the same, by changing the number, par value, designations, preferences, or relative, participating, optional, or other special rights of the shares, or the qualifications, limitations or restrictions of such rights, or by changing shares with par value into shares without par value, or shares without par value into shares with par value either with or without increasing or decreasing the number of shares, or by subdividing or combining the outstanding shares of any class or series of a class of shares into a greater or lesser number of outstanding shares; or
(4) To cancel or otherwise affect the right of the holders of the shares of any class to receive dividends which have accrued but have not been declared; or
(5) To create new classes of stock having rights and preferences either prior and superior or subordinate and inferior to the stock of any class then authorized, whether issued or unissued; or
(6) To change the period of its duration.
Any or all such changes or alterations may be effected by 1 certificate of amendment.
(b) Every amendment authorized by subsection (a) of this section shall be made and effected in the following manner:
(1) If the corporation has capital stock, its board of directors shall adopt a resolution setting forth the amendment proposed, declaring its advisability, and either calling a special meeting of the stockholders entitled to vote in respect thereof for the consideration of such amendment or directing that the amendment proposed be considered at the next annual meeting of the stockholders. Such special or annual meeting shall be called and held upon notice in accordance with § 222 of this title. The notice shall set forth such amendment in full or a brief summary of the changes to be effected thereby. At the meeting a vote of the stockholders entitled to vote thereon shall be taken for and against the proposed amendment. If a majority of the outstanding stock entitled to vote thereon, and a majority of the outstanding stock of each class entitled to vote thereon as a class has been voted in favor of the amendment, a certificate setting forth the amendment and certifying that such amendment has been duly adopted in accordance with this section shall be executed, acknowledged and filed and shall become effective in accordance with § 103 of this title.
(2) The holders of the outstanding shares of a class shall be entitled to vote as a class upon a proposed amendment, whether or not entitled to vote thereon by the certificate of incorporation, if the amendment would increase or decrease the aggregate number of authorized shares of such class, increase or decrease the par value of the shares of such class, or alter or change the powers, preferences, or special rights of the shares of such class so as to affect them adversely. If any proposed amendment would alter or change the powers, preferences, or special rights of 1 or more series of any class so as to affect them adversely, but shall not so affect the entire class, then only the shares of the series so affected by the amendment shall be considered a separate class for the purposes of this paragraph. The number of authorized shares of any such class or classes of stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the stock of the corporation entitled to vote irrespective of this subsection, if so provided in the original certificate of incorporation, in any amendment thereto which created such class or classes of stock or which was adopted prior to the issuance of any shares of such class or classes of stock, or in any amendment thereto which was authorized by a resolution or resolutions adopted by the affirmative vote of the holders of a majority of such class or classes of stock.
(3) If the corporation is a nonstock corporation, then the governing body thereof shall adopt a resolution setting forth the amendment proposed and declaring its advisability. If a majority of all the members of the governing body shall vote in favor of such amendment, a certificate thereof shall be executed, acknowledged and filed and shall become effective in accordance with § 103 of this title. The certificate of incorporation of any nonstock corporation may contain a provision requiring any amendment thereto to be approved by a specified number or percentage of the members or of any specified class of members of such corporation in which event such proposed amendment shall be submitted to the members or to any specified class of members of such corporation in the same manner, so far as applicable, as is provided in this section for an amendment to the certificate of incorporation of a stock corporation; and in the event of the adoption thereof by such members, a certificate evidencing such amendment shall be executed, acknowledged and filed and shall become effective in accordance with § 103 of this title.
(4) Whenever the certificate of incorporation shall require for action by the board of directors of a corporation other than a nonstock corporation or by the governing body of a nonstock corporation, by the holders of any class or series of shares or by the members, or by the holders of any other securities having voting power the vote of a greater number or proportion than is required by any section of this title, the provision of the certificate of incorporation requiring such greater vote shall not be altered, amended or repealed except by such greater vote.
(c) The resolution authorizing a proposed amendment to the certificate of incorporation may provide that at any time prior to the effectiveness of the filing of the amendment with the Secretary of State, notwithstanding authorization of the proposed amendment by the stockholders of the corporation or by the members of a nonstock corporation, the board of directors or governing body may abandon such proposed amendment without further action by the stockholders or members.
8 Del. C. 1953, § 242; 56 Del. Laws, c. 50; 57 Del. Laws, c. 148, §§ 18-21; 59 Del. Laws, c. 106, § 7; 63 Del. Laws, c. 25, § 12; 64 Del. Laws, c. 112, § 24; 67 Del. Laws, c. 376, § 10; 70 Del. Laws, c. 349, §§ 5-7; 70 Del. Laws, c. 587, § 14, 15; 72 Del. Laws, c. 123, § 5; 77 Del. Laws, c. 253, §§ 33-35; 77 Del. Laws, c. 290, § 7.;
yes, Delaware law is cited, that is what I added citations.
and elsewhere (and everywhere I look except here)
"When a reverse split and repurchase is undertaken, the board of
directors proposes by resolution to amend the articles of incorporation
to reclassify outstanding shares by a reverse stock split.' The exchange
ratio to be applied to outstanding shares is unilaterally proposed by the
board. 10 In most states, amendment of the articles in conformity with
such board resolutions requires only majority shareholder approval
unless the articles specify a higher proportion.""
http://scholarship.law.berkeley.edu/cgi/viewcontent.cgi?article=2488&context=californialawreview
(cited: 10. See, e.g., CAL. CORP. CODE § 1706 (West 1955); DEL. GEN. CoRnP. LAw §
160 (1974); ILL. ANN. STAT. ch. 32, § 157.6 (Smith-Hurd Supp. 1975); ABA MODEL
Bus. CORP. ACT § 6 (1969 rev.).
11. See, e.g., CAL. CORP. CODE § 3632 (West Supp. 1974); DEL. GEN. CoRP. LAW
§ 242(c) (1974); N.Y. Bus. CoRnP. LAw § 803 (McKinney 1963); ABA MODEL Bus.
CORP. ACT § 59 (1969 rev.). A minority of jurisdictions require two-thirds approval
for a certificate amendment. See, e.g., Omo REv. CODE ANN. § 1701.71 (Page 1964);
MD. ANN. CODE art. 23, § 11 (1973); CONN. GEN. STAT. ANN. § 33-360 (1958).)
player;
in the case cited, the court invalidated using an RS to effectively eliminate a shareholder ... but the RS itself in that case WAS approved by the shareholders (a meeting of one shareholder as only the one majority shareholder was required to effect a majority). Why, under Delaware law, after the BoD in this case had approved of the RS did the company subsequently have a Kangaroo shareholder meeting to ratify the boards actions? So, using the RS to that effected was invalidated, but for some reason the company felt compelled to have a kangaroo shareholder meeting attended by one to ratify the BoD motion. To me, evidence of the requirement.
You did not address the Fool link, which while it is just the fool, the wording is pretty clear and stands uncontested.
In the other case, "Unlike Delaware ...[Maryland allows for RS w/o shareholder approval at certain ratios and frequencies] ' you interpret to mean that Delaware always allows it. The implication is, to me, the Delaware NEVEr allows it, but unlike Delaware Maryland allows a good deal of it (not to exceed 1:10 not more than 1 every 12 months).
tkc, you state as do others
"they did not need shareholders to approve an R/S"
I do not believe this is true ...
Tkc, I’m seeing an urban myth on shareholder approval for an RS, namely that you an others state that a WAVX RS did not require shareholder approaval and that is was just a means to sneak in auth share limit increase.
From the Fool:
“Under the laws of the state of Delaware, where many U.S. corporations are legally organized, a reverse split requires an amendment to the certificate of incorporation.”
http://wiki.fool.com/Do_Reverse_Stock_Splits_Require_Approval%3F
From corporationlegal.com
“In jurisdictions with mandatory par value stock (e.g. the U.K.) and jurisdictions that encourage par value stock (Delaware) [WAVX has a par value], the corporate action effecting the forward / reverse split will have to set both the multiple by which the number of outstanding shares is increased or decreased and the new par value. This implies that the corporate action will always be effected by amendment to the articles (or, in the case of the UK, by filing a new statement of capital[1]) if only to set the new par value and will also give rise to a class vote of the shares whose par value is affected[2].” [after previously stating an amendment to the articles requires shareholder approaval].
From Wake Forest Law Review:
“However, as with the case of changing the number of authorized shares, in Delaware a reverse stock split requires shareholder approval.[54] “
http://wakeforestlawreview.com/the-power-to-issue-stock#_ftn55
From a rather lengthy and meticulously cited comparison of Maryland and Delaware law:
“Reverse Stock Splits. Unlike Delaware, Maryland permits the board of directors of a corporation with a class of equity securities registered under the Securities Exchange Act of 1934 or a corporation registered as an open-end investment company under the Investment Company Act of 1940 (§2-309(e)(1)), subject to any restriction in its charter that explicitly provides otherwise by reference to Section 2-309(e) or its subject matter (i.e., reverse stock splits), without stockholder action, to effect a reverse stock split resulting in a combination of shares at a ratio of not more than ten shares into one share in any twelve-month period (§2-309(e)(2)).”[unlike Delaware = Delaware does not allow RS without shareholder approval]
The ONLY reference (other than the WAVX boards) to state that an RS does not require shareholder approval is from the SEC … but they state clearly in the next sentence it is the domain of State law, Delaware in this case.
Every reference to RS and Delaware law I can find indicates an RS requires shareholder approval.
I recommend abandoning arguments that depend on the notion that shareholder approval is/was not required for a RS in the case of WAVX.
barge - fear and greed
Weby mentioned "fear and greed", I would argue 'greed and fear'.
greed led folks to overexpose, ignore facts, attach to blind faith, and never reconcile what is, what might be, with reasonable milestones, reasonable accountability, and reasonable appreciation of the hazards on the path. Greed versus Reason.
and so one has folks who will get by, but the preponderance of their dreams are tethered to an equity that makes a three-legged stool look stable.
What got folks there? GREED.
And now that they are there what have they? FEAR.
Fear that leads folks to gather in hand-picked groups in far-away places, fear that leads attempts to ostracize folks for expressing perfectly rational opinions that have survived the test of time. Fear versus Reason.
Sure, BigNewBusiness would do wonders. That is true and always will be true for ever single solitary equity that has ever or will ever exist.
So the 'rational' non-fear non-greed notion is that WAVX is a once in a lifetime investment because BigNewBusiness would do wonders.
What follows from the reasoning is that every investment is an opportunity of a lifetime. What follows is that one can throw a dart at the listing of all known equities .... because BigNewBusiness for any could do wonders.
And so, now, in the full grips of fear the loyal gather to make a stand at a buck. I sincerely hope they carry the day. And what put them there? Irrational greed. Sensible fear.
I continue to believe there is every reasonable chance for Wave or at least Wave technology to do well. What does not survive reason well is the notion that current shareholders will proportionally benefit from whatever comes of this thing. So yes, ex-wavoids do follow this stock, and when it becomes reasonable that holding shares affords an opportunity to somewhat proportionally benefit from whatever comes of this thing I expect that such folks will consider equity exposure.
It is when it is "all about emotion" that folks get run over.
That pretty much wraps up my thoughts until (if/when) considerably bluer skies emerge.
tkc, it gets to the heart of the faux democracy that alea mentioned sometime ago. One has to own to vote, skeptical folk don't own enough to effect votes. Certainly I don't. I, e.g. piled in for a while when cash-flow looked to be heading north, that trend broke, the doughnut loomed, and ... uh, my voting power faded with it. One only has believers voting in most circumstances, otherwise they do not own.
title, there is some data on this, it is just rather dated.
The original deal was for $3.5m of which $2.8m was stated to be licenses, the rest for some maintenance.
Were one to assign a round number like $50 per seat then the initial deployment may have been for some 50-60k seats.
In the subsequent 2+ years the remainder of the seats were presumably filled. If that was 40k seats at the ballpark $50 per seat and performed quarterly, then that could be some $250k/Q. Obviously, the price is just a guess and so on, but in any event this PR is simply trying to remind folks that Wave has large accounts that are part of ongoing business, not new business, just ongoing/recurring business.
Maintenance seats for Wave seems to be in the area of 20% of the initial seat license. Regarding large customers that looks to be about 250k seats at around $10 a seat maintenance or $2.5m annual in installed base maintenance from large customers.
The game has always been to get a larger installed base so that at some point maintenance closes in on expenses, e.g. a few million seats to cover a bare bones operation. Bundling was the other component of this, in the good old days Dell being about $20m/year in bundling. As that appears to be closer to $10-15 per year, maintenance from the few larger order is falling short of even just replacing Dell erosion. Samsung, it is said, may replace some Dell erosion next year, but all of this adds up to a no growth or neg growth situation in the face of negative cash-flow.
While a BigNewContract here or there would alleviate near term cash issues, the installed base is still well short of what would be required to stabilize cash-flow against core expenses of some $40m+ a year.
Dell 10-15m
Samsung 2-4m
Large maintenance 2-3m
2014 looks like a base (assuming Dell does not completely vanish) of some 20-25m in revs with SMBs contributing something (presumably, looking at past financials) of $5-10m.
Hence, as stated by Wave, they need about $6m (of which they have placed $3m) to keep the light on for the remainder of 2013, and in the absence of developments will require the same again in 2014.
This is all rather plain to see in a foggy Wave sort of way, and any fool governing institutional money (as is hope for in some places) is not going to touch this until this more or less empirical reality is significantly improved.
This, more or less, is what is. Hence the company is not worth a whole heck of a lot, trading at about 1x sales. Were sales improving then more generous PS ratios would likely follow. Such is not the case. Sales are falling.
NW, on this matter I was and continue to be amazed that something like 1:5 or 1:10 wasn't on the table. Short interest is under 5% of OS, plenty of room to borrow and short. I considered it (and consider it still) to be another case of Wave buffoonery (not having much higher RS ratios on the table).
alea, they are a Delaware company, and while my perusal did not state a clear requirement, my understanding it that an RS without shareholder approval is largely unheard of under Delaware law, to the extent that the discussions rapidly become one of whether one can do Forward splits without approval.
The irony of the RS and the proxy is that
granting the authority for the RS may be the only thing that prevents the RS (assuming they can gain compliance in the interim).
In the absence of the authority, that is if shareholders had rejected the RS, then it seems the delisting hearing would have had no choice but to reject the plan/petition and move ahead with delisting.
Fancy that.
barge, bertha (as always on matters of fact such as this) has it correct.
1. One gets a compliance notice, with a 180 days to remediate.
2. One gets an extention, another 180 to comply.
3. One gets a delisting notice. Correct, they will get the delisting notice.
4. The company then (this is in the next couple weeks for WAVX) can request a hearing with a plan that should include RS:
" NASDAQ has stated that the plan should include the implementation of a reverse stock split in the near term – no later than 180 days after receipt of the delisting letter."
So the delisting notice will happen, but the actual delisting is delayed assuming successful outcome of the hearing.
As Wave walks into the hearing with RS authority in hand, I imagine they will be afforded the additional 180ish days.
that, o-t-back, has largely been my position for some time, that is :
"That's not to say that Wave will make the list but not a resounding no either.Stay tuned."
and while the fiscal debacle has placed "my position" essentially on the sidelines, I suppose it continues to be possible they pull a bunny out of the hat.
well all be,
looked it u and INTC does make some SSDs, I've never seen own, and was not aware of any, but it does seem like the opportunity to cover the cost of toilet paper in Lee may well be in the pipeline. I don't know how I would "look for this" as it is all lunch money amounts, but INTC namedropping sells well at ASMs.
I truly don't get it:
"Look for revenue from INTEL. SKS told the small group they are also preparing to go 100% SEDs and Wave will bundle with them, no financial's were given"
Intel is going to go 100% SEDs. Intel. And they are going to bundle TDM with their 100% SEDs?
alea, I don't see how it matters how many one votes off,
there are 5 standing, top 5 get in regardless of the breakdown of numbers beyond that.
this is a ballot with one name (or in this case 5), vote for the name(s) or don't vote.
the names on the ballot alone determine the seating unless folks actually weave their way through the bylaws to insert a name.
in the absence of insertion the whole bloody board can be rejected, and still all be seated in the end.
precious.
the point plain and simple:
Lee will do what Lee wants, compensate as Lee desires, and populate a board as Lee desires with the bylaws effectively prohibiting probative shareholder input.
the only thing that matters, the ONLY thing in Lee, is their ability to get somebody to buy shares when they roll the presses. The only voters, the only input, the only oversight is the VCs that decide to take on private placements. They view this (sensibly) as a penny stock where as long as the discounts, warrants, and whispers and hype are enough for them to suck a profit out of participating in a placement, then it is all go.
Wave's only governor in any and every sense is potential private placement participants. Current shareholders are sooooo much part of the past in Lee as to make the ASM comparable to a Soviet Communist Party meeting in 1949 .... one can go for the drinks if they are so inclined.
But things look bright, Samsung is good for $1m in 2014, GM BASF and PwC are expected to combine for another $1m in 2013, and there is a massive pipeline ... $100m or $100b or smething like that.
So all the stuff about parsing who to vote off has been met with nothing but chuckles in the bowels of Lee as they knew all along that 5 of 5 were in in any event.
Precious.
Shareholders are being officially publicly mocked. Snackman wagging his finger at the Bod threatening to vote em off ... all met with a sly snicker.
"we have the votes" was the battle cry. (bringing a wet noodle to a gun fight) Sprague et all would never allow something as mundane as voting interfere with the milking.
Once again, precious.
Lee is unstuck in time,
"launching" products well before there is market, then responding to the present long after action might be considered timely.
This disconnect - the disconnect between the planet, a decent watch, a calendar, and what they do and spend - has been a permanent feature of "Vision - Wave Style".
The notion that Guilder of all people serves in anything resembling an oversight capacity for a company so clearly and deeply flawed in this manner is the blind leading the blind if there ever was such a thing.
well at least the new VP NA sales is a self-described turnaround specialist.
"Selected often to “turn around” underperforming projects or organizations that required in-depth analytical skills leading to a bold, new approach to a problem with a proven record of success in those efforts"
almost suggestive of new notion at Wave ... the idea that maybe something is wrong at Wave, coupled with a COO search ... somebody somewhere, in mid-2013 after $400m and amid steadily declining revenue and declining sales, has decided something is wrong at Wave.
Who woulda thunk. Geniuses I tell you. Staggering visionary brilliance at its peak.
Is this something you PR?
Doesn't one find and hire and then PR?
So Bob and George have been poo-poohing McIntel while that other outfit, MSFT, is cold shouldering them, and the board finally is looking for a COO.
You know what this means? It seems most of the ASM votes have been counted, and it don't look pretty.
I suspect Wave will seek to remove the word "Sprague" from as many public statements as possible (I mean, who wouldn't?)
blue, nah, I was contesting the assertions that a typo was dire, that the S-3 had the force to create these 1 cent shares, that thetypo maybe wasn't a typo and so on. Those assertions were your assertions so I contested them with you. Now, if the typo wasn't a typo, that would be a separate matter, or if typos can alone somehow create an alternate reality that too would be another matter (at least then it wouldn't be a yawn but more like a sigh, but alas red is red and blue is blue.
prior to this S-3, wave filed another S-3 some time ago, then filed and S-3/A to amend it, then another S-3/A to amend it again, then another S-3/A to amend it AGAIN before FINALLY filing a statemtn of "EFFECT" (and forshadowed by the "incomplete and subject to change" wording in red at the beginning of the filing.
get it right the firs time? I would be all for that .... but does that turn a clear typo into the dire distribution of 100s of thousands of shares to insiders as you suggest?
get real. such rubbish dilutes your content.
blue, a typo in an S-3 does not make hundreds of thousands of shares available to anybody. Indeed, owing to the comprehensive nature of an S-3 many things are talked about that aren't even the subject ... and in this case the typo on the historical acknowledgement of an earlier placement.
Again, more slowly this time, the same S-3 states on multiple occasions that the shares and warrants for the earlier placement are at 83 cents. Moreover, that the paragraph you refer to in internally inconsistent renders it a clear meaningless typo in the face of multiple coherent statements to the contrary.
So yes, if the typo were not a typo (which it clearly is to even my cat) then it could be dire. And if red were blue then red would be blue, but red is red and blue is blue. Read the S-3, it might clear up your confusion on this matter.
blue, lost me when you said the consequences of the typo on page 14 of the S-3 are dire.
Blue, I doubt Wave prepares S-3s,
I expect this is something they farm out, preparing them is arduous, and Wave does not shy away from incurring expenses at any opportunity ... and this presents an opportunity to incur expenses. Moreover, while Feeney has ably managed to keep the printing press running, I have no reason to believe his expertise lies in the area of cranking out long form SEC filings (S-1, S-3 that sort of thing).
The notion of preliminary draft leans on this:
"The information in this prospectus is not complete and may be changed. We may not sell these securities until the Registration Statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted."
The argument is the thing is not final until it is "effective". The implication is that the "effective" version will be corrected in due course. Given that the S-3 incorporates the the correct version of the information regarding the placement in question on multiple occasions, it seems more than likely that the SEC would prefer to see the typo corrected in normal due course, which is presumably part of what is happening in this "is not complete may be changed" filing. Filings are official, even incomplete may be changed ones, yes ... but it is incomplete and may be changed, as stated, in red font, a flare for color I am not accustomed to in official SEC filings.
It seems rather obvious to me that Wave, as a small firm, has only skeletal expertise in this area, as it seems they have only skeletal expertise in evaluating the books of takeover prospects. IN both cases I expect that these projects were farmed out, and in both cases the results were less than perfect. In the case of the S-3 it redefines a yawn, in the case of SFND a significant charge against earnings was the ultimate result.
Dwelling on the S-3 typo is dwelling on a hang nail on one who just stepped on a landmine. Really, the manicure stuff is fun and all, but to me at least it smacks of idiotic gamesmanship.
zen, certainly the dots are assemble-able,
I am inclined to begin with what is most likely, that is that there is nothing, and then look for things that change unlikely into likely ...
that firms have strategic alliances I consider likely to be the case in a world with or without the existence of Wave, so the presence of alliances means nothing on its own.
that Wave has a new deal with a hardware company I consider likely, there are few hardware folks left in the world that Wave does not have a deal with, and while such deals do not amount to much, adding one is something I feel was likely, it seems to be what they do.
that one of these big companies does business in Saudi Arabia I on consider likely.
that owners of networks covering considerable wealth have experienced security breaches I consider likely.
Taking these highly likely things and arranging them to result in a rather unlikely thing can be done, but I see no basis for it other than hope. There is no external reason or evidence to collect these things and put them in the same room.
The whole flow chart of necessary, sufficient, dependency, causality and so on yields all of nothing and everything rather convincingly. That something is convincingly everything or nothing is certainly a fertile place for hope, but to measured risk takers such as myself, my low bar is too high.
finally! a new carrot
WAVX doesn't generally do well without a named carrot. Some carrots drift off in Thailandish floods, other carrots actually land although for less and at greater difficulty and expense than ever indicated.
The new carrot: SaudiBigOil ... Aramco.
Whew, paddling about in the unsafe harbor generally needs a name to replace the externally derived beacon broadly referred to as "North".
Arguments are many, based e.g on the notion that the reseller would not have entered into an agreement unless a big sale was pending (never mind all the other reseller agreements?!@#?).
In any event, things have returned to normal, a new asteroid has been sited, and hope can now focus on potential impact.
alea, it does seem that support doesn't like fractions,
if asked whether they would like 1/2 or 3/100ths its seems self appointed chess players are taking the later, 3 is bigger than 1 it seems.
FWIW the 8-k and 10-Q say:
8-k : " The Purchasers also received warrants to purchase up to 602,410 Common Shares at an exercise price of $0.83 per share. The warrants are exercisable for 5 years beginning on the date of issuance."
10-q : Wave also issued warrants to the subscribers to purchase 602,410 shares of Class A common stock at an exercise price of $0.83 per share. These warrants expire in October 2018.
while the S-3 says : "On March 12, 2013, Wave entered into a Securities Purchase Agreement (the “Purchase Agreement”) with the selling stockholders pursuant to which Wave sold a total of 1,204,820 shares of Class A common stock, priced at $0.01 per share, for an aggregate purchase price of $1,000,000. The selling stockholders also received warrants to purchase up to 602,410 shares of Class A common stock at an exercise price of $0.01 per share. The warrants are exercisable for 5 years beginning on the date of issuance."
The S-3 must be wrong, 1.2m shares at a penny a share does not yield proceeds of $1m.
yup, that's what I think,
a significant recapitalization and a new CEO ... and the new CEO wouldn't take the job without some authority and some credibility building measures which would be hard on the family. The recapitalization would be rather unpleasant to those currently holding in WAVX shares. Given the propensity to dangle carrots and the near lack of carrots in the last CC, it seams they don't even have anything they fell hopeful about ... except "positioning".
it is hard not to wonder though,
it seems to me they were perhaps humble and competent on the early rounds and became arrogant and perhaps less competent on the later efforts.
it is not entirely uncommon.
I was stunned when the proxy only afforded ratios
from 1:2 to 1:4 and posted somewhere I expected 1:10 or at least 1:5.
These guys are really pretty dim.
Certainly throwing $50m at Xpress learnt them nuttin.
The considerable up-front nature of the GM deal had a lasting impact on their ability to see outside of their own office.
While the could have boldly piped at around $3 well before the doughnut hole fully manifest itself, they were still wallering in a GM stupor note seeing that each deal was smaller than the last, each interval greater than the last.
It'd be comical were it not so tragic, but the tragedy was carefully orchestrated by closed minds, closed boards (both kinds: internet boards and corporate boards).
I can't see a rational basis for having or seeking equity exposure to WAVX at this time. It seems many see that was well, something has to explain the volume.
I don't expect to see a reduction in short interest until the bloodbath after the RS.
I believe Wave's current circumstance prohibits many from buying their products at this point. That is part of why I expected a much more robust RS ... face the music, throw current shareholders under the bus, do a big RS (1:10) and then seek major financing of the sort that might include board seats.
That is how I thought they were going to get out of this jam. But the blindness, the pride, and the fear of including anybody else in the power structure appears to be blocking that. So they keep buying into their own unsafe harbor, keep trying to do small changes to broken things because they keep listening to themselves about their "positioning".
Until equity markets no longer provide they will do this. Eventually, equity markets will dry up, they will have to put a serious hunk of the company on the table, and some control (and probably a brand).