Register for free to join our community of investors and share your ideas. You will also get access to streaming quotes, interactive charts, trades, portfolio, live options flow and more tools.
Register for free to join our community of investors and share your ideas. You will also get access to streaming quotes, interactive charts, trades, portfolio, live options flow and more tools.
I have no idea about the rumors going around. We will know when the PR comes out.
If the vote fails, I suppose the price goes back to where it was before the buyout anouncement...what...30 cents or so?
jc
Bell345,
I don't think so. I suspect the only consternation at Motion DNA is the string of panic phone calls asking impatient and nervous questions. They have contracted with ADP Investor Communication Services and Motion DNA's Stock Transfer Agent to handle the vote processing, and when they have the results, we will know. It is just as simple as that. If you go to ADP's website you can find detailed explanation for how the whole process works and how long you may expect it to take. I looked at it last week and concluded it will be tomorrow before we hear anything.
jc
The devil is in the details...from the recent 10Q;
In December of 2004, ZKid Network Co. announced the authorization to buy back up to $1,000,000 Dollars of the company's stock as it sees fit under market conditions. Revenue for this buy back will come from the expected revenue increase generated through our Sharing Way LLC, agreement. Without these revenues we will be unable to repurchase any shares.
In November of 2004, the board of directors authorized a reduction of common stock capital from 500,000,000 shares to 200,000,000 shares. We intend to implement this change in capital in the near future. We believe this action will help limit future dilution of the company's stock and shareholder value. Our short-term cash requirements are approximately $12,000 per month. Our long- term cash requirements will include our continuing fixed operational expenses and marketing expenses associated with responding to subscriber inquiries. The marketing costs will be in direct proportion to the subscriber response generated from co-marketing. The money needed to finance our operational overhead expenses will come from new investors. We may offer common stock on a private stock offering basis.
We are in need of additional cash. In December of 2004, ZKid Network Co. received a commitment for a $250,000 Line Of Credit from Community Bank of Oak Park and that loan was completed and funded at the end of January of 2005. The funds are earmarked to be used for the day to day operating expenses and to repay back Donald Weisberg and Jon Darmstadter monies which were loaned to the company from June 2004-January 2005. These loans were used by the company to pay officer salary to Mr. Mitchell Lederer in the amount of $54,000 and to Sheetal Maharjan as an independent contractor who specializes in our internal internet systems. Money was also loaned for rent, accounting fees, fees for news wire for press releases, internet housing and phone service and other day to day operating expenses.
We may seek additional capital in order finance our proposed operations. We have not identified any specific future financing sources. Our efforts to finance Zkid and its operations may result in the issuance of equity and debt instruments. This and other future financing activity may result in the dilution of shareholder equity. We expect to incur financial losses for the foreseeable future.
FORWARD-LOOKING STATEMENTS:
We have included forward-looking statements in this report. For this purpose, any statements contained in this report that are not statements of historical fact may be deemed to be forward looking statements. Without limiting the foregoing, words such as "may", "will", "expect", "believe", "anticipate", "estimate", "plan" or "continue" or the negative or other variations thereof or comparable terminology are intended to identify forward-looking statements. These statements by their nature involve substantial risks and uncertainties, and actual results may differ materially depending on a variety of factors. Factors that might cause forward- looking statements to differ materially from actual results include, among other things, overall economic and business conditions, demand for the Company's products, competitive factors in the industries in which we compete or intend to compete and other uncertainties of plan of business operations.
RookyTrader...
It does not matter at all. If the vote passes, Formula 51-2 will be required to take receipt of ALL OUTSTANDING SHARES at a price of $3.125 per share...period. The terms of the offer are quite clear. If you bought your shares on the open market, then this applies to you.It does not matter to you or I what happens with anything other than common shares because we don't have any. Most likely, within the prescribed period , you will check your brokerage account one morning, the shares will be gone, having been replaced with cash. I plan to call my brokerage once the results of the voting are anounced to find out what to expect.
jc
Malcom,
Your friend is wrong. The terms of the buyout agreement clearly state $3.125 for all shares outstanding. If you bought shares on the open market, they fall under the agreement.
jc
iOwnSomeNVEI,
Here is the PR about the deposit from F51-2:
Motion DNA Receives $5.6 Million Deposit From Formula 51-2, LLC
Thursday May 26, 9:45 am ET
PHOENIX, May 26 /PRNewswire-FirstCall/ -- Motion DNA Corporation (Pink Sheets: MTDX - News), announced it has received a deposit in the amount of $5,600,000 as part of the agreement with Formula 51-2, LLC for a buyout of all its outstanding shares.
The deposit was due before May 29, 2005 but was delivered on Wednesday by Jamir Miller, Managing Member of Formula 51-2. Last month, the companies agreed to a firm buyout price of $3.125 for each share of the company's outstanding stock. The buyout is awaiting a vote by the shareholders on June 17, 2005. The balance of funds to complete the buyout must be placed in an escrow account at the law offices of Greenburg-Traurig within 30 days of shareholder approval. The buyout agreement allows Formula 51-2 sixty days from the shareholder meeting to complete the acquisition of all the issued and outstanding shares.
*************************************************************
I believe $3.125 is a firm price, but it is called an "average price" when applied to the total shares outstanding because you really can't pay $3.125 for each individual share.
jc
I think it means means 3.125, and not 3.12 or 3.13
Since they are using $3.125 , they call it an average
price. Sort of like paying $2.299 for a gallon of gas. It is an "average price" because we don't have currency for $0.009
But I am only guessing...
jc
Stock, sorry for the poor choice of words. I meant that I don't think we will know anything for sure (about the vote tally) until Wednsday or so. We both know nothing is "a sure thing" until the vote is in. Anyway, here's to high hopes!
jc
Not sure Stock...
ADP Investor Services gives a breakdown of the proxy tabulating process on their website. The average turnaround from the vote date to delivering the results is 3.2 days. If ADP and the Transfer Agent are goint to start counting the votes Monday, we probably won't know anything until Wednsday or so. So I would guess there will be a few more days of just plain not knowing anything.
jc
No, It says 'Motion DNA' should know on or before closing Wednsday next week. I expect we will not know until Thursday or so:
Press Release Source: Motion DNA Corporation
Motion DNA Corporation Issues Notice to Shareholders
Friday June 17, 10:00 am ET
PHOENIX, June 17 /PRNewswire-FirstCall/ -- Motion DNA Corporation (Pink Sheets: MTDX - News) issued a reminder today to all qualified shareholders as of the record date May 16, 2005 that today, Friday June 17, 2005 is the last day to vote on the proposed acquisition by Formula 51-2, LLC.
Those qualified shareholders who have not yet voted may still exercise their vote at any time during the day as specifically instructed in their voting materials packets up until the cut off time of 12:00 a.m. Saturday, June 18, 2005.
Votes will be tallied by ADP Investor Communication Services and Motion DNA's Stock Transfer Agent early next week. The vote outcome is expected to be reported to Motion DNA sometime before the close of business on Wednesday, June 22, 2005.
_______________________________________________________________
I think those who are willing to ride it out, myself included, are holding. Those who have lost nerve or think this is just too good to possibly be true are selling. At least that is why I think the price is doing what it is.
Bottom line...If the vote is "yes", we get $3.125 for each share outstanding...PERIOD. That is the terms of the offer.
If the vote is "no", it will likely drop. The uncertainty is what is making the price jump around...but there is no uncertainty about the terms of the agreement.
jc
cws9,
The only thing I can think of is any uncertainty that the vote
will be "yes"...that and the "fear of skullduggery" factor that goes along with offers that seem too good to be true. I still can't figure out how this thing could be worth $74 Million, but hey, I'm not buying it...just selling my part...LOL
jc
Thanks Snap Hook
I took a relatively small position.
I hope it works out.
Thanks again...
jc
oo_buck
Thanks. I think the deposit is non refundable in the event buyout is approved. So, if F51-2 renegs, it is my belief thay lose the 10%. There are three members on the board. Two of them were in favor of the offer and one was against it because he wanted a better offer. I believe the matter will be approved upon that basis plus the probable approval by retail shareholders.
I realize that T/A is probably made difficult by the affect of the buyout news on the recent activity. I do appreciate you looking at it.
Another one I have followed for years and feel is on the verge of good gains is I2 Technologies (ITWH). They are a very good company that writes B2B supply chain software. They were dealt a terrible blow when the tech bubble burst. As companies crumbled, they lost licensing revenue left and right. They suffered de-listing and were relegated to the pink sheets. But they stuck in there and have recently moved back to profitability ($0.01 1st qtr, $0.09 currently) They undertook a R/S to get share price back up with intention of regaining listing on the NAZ and price has held. The client list is a veritable Who's Who of big business.
http://stockcharts.com/def/servlet/SC.web?c=ITWH,uu[m,a]dacayyay[pb50!b200][vc60][iUb14!La12,26,9]&a...
jc
oo_buck
Thanks for the reply.
Here is a link to the agreement docs from my proxy emailing:
http://ww3.ics.adp.com/streetlink_data/dirMTDX/saB80A.pdf
jc
Hello esteemed board members.
I stumbled onto this board the other day and have since enjoyed
following along.
I would like to enlist the help of any T/A experts in looking at the chart for MTDX for me.
It is currently trading at $1.85 and is the subject of a bonafide
buyout offer at $3.125 for all outstanding shares.
A vote of shareholders is to be tallied on the 16th (next week) to
approve or disapprove the offer.
If anyone here cares to look things over and render an opinion, I would greatly appreciate it.
jc
http://stockcharts.com/def/servlet/SC.web?c=mtdx
Zentman-
Here is a link to the agreement documents.
The agreement clearly states F51-2 must buy
all outstanding shares for $3.125
http://ww3.ics.adp.com/streetlink_data/dirMTDX/saB80A.pdf
Again, an excerpt from a PR:
Press Release Source: Motion DNA Corporation
Motion DNA Signs Agreement With Formula 51-2, for a Buy-Out of All Outstanding Shares for a Final Price of $3.125 Per Share!
Tuesday May 3, 11:10 am ET
PHOENIX, May 3 /PRNewswire-FirstCall/ -- Motion DNA Corporation (Pink Sheets: MTDX - News), announced today that it has signed an agreement with Formula 51-2, LLC for a buyout of all its outstanding shares. The deal with a total value of $74.6 Million will become effective on May 23, 2005, after the company's required shareholder meeting to vote on the issue.
ADVERTISEMENT
After meeting on Thursday, representatives of both companies agreed upon a price of $3.125 for each share of the company. The final agreement has now been signed and a formal vote on the issue by Motion DNA shareholders is scheduled.
___________________________________________________________
The way I see it, the agreement is the answer to your questions.
They agreed to buy all outstanding shares at $3.125
jc
I am fairly certain that the terms of the offer prohibited them from buying on the open market. I will check again and post if that is not the case.
But think about it...a rash of buying in volume would have caused a run and probably driven the price to buyout levels anyhow. And F52 faces the same thing we do, in that the approval is not 100% certain. If they had bought heavily and the vote is "no", they would be in a mess. I am sure the $3.125 figure was well thought out.
The uncertainty of approval is actually in our favor right now.
jc
...A good resource, worth bookmarking IMO:
http://www.theonlineinvestor.com/index.phtml
jc
I am thinking the same. I want to add in little bites. This will move all over the board between now and Thursday. If my perception of the average individual "investor" is accurate, you may even see it break $3.12. Invariably, some will see a post about how "MTDX is going to the moon...don't miss out!"... and will buy in a panic , not even knowing what is going on. I made a pretty fair return on a buyout about two years ago. The offer was for 13 dollars and change. The price did exactly what this one is doing...up, down, all over the place. It even exceeded the offer at times. But the buyout went through, and everyone was happy (except the ones who paid above the buyout price...LOL) I may even sell at a tad below $3 so I don't have to wait 30 days or so to have the funds available for trading.
jc
This one is behaving about as I would expect it to. Price moves up and down with the psychology of a few retail holders. I suspect many can't accept something that seems "too good to be true". But as far as I can tell, given a yes vote, this is a done deal. The paperwork seems in order.
jc
Yes, I agree. My entire episode with the ZKID board was due to a request from someone to "check it out"...so I did...LOL.
I have been doing the same here, believe me, and aside from the obvious risks, I can find nothing to chase me away. It is my method, I guess you would call it, to look for the down side. If I don't find much, I am happy. As for the good points, management is always quick to bring those to light...LOL. If something is legit, it will bear up under scrutiny.
Best of luck to you,
jc
How have you been Chinditone?
I don't know if you remember me from the ZKID board.
...hope you are well.
I have been digging around on this one trying to find any reason to bail, and haven't found one yet. The offer seems genuine and the only unknown at this point is the outcome of the voting.
This one , to me, has a risk-reward ratio I can live with.
Take care...
jc
I wouldn't expect it.
The special meeting of shareholders for the vote is on the 16th.
I suspect this activity is from the way the chart has been building over the last few weeks. It is moving up sharply today on low volume, which indicates how hesitant sellers are. It wouldn't surprise me to see it taken down on a few trades either.
It looks good , IMO.
jc
Just received email confirmation of my vote:
Your voting instructions have been received and recorded for:
MOTION DNA CORPORATION
Meeting to be held on: 06/17/2005
For shareholders of record as of: 05/17/2005
CUSIP: 61978N- 307
This confirmation has been sent from www.ProxyVote.com.
Thank you for voting.
jc
The offer is $74,600,000.00 at $3.125 per share.
That translates to 23,872,000 total shares outstanding.
The Proxy Statement puts the float at 18,102,903 shares.
If 2/3 of insider shares vote "yes" and at least 1/2 of us retail
shareholders vote "yes", it's a done deal.
I recieved my proxy voting notice via Ameritrade, which in
my mind removes any doubt about the authenticity of all this.
This seems very likely to go through, IMO.
Good luck all!
jc
Voted "yes" by proxy today! :
OTION DNA CORPORATION Special Meeting
Meeting Date: 06/17/2005 for holders as of 05/17/2005
CUSIP: 61978N- 307 Your Control Number: xxxx xxxx 6117
Proxy Final Submission. Please check all of the information below for accuracy.
See instructions below and click on the Final Submission button.
Proposal(s):
01 . RATIFYING THE STOCK ACQUISITION AGREEMENT BETWEEN MOTION DNA CORPORATION AND FORMULA 51-2, LLC. A COPY OF THE AGREEMENT HAS BEEN ENCLOSED FOR YOUR REVIEW AND CONSIDERATION.
You Voted: For This Proposal.
Press Release Source: Motion DNA Corporation
Motion DNA Signs Agreement With Formula 51-2, for a Buy-Out of All Outstanding Shares for a Final Price of $3.125 Per Share!
Tuesday May 3, 11:10 am ET
PHOENIX, May 3 /PRNewswire-FirstCall/ -- Motion DNA Corporation (Pink Sheets: MTDX - News), announced today that it has signed an agreement with Formula 51-2, LLC for a buyout of all its outstanding shares. The deal with a total value of $74.6 Million will become effective on May 23, 2005, after the company's required shareholder meeting to vote on the issue.
ADVERTISEMENT
After meeting on Thursday, representatives of both companies agreed upon a price of $3.125 for each share of the company. The final agreement has now been signed and a formal vote on the issue by Motion DNA shareholders is scheduled.
No way...if the vote is "yes" they must buy all outstanding shares for $3.125...PERIOD. There will be a time frame in which this must be done...probably 30 to 60 days. After they are bought, they can shelve them, eliminate them, sell them on the open market, or whatever they want to do with them. It won't matter to any of us because we won't own them anymore. The terms are pretty plain from what I read...$3.125 per share for all outstanding shares.
jc
The chart looks very good.
jc
The more the merrier...at least it appears he made enough to be involved in this sort of investing.
jc
Jamir Miller had a career spanning 9 years in the NFL.
Here are a couple articles highlighting the following points:
1. Miller had a longer than average career and was well paid.
2.For the years 2000,2001 and 2002 Miller made a combined $12 million+ in salaries.
This does not include paid endorsments, paid appearances, etc. ( If any)
http://asp.usatoday.com/sports/football/nfl/salaries/playerdetail.aspx?lname=Miller&player=1583
http://www.blackathlete.net/Blackbox/blackbox051603.html
If Miller was smart with his money, I can see that he may well be in a position to handle this buy out. Everyone feel free to pitch in and find what you can about Miller, good or bad. Thx...
jc
DrV , if you are still there, keep an eye on PDYN
...hope you are enjoing EMIS...
jc
...and the rest of the money is to be deposited within 30 days of a "yes" vote...
It looks better all the time,
jc
Well, the deposit sure helps. It must have been arranged as a form of earnest money. If 51-2 can lay down that kind of cash, I feel a lot better than I did this morning.
jc
I have searched the Arizona Corporations data base and can find no phone number. All I can find is a filing of a recent change of address of the current agent with a contact name:
Formula 51-2, LLC
Registered address on file,
6717 East Meadowlark Lane
Paradise Valley, Az. 85253
Current Agent on file,
J. Gregory Lake, Esq.
7119 East Shea Blvd.
Scottsdale, Az. 85254
That is all I can find.
jc
Does anyone know anything about "Formula51-2,LLC"?
I found the Arizona filing but there are no reports, no list of holdings or activity. I can't find anything on the internet about them except for refferences to this offer to buy MotionDNA. I do have a position in MTDX and I am trying to get a better comfort level about this offer. Has anyone else done any digging into "Formula51-2"?
jc
There is but one thing that I think needs to be addressed by the companies. Is this LOI accompanied by a letter of credit, earnest money, escrow, etc? In other words, do we have reasonable assurance the buying company has the means to do this? Also, what is the time frame for replacing our shares with cash, should this thing go through?
jc
Hard to find much to complain about:
http://bigcharts.marketwatch.com/intchart/frames/frames.asp?symb=hyrf&time=&freq=
jc
Zent...contrary to popular opinion, Market Makers have a high risk/ high reward occupation. They recieve orders from brokers to buy or sell for the broker's client and they are under pressure from the brokerage to fill the orders quickly. If they fail to fill quickly and consistantly, the broker will likely shift his orders to another MM. Also, MM's make money on the spread...the difference between the bid and ask. On high volume days with a small spread, the MM is obliged to move a lot of shares for a relatively small amount of money. Sometimes MM's will Move shares they don't yet have (short) in order to fill orders and keep the big houses (Brokerages like Ameritrade, Scottrade, etc.) happy.
After the smoke from such a frenzied period clears, the MM's will trade among themselves to get back to square one. There is a lot of risk for them if they have a large short position and have trouble covering. MM's can and do lose a lot of money. Of course on the average they come out ahead, or they would go out of business, but they aren't the "Evil Empire" that some of the uninformed like to think they are.
What you are seeing is probably MM's moving shares around to ballance the books.
jc