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Could they actually start production and not tell anyone until they must!?
One thing I would infer in dealing with too many BSers in my career, lol, is that I think Steipp knows EXACTLY how many machines Visser has now and I don't think it's just one beta machine. He stumbled on that question, IMHO, only because he didn't know if he should say how many they have. (I actually thought that was a pretty funny moment because how can he not know? He goes to the plant or he asks Visser, "we may have an order for x number of parts, can the machinery produce the amount we will need?").
Renderings are just imagination of design artists. Nothing more! They are NOT real.
I hope for you, you was kidding...
I did a quick comparison between the two forms:
p.2
Registration No. 333- 182729
p.3
CALCULATION OF REGISTRATION FEE
Title of Each Class of
Securities to be Registered
Amount to be
Registered
Proposed Maximum
Offering Price
Per Share
Proposed Maximum
Aggregate
Offering Price
Amount of
Registration Fee
Common Stock issuable upon conversion of Senior Convertible Notes due
on September 1, 2013(1) 51,136,370 shares $ 0.352(2) $ 18,000,003(2) $ 2,063
Common Stock issuable upon exercise of Common Stock Purchase
Warrants(1) 28,125,000 shares $ 0.384(3) $ 10,800,000(3) $ 1,238
TOTAL 79,261,370 shares $ 28,800,003 $ 3,301(4)
(1) Pursuant to Rule 416 under the Securities Act of 1933, the securities being registered hereunder also include such indeterminate number of additional
shares of common stock as may be issuable as a result of stock splits, stock dividends, and similar transactions.
(2) Pursuant to Rule 457(g) under the Securities Act of 1933, the proposed maximum offering price (and, accordingly, the amount of the registration fee)
has been calculated based on the conversion price of the Senior Convertible Notes due on September 1, 2013.
(3) Pursuant to Rule 457(g) under the Securities Act of 1933, the proposed maximum offering price (and, accordingly, the amount of the registration fee)
has been calculated based on the exercise price of the Common Stock Purchase Warrants.
(4) Previously paid.
p.10
RISK FACTORS
An investment in our securities involves a high degree of risk and many uncertainties. You should carefully consider the specific factors listed below together
with the other information included in this prospectus before purchasing our securities in this offering. If any of the possibilities described as risks below
actually occurs, our operating results and financial condition would likely suffer and the trading price of our securities could fall, causing you to lose some or
all of your investment in the securities being offered. The risks described below are not the only ones facing us. Additional risks not currently known to us or
that we currently believe are immaterial also may impair our business, operations, liquidity and stock price materially and adversely. The following is a
description of what we consider the key challenges and material risks to our business and an investment in our securities.
We have limited funding to support our current operations.
We anticipate that our current capital resources will be sufficient to fund our operations through at least the end of 2013. After 2013, we may require
additional funding in order to continue operations as a going concern. We have a relatively limited history of producing bulk amorphous alloy components
and products on a mass-production scale. Furthermore, Visser’s ability to produce our products in desired quantities and at commercially reasonable prices is
uncertain and is dependent on a variety of factors that are outside of its control, including the nature and design of the component, the customer’s
specifications, and required delivery timelines. Such factors may require that we raise additional funds to support our operations beyond 2013. There can be
no assurance that we will be successful in securing needed financing at acceptable terms, if at all. If funding is insufficient at any time in the future, we may
be required to alter or reduce the scope of our operations. If we are successful in procuring additional financing when required it will most likely result in our
issuing additional shares and/or rights to acquire shares of our capital stock. Accordingly, our access to additional financing when needed is anticipated to be
dilutive to existing shareholders.
Our indebtedness reduces our financial flexibility and could impede our ability to operate.
In a private placement completed on July 2, 2012, we issued an aggregate of $12 million in principal amount of senior convertible notes. The notes are
payable in twelve equal monthly installments beginning in October 2012. Although the notes are payable through the issuance of shares of our common stock
to holders of the notes, the ability to issue stock in satisfaction of the note payments is subject to various conditions (including trading volume conditions) that
we may not be able to meet. In such event, we could be required to use cash to repay some or all of a portion of the notes, and we may not have the funds to
make such payments when due. Even if we do have the funds to make such cash payments, the payments may adversely affect our ability to fund our
operations. Additionally, the notes issued in July 2012 impose certain restrictive covenants on us that may impede our ability to operate our company. For
example, the notes prevent us from incurring additional debt, with certain exceptions, while the notes are still outstanding. Even if we have the right to satisfy
the notes by issuing shares of our common stock, the shares issued to the holders of the notes could be highly dilutive to our shareholders.
p.120
Item 17. Undertakings.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information
set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered
(if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the
maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;
(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration
statement or any material change to such information in the registration statement.
(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the
termination of the offering.
(4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser, if the registrant is subject to Rule 430C,
each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements
relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the
registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement
or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the
registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to
such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration
statement or made in any such document immediately prior to such date of first use.
p.121
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Rancho Santa Margarita, State of California, on the 2nd day of August , 2012.
LIQUIDMETAL TECHNOLOGIES, INC.
By: /s/ Thomas Steipp
Thomas Steipp
President and Chief Executive Officer
(Principal Executive Officer)
Signature Title Date
/s/ Thomas Steipp
Thomas Steipp President, Chief Executive Officer and Director August 2, 2012
/s/ Tony Chung
Tony Chung Chief Financial Officer August 2, 2012
*
Abdi Mohamedi Chairman of the Board and Director August 2, 2012
*
Ricardo Salas Executive Vice President and Director August 2, 2012
*
Mark Hansen Director August 2, 2012
*
Scott Gillis Director August 2, 2012
*By: /s/ Tony Chung
Tony Chung
Attorney-in-Fact
p.122
EXHIBIT INDEX
The following exhibits are filed as part of, or are incorporated by reference into, this Registration Statement on Form S-1:
Exhibit
Number Document Description
3.1 Certificate of Incorporation (incorporated by reference from Exhibit 3.1 to the Form 10-Q filed on August 14, 2003).
3.2 Bylaws (incorporated by reference from Exhibit 3.2 to the Form 10-Q filed on August 14, 2003).
3.3 Certificate of Designations, Preferences and Rights of Series A Preferred Stock of Liquidmetal Technologies, Inc. (incorporated by reference
from Exhibit 3.1 to the Form 8-K filed on May 6, 2009).
3.4 Certificate of Amendment to the Certificate of Incorporation (incorporated by reference from Exhibit 3.1 to the Form 8-K filed on August 6,
2009).
3.5 Amended and Restated Certificate of Designations, Preferences and Rights of Series A Preferred Stock of Liquidmetal Technologies, Inc.
(incorporated by reference from Exhibit 3.1 to the Form 10-Q filed on November 4, 2010).
3.6 Amendment to ByLaws of Liquidmetal Technologies, Inc. (incorporated by reference from Exhibit 3.1 to the Form 8-K filed on September 21,
2011).
3.7 Second Certificate of Amendment to the Certificate of Incorporation (incorporated by reference from Exhibit 3.1 to the Form 8-K filed on July 2,
2012).
4.1 Reference is made to Exhibits 3.1, 3.2, 3.3, 3.4, 3.5, 3.6 and 3.7
4.2 Form of Common Stock Certificate (incorporated by reference from Exhibit 4.2 to the Form 10-Q filed on August 14, 2003).
5.1 (1) Opinion of Foley & Lardner LLP.
10.1 Amended and Restated License Agreement, dated September 1, 2001, between Liquidmetal Technologies, Inc. and California Institute of
Technology (incorporated by reference from Exhibit 10.1 to the Registration Statement on Form S-1 filed on November 20, 2001 (Registration
No. 333-73716)).
10.2* 1996 Stock Option Plan, as amended, together with form of Stock Option Agreement (incorporated by reference from Exhibit 10.7 to the
Registration Statement on Form S-1 filed on November 20, 2001 (Registration No. 333-73716)).
10.3* 2002 Equity Incentive Plan (incorporated by reference from Exhibit 10.23 to the Registration Statement on Form S-1 (Amendment No. 2) filed
on April 5, 2002 (Registration No. 333-73716)).
10.4* 2002 Non-Employee Director Stock Option Plan (incorporated by reference from Exhibit 10.24 to the Registration Statement on Form S-1
(Amendment No. 2) filed on April 5, 2002 (Registration No. 333-73716)).
10.5 Form of Indemnity Agreement between Liquidmetal Technologies, Inc. and directors and executive officers (incorporated by reference from
Exhibit 10.59 to the Form 10-K filed on March 16, 2006).
10.6 Standard Industrial / Commercial Single-Tenant Lease, dated February 13, 2007, between Liquidmetal Technologies, Inc. and 30452 Esperanza
LLC (incorporated by reference from Exhibit 10.1 to the Form 10-Q filed on May 15, 2007).
10.7 Lease, dated March 19, 2007, between Liquidmetal Technologies, Inc. and Larry Ruffino and Roland Ruffino (incorporated by reference from
Exhibit 10.1 to the Form 10-Q filed on May 15, 2007).
10.8 Form of Common Stock Purchase Warrant issued in connection with the 8% Senior Secured Convertible Subordinated Notes (incorporated by
reference from Exhibit 10.3 to the Form 8-K filed on May 7, 2009).
10.9 Form of Common Stock Purchase Warrant issued in connection with the Series A Preferred Stock (incorporated by reference from Exhibit 10.4
to the Form 8-K filed on May 7, 2009).
10.10* Employment Agreement, dated August 3, 2010, between Thomas Steipp and Liquidmetal Technologies, Inc. (incorporated by reference from
Exhibit 10.1 to the Form 10-Q filed on November 4, 2010).
10.11* Restricted Stock Agreement, dated August 3, 2010, between Thomas Steipp and Liquidmetal Technologies, Inc. (incorporated by reference from
Exhibit 10.2 to the Form 10-Q filed on November 4, 2010).
10.12** Master Transaction Agreement, dated August 5, 2010, between Apple Inc., Liquidmetal Technologies, Inc., Liquidmetal Coatings, LLC and
Crucible Intellectual Property, LLC (incorporated by reference from Exhibit 10.3 to the Form 10-Q filed on November 4, 2010).
10.13 Subscription Agreement, dated August 10, 2010, between Liquidmetal Technologies, Inc. and Norden LLC (incorporated by reference from
Exhibit 10.4 to the Form 10-Q filed on November 4, 2010).
10.14 Consent Agreement between Liquidmetal Technologies, Inc. and holders of the Series A-1 Preferred Stock and holders of the Series A-2
Preferred Stock (incorporated by reference from Exhibt10.5 to the Form 10-Q filed on November 4, 2010).
10.15 Amendment No. 3 to First Amended and Restated Operating Agreement of Liquidmetal Coatings, LLC, dated December 15, 2010 (incorporated
by reference from Exhibit 10.59 to the Form 10-K filed on March 15, 2010).
10.16 Settlement and Equity Interest Purchase Agreement, dated April 6, 2011, between Liquidmetal Technologies, Inc. and SAGA S.p.A.
(incorporated by reference from Exhibit 10.1 on the Form 10-Q filed on May 16, 2011).
10.17 Second Amendment to Credit Agreement, dated June 22, 2011, between Liquidmetal Coatings, LLC, Liquidmetal Coatings Solutions, LLC and
Enterprise Bank & Trust (incorporated by reference from Exhibit 10.1 on the Form 10-Q filed on August 10, 2011).
10.18 Amendment No.1 to Restricted Stock Award Agreement, dated July 27, 2011, between Liquidmetal Technologies, Inc. and Thomas Steipp
(incorporated by reference from Exhibit 10.2 on the Form 10-Q filed on August 10, 2011).
10.19 Stock Purchase Agreement, dated August 5, 2011, between Liquidmetal Technologies, Inc. and Innovative Materials Groups, LLC (incorporated
by reference from Exhibit 10.3 on the Form 10-Q filed on August 10, 2011).
10.20** License Agreement, dated August 5, 2011, between Liquidmetal Technologies, Inc. and Innovative Materials Groups, LLC (incorporated by
reference from Exhibit 10.4*on the Form 10-Q filed on August 10, 2011).
10.21 Second Amended and Restated Operating Agreement of Liquidmetal Coatings, LLC, dated November 30, 2011 (incorporated by reference from
Exhibit 10.65 on the Form 10-K filed on March 30, 2012).
10.22 Second Amended and Restated License and Technical Support Agreement between Liquidmetal Technologies, Inc. and Liquidmetal Coatings,
LLC, dated November 30, 2011 (incorporated by reference from Exhibit 10.66 on the Form 10-K filed on March 30, 2012).
10.23 Form of 8% unsecured Promissory Note issued to Visser Precision Cast, LLC, dated January 17, 2012 (incorporated by reference from Exhibit
10.1 on the Form 10-Q filed on May 15, 2012).
10.24 Form of 8% unsecured Promissory Note issued to Visser Precision Cast, LLC, dated February 27, 2012
(incorporated by reference from Exhibit 10.2 on the Form 10-Q filed on May 15, 2012).
10.25 Form of 8% unsecured Promissory Note issued to Visser Precision Cast, LLC, dated March 28, 2012
(incorporated by reference from Exhibit 10.3 on the Form 10-Q filed on May 15, 2012).
10.26 Form of 8% unsecured Promissory Note issued to Visser Precision Cast, LLC, dated April 25, 2012
(incorporated by reference from Exhibit 10.4 on the Form 10-Q filed on May 15, 2012).
10.27* Liquidmetal Technologies, Inc. 2012 Equity Incentive Plan (incorporated by reference from Exhibit 10.1 to the Form 8-K filed on July 2, 2012).
10.28 Securities Purchase Agreement, dated as of July 2, 2012, by and among Liquidmetal Technologies, Inc. and each of the investors named on the
Schedule of Buyers attached thereto (incorporated by reference from Exhibit 10.1 to the Form 8-K filed on July 2, 2012).
10.29 Registration Rights Agreement, dated as of July 2, 2012, by and among Liquidmetal Technologies, Inc. and the investors named on the Schedule
of Buyers attached thereto (incorporated by reference from Exhibit 10.2 to the Form 8-K filed on July 2, 2012).
10.30 Form of Senior Convertible Note (incorporated by reference from Exhibit 10.3 to the Form 8-K filed on July 2, 2012).
10.31 Form of Warrant to Purchase Common Stock (incorporated by reference from Exhibit 10.4 to the Form 8-K filed on July 2, 2012).
10.32 (1) Master Transaction Agreement, dated as of June 1, 2012, between Liquidmetal Technologies, Inc. and Visser Precision Cast, LLC.
10.33** (1) Manufacturing Services Agreement, dated as of June 1, 2012, between Liquidmetal Technologies, Inc. and Visser Precision Cast, LLC.
10.34 (1) Subscription Agreement, dated as of June 1, 2012, between Liquidmetal Technologies, Inc. and Visser Precision Cast, LLC.
10.35 (1) Security Agreement, dated as of June 1, 2012, between Liquidmetal Technologies, Inc. and Visser Precision Cast, LLC.
10.36 (1) Registration Rights Agreement, dated as of June 1, 2012, between Liquidmetal Technologies, Inc. and Visser Precision Cast, LLC.
10.37 (1) VPC Sublicense Agreement, dated as of June 1, 2012, between Liquidmetal Technologies, Inc. and Visser Precision Cast, LLC.
10.38 (1) 6% Senior Secured Convertible Note, dated June 1, 2012, issued to Visser Precision Cast, LLC.
10.39 (1) Common Stock Purchase Warrant, dated June 1, 2012, issued to Visser Precision Cast, LLC.
10.40 (1) Common Stock Purchase Warrant, dated June 28, 2012, issued to Visser Precision Cast, LLC.
10.41 Amendment Number One to Master Transaction Agreement and Other Transaction Documents, dated June 15, 2012, between Apple Inc.,
Liquidmetal Technologies, Inc., Liquidmetal Coatings, LLC and Crucible Inctellectual Property, LLC.
16.1 Letter from Choi, Kim, Park, LLP (incorporated by reference from Exhibit 16.1 to the Form 8-K filed on December 8, 2011).
21.1 (1) Subsidiaries of the Registrant.
23.1 Consent of Registered Independent Public Accounting Firm, SingerLewak LLP.
23.2 Consent of Registered Independent Public Accounting Firm, Choi, Kim & Park, LLP.
23.3 (1) Consent of Foley & Lardner LLP (contained in Exhibit 5.1).
24.1 (1) Power of Attorney relating to subsequent amendments.
101 The following financial statements from Liquidmetal Technologies, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2011,
formatted in XBRL (eXtensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated
Statements of Operations and Comprehensive Income (Loss), (iii) Condensed Consolidated Statements of Shareholder’s Deficiency and (iv)
Notes to Condensed Consolidated Financial Statements.
The following financial statements from Liquidmetal Technologies, Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2012
(unaudited), formatted in XBRL (eXtensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets, (ii) Condensed
Consolidated Statement of Operations and Comprehensive Income (Loss), (iii) Condensed Consolidated Statements of Shareholders’ Deficiency
and (iv) Notes to Condensed Consolidated Financial Statements.
* Denotes a management contract or compensatory plan or arrangement.
** Portions of this exhibit have been omitted pursuant to a confidential treatment request. Omitted information has been filed separately
with the Securities and Exchange Commission.
(1) Previously filed
p.125
Exhibit 10.41
AMENDMENT NUMBER ONE TO
MASTER TRANSACTION AGREEMENT AND OTHER TRANSACTION DOCUMENTS
This Amendment Number One to Master Transaction Agreement and Other Transaction Documents (this “Amendment”) is entered into as of June
15, 2012 by and between Apple Inc., a California corporation (“Apple”), Liquidmetal Technologies, Inc., a Delaware corporation (“LMT”), Liquidmetal
Coatings, LLC, a Delaware limited liability company (“LMC”), and Crucible Intellectual Property, LLC, a Delaware limited liability company (“LMT-SPE”),
with reference to the following facts:
A. Apple, LMT, LMC and LMT-SPE have previously entered into that certain Master Transaction Agreement, made effective as of August
5, 2010 (as amended and modified, from time to time, the “MTA”).
B. Pursuant to the MTA, LMT and LMT-SPE entered that certain Contribution Agreement dated as of August 5, 2010 (as amended and
modified, from time to time, the “Contribution Agreement”) pursuant to which LMT agreed to contribute to LMT-SPE the LMT Technology at the Closing
Date and for eighteen (18) months thereafter.
C. Pursuant to the MTA, LMC and LMT entered that certain Assignment and Assumption Agreement dated as of August 5, 2010 (as
amended and modified, from time to time, the “Assignment Agreement”) pursuant to which LMC agreed to transfer to LMT the LMT Technology at the
Closing Date and for eighteen (18) months thereafter.
D. Pursuant to the MTA, LMT and Apple entered that certain Security Agreement dated as of August 5, 2010 (as amended and modified,
from time to time, the “LMT Security Agreement”) pursuant to which LMT granted a security interest in certain assets.
E. Pursuant to the MTA, LMT-SPE and Apple entered that certain Security Agreement dated as of August 5, 2010 (as amended and
modified, from time to time, the “LMT-SPE Security Agreement”) pursuant to which LMT-SPE granted a security interest in certain assets.
F. LMT has requested that Apple make certain amendments to the MTA, Contribution Agreement, and Assignment Agreement as provided
for and on the conditions set forth herein.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto amend
the agreements described in the recitals above, as follows:
1. DEFINITIONS. All initially capitalized terms used in this Amendment shall have the meanings given to them in the MTA unless
specifically defined herein.
2. AMENDMENTS.
(a) Section 1(a)(i) of the MTA is hereby amended replacing the first sentence thereof in its entirety with the following:
“‘LMT Technology’ shall mean (A) during the Capture Period any and all Intellectual Property and Intellectual Property Rights that, at any time
during the Capture Period, is: (I) owned or licensed (including, without limitation, sub-licensed) by LMT or LMC, or that LMT or LMC have a
right to use; or (II) owned or licensed (including without limitation sub-licensed) by LMT-SPE, or that LMT-SPE has a right to use, after being
transferred to LMT-SPE by LMT or LMC; and (B) during the Capture Period Extension any and all Intellectual Property and Intellectual Property
Rights that, at any time during the Capture Period Extension, is: (I) owned or licensed (including, without limitation, sub-licensed) by LMT, or that
LMT has a right to use; or (II) owned or licensed (including without limitation sub-licensed) by LMT-SPE, or that LMT-SPE has a right to use,
after being transferred to LMT-SPE by LMT.”
(b) Section 1(a) of the MTA is amended by adding at the end thereof new subsection (v), as follows:
“(v) ‘Capture Period Extension’ shall mean the period commencing on the day after the last day of the Capture Period and ending on February (c) Section 4(b) of the MTA is hereby amended by adding at the end of the first sentence thereof “and the Capture Period
Extension”.
(d) Section 4(c) of the MTA is hereby amended by adding the following immediately after the first sentence therein:
“Without limiting the preceding sentence, LMT shall cause each employee who contributes or will contribute to the development of LMT
Technology to execute and deliver to LMT-SPE an assignment agreement, in form and substance satisfactory to Apple, that recites that all LMT
Technology such employee creates, conceives of and invents prior to and during the Capture Period Extension shall be assigned to LMT-SPE.”
(e) Sections 4(d) and (f) of the MTA is hereby amended by replacing the words “Capture Period” in each place where used therein
with the words “Capture Period Extension”.
(f) Section 4(g) of the MTA is hereby amended by adding the following at the end thereof:
“Without limiting the preceding sentence, LMT and LMT-SPE shall not amend, modify, supplement, amend and restate or replace the LMT
License Agreement except (i) with the prior written consent of Apple or (ii) for the addition to the schedules attached thereto of Intellectual
Property Rights created or acquired during the Capture Period Extension.”
(g) The MTA is hereby amended by adding a new Section 9A immediately following Section 9, as follows:
“9A. Rights of First Notice and First Refusal.
“(a) Apple’s rights under this Section 9A will commence February 6, 2014 and expire February 5, 2016.
(b) Apple will have the right of first notice by LMT of any of the following activities that LMT may pursue with any third party
(including any Affiliate of LMT), which right of first notice may be exercised in accordance with Section 9A(c) below:
“(i) the sale, transfer or other assignment (except by non-exclusive license or exclusive license) of any Intellectual Property
Rights by LMT that have not been licensed by LMT to Apple; or
“(ii) the exclusive or non-exclusive license by LMT of any Intellectual Property Rights in any field of use relating to
Consumer Electronic Products owned, acquired, invented, conceived of, or otherwise developed in whole or in part by
LMT or any of its Affiliates after the Capture Period Extension.
“(c) Prior to LMT commencing any discussions covered by Apple’s rights described in Section 9A(b) with any third party, LMT
must first inform Apple (in writing) of its desire to enter into such discussions, and provide Apple ten (10) business days to
inform LMT whether it wishes to enter into such a transaction, and engage in good faith discussions with Apple for at least thirty
(30) business days (after Apple informs LMT of its desire to enter into such a transaction) toward such an agreement.
“(d) Apple will have the right of first refusal in the event of any of the following activities that LMT may agree to undertake with any
with any third party (including any Affiliate of LMT), which right of first refusal may be exercised in accordance with Section
9A(e) below:
“(i) the sale, transfer or other assignment (except by non-exclusive license or exclusive license) of any Intellectual Property
Rights by LMT that have not been licensed by LMT to Apple; or
“(ii) the exclusive or non-exclusive license by LMT of any Intellectual Property Rights in any field of use relating to
Consumer Electronic Products owned, acquired, invented, conceived of, or otherwise developed in whole or in part by
LMT or any of its Affiliates after the Capture Period Extension.
“(e) Prior to LMT entering into any agreement with any third party related, in whole or in part, to Apple’s rights described in Section
9A(d), LMT must first present Apple (in writing) a proposal to enter into an agreement on the same terms that LMT has finally
agreed with such third party; provide Apple with a full, complete and identical set of such agreement terms, and provide Apple
ten (10) business days to inform LMT whether it wishes to enter into such agreement with LMT on substantially the same or
better terms, when taken as a whole, as were offered to the third party, in which case LMT will, at Apple’s option, enter into the
proposed transaction with Apple (provided that, in the case of a non-exclusive license, the exercise of Apple’s option will not
preclude LMT from also entering into the proposed agreement with the third party).”
(h) Recital A of the Contribution Agreement is hereby amended by replacing the words “the date falling eighteen (18) months after
the Effective Date” in the fifth line thereof with “February 5, 2014”.
(i) Section 1 of the Contribution Agreement is hereby amended by replacing the words “the date falling eighteen (18) months after
the Effective Date” in lines three and four thereof with “February 5, 2014”
3. SECTION 16 OF MTA. Section 16 of the MTA is by this reference thereto incorporated into this Amendment as if restated in its entirety
herein, except that (i) each reference therein to the MTA shall be deemed a reference to this Amendment, mutatis mutandis, and (ii) and in the second
sentence of Section 16(e), the words “both parties” shall be replaced with “the party or parties against whom enforcement of the amendment is sought”. This
Amendment constitutes the entire agreement between the parties relating to the subject matter hereof and supersedes and cancels all other prior agreements
and understandings of the parties in connection with subject matter.
4. EFFECTIVENESS. The effectiveness of this Amendment is hereby conditioned upon receipt by Apple of a fully executed copy of this
Amendment from each party hereto.
5. REAFFIRMATION. Each party hereto acknowledges and reaffirms (i) all of its obligations and duties under the Transaction Documents,
and (ii) that the Apple has and shall continue to have valid, perfected Liens in the Collateral as provided in the LMT Security Agreement and the LMT-SPE
Security Agreement upon the terms and conditions set forth therein.
6. LIMITED EFFECT. In the event of a conflict between the terms and provisions of this Amendment and the terms and provisions of the
Transaction Documents, the terms and provisions of this Amendment shall govern. In all other respects, the Transaction Documents, as amended and
supplemented hereby, shall remain in full force and effect.
7. COUNTERPARTS; EFFECTIVENESS. This Amendment may be executed in any number of counterparts and by different parties on
separate counterparts, each of which when so executed and delivered shall be deemed to be an original. All such counterparts, taken together, shall constitute
but one and the same Amendment. This Amendment shall become effective upon the execution of a counterpart of this Amendment by each of the parties
hereto. This Amendment is a Transaction Document and is subject to all the terms and conditions, and entitled to all the protections, applicable to Transaction
Documents generally.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first set forth above.
APPLE INC.,
a California corporation
By: /s/ Zadesky
Name: Zadesky
Title: VP Product Design
LIQUIDMETAL TECHNOLOGIES, INC.
By: /s/ Tony Chung
Name: Tony Chung
Title: Chief Financial Officer
LIQUIDMETAL COATINGS, LLC
By: /s/ Larry Buffington
Name: Larry Buffington
Title: President/CEO
CRUCIBLE INTELLECTUAL PROPERTY, LLC
By: /s/ Ricardo Salas
Name: Ricardo Salas
Title: President
Amendment Number One to Master Transaction Agreement
p.130
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
We consent to the use in this Amendment No. 1 to Registration Statement (333-182729) on Form S-1 of Liquidmetal Technologies, Inc. and subsidiaries of
our report dated March 30, 2012, relating to our audit of the consolidated financial statements, appearing in the Prospectus, which is part of this Registration
Statement. Our report dated March 30, 2012, relating to the consolidated financial statements includes an emphasis paragraph relating to an uncertainty as to
the Company's ability to continue as a going concern and an explanatory paragraph relating to the adjustments necessary to restate the warrant and earnings
per share information for the 2010 consolidated financial statements.
We also consent to the reference to our firm under the caption "Experts" in the Prospectus.
/s/ SingerLewak LLP
Los Angeles, California
August 2, 2012
Happy reading
A new Form S-1/A has been filed:
Amended Registration statement for face-amount certificate companies
services.corporate-ir.net/SEC/Document.Service?id=P3VybD1odHRwOi8vaXIuaW50Lndlc3RsYXdidXNpbmVzcy5jb20vZG9jdW1lbnQvdjEvMDAwMTE0MDM2MS0xMi0wMzQ5MjYvZG9jL0xpcXVpZG1ldGFsVGVjaG5vbG9naWVzX1MxQV8yMDEyMDgwMy5wZGYmdHlwZT0yJmZuPUxpcXVpZG1ldGFsVGVjaG5vbG9naWVzX1MxQV8yMDEyMDgwMy5wZGY=
I got this message from my broker (IB) today. Don't know, if it's related to your observations.
To all traders:
Wed Aug 1 14:24:37 2012 EST
We have been notified by the exchanges of potentially irregular trading
activities for orders involving multiple securities and exchanges taking
place between approximately 09:30 and 10:15 EST today. This activity is
currently under exchange review and, as is standard practice, may result in
trade cancellations and/or adjustments. We will provide further notification
regarding any such exchange decisions to impacted accounts as received.
Just wanted to quote the same wikipedia text
Even I never heart of this company, it seems a big player. So it's really interesting to have this name on our vendor list.
Something (big?) is growing...I feel it
Thanks for pointing to this vendor list...
I'm a member of a small IT engineering team, which is responsible (engineering/3rd level support) for mobility devices in our company (~20k employees). We have lots of iPhone, Android and fewer Phone 7/Blackberry users.
I'm not involved in these mobility devices (I have other tasks in our team), but of course I discuss a lot of things with my team colleagues.
Fact is, we have LOTS of sync issues with these different Androids models. As you know, Android is very fragmented and fixing bugs (Samsung, HTC...) is really a pain. There are so many models with different firmware.
We don't want to prefer iPhones, but it's a real advantage to stay in the Apple microcosmos. Of course, we have issues with iPhones too, but it's much easier to handle them. Most current iPhones are able to upgrade to the latest firmware.
Many users, which were Android lovers at the beginning, are returning to iPhone, because they are frustrated about Androids fragmentation.
That's just a view from an enterprise environment, so I can't speak for private users.
hmmm..."mac pro is a go"
I don't know if this is a typo of this user, but mac pro is a big workstation (tower). What's the benefit for using liquid metal?
If he meant MacBook Pro, it's another story...unfortunately Apple already released the updated MacBook Pro line in June - as we know without lm.
BUT Apple also confirmed they want to release a new Mac Pro in 2013. Why this long delay for this line? Maybe some parts will be made with lm? Sounds not plausible - but this line was always very high end and very expensive. Maybe that's a little honor to all pro's (which are main customer group for this line and had a very long and painful time in the last years staying with Apple). Maybe thats the official beginning of replacing all aluminium computer cases to liquid metal. Mac Pro would be a perfect model line for such a change. Very expensive, so the additional costs are not an issue. And the sales numbers for this line is the lowest of all Apple computers, so they can use it as a test.
If it is successful and in the meantime production cost are decreasing, they can use it for iMacs, the new Apple TV and the whole MacBook line too.
Why not starting with notebooks? Maybe they don't have to at this moment. MacBooks are still ahead of PC ultrabooks manufacturer (They have big problems with quality and costs.)
iPhone is a must. Samsung is very strong in this market and many iPhone user want to see something really new from Apple. Not a 4S again...
In this scenario, this user comment makes sense...
But It's just an idea...I still have my doubts...
Are they difficult to operate?
Easy...wake up the lqmt management or replace it. And hire some hungry junior sales people. Give them just a minimum base salary and as a bonus lots of lqmt shares, so they are really interested in stock price (it's their own money).
Jeez...this company really needs a motivator...a leader, who's able to communicate and bring transparency back (besides NDA).
It hurts me, how this potential is treated...
For me you are a honest little investor/trader (I mean this positive).
It's not bad, if you want to sell at the next spike. We are all here for making profit. There are just different strategies to achieve this. Some want to get the real big cash of their lifetime and are playing the longterm game, which would get the most profit, if the pps is increasing over the next years (in $ range). But the risk is much higher too. (You know the formula: more risk, more profit)
If the pps don't increase over the years, then these investors will become bagholders and will lose much money.
The other strategy is to play the shortterm game and try to profit from short spikes. If you play it well (and that's really difficult), you will gain much in short time. But the shortterm play is never the big money. (Of course, depends what's your definition for "big money")
Both strategies are ok. If you lose or win money, it doesn't matter, which strategy you have chosen. You're just a loser or a winner
If so called cult members write they will not sell any share, they just want to say, they believe longterm in this company OR they want YOU to believe the same (for whatever reason).
If you sell at the next spike for making cash doesn't mean, you're NOT believing in this company. You're just playing another game. Maybe you will buy back at the next dip with part of your won cash. There's nothing wrong with this.
You own nothing to these members here. Do what you want and what's good for you. (only future will tell which strategy was best...but that's the same for our gurus here too...)
Wish you and all of us good luck!
And don't forget...at the time the sim ejector was built, just a couple of insiders knew about the name liquidmetal.
This has changed a lot. Look at all these last rumors. Nobody needs to explain, what this name is. It's now a common name for a sexy new mysterious material (99% of readers don't had a sample in their own hands). And even Microsoft is using this name for their own publicity.
So, it's possible, that Apple will use this name too for their ads. We just don't know...as usual
I agree. But remember the dark days (or weeks) before the visser deal was filed? It was a very boring time and LQMT in a slow downtrend. Watts wrote, that nothing will happen until the ASHM...and the board was really frustrated and in waiting mode. And concerned about the financial situation too. (Money for only one month left??)
And as nobody exspected it, the visser PR was released...and the infamous CEO video with Apple mentioned...and the Apple deal was timely extended too.
PPS went up (not too much) and there was much to discuss and to speculate here.
So, maybe it will be a hot summer. But whenever you don't expect it, a PR could be released...
Think positive...we KNOW there is some serious work behind the scene...we just don't know what and when it will unveiled.
There is no relationship to lqmt. LIMTECH (Liquid Metal Technologies) is not a company, it's just an alliance between some german and european universities and institutes. Their program is limited for 5 years and is funded with 20 mio euros by the german HDZR organization and their partners.
It seems, LIMTECH is more focused to batteries and energy (solar).
Yes, and please take some pictures...because google maps is old sometimes
Or much better...somebody could install a tiny webcam on a tree in the neighborhood, so nobody have to drive by every few weeks and we all could see the progress live.
Maybe we will see some trucks labeled with Engel or Materion coming in. And some mysterious unlabeled well designed black trucks will leave it toward California.
(kidding)
Thanks for this list.
Didn't know that 3950 Kearney St is already owned by Furniture Row.
So my idea was right. They could easily expand from the 6275 building to the 3950 building, if they want to.
This lot is really huge - for whatever they need it.
But still just (funny) speculations...
P.S.: Thanks for the nice google maps link with all properties...
Some more pictures of 6275 plant:
i1229.photobucket.com/albums/ee462/r_deckard5/stocks/lqmt/vpc_6275_04.jpg
i1229.photobucket.com/albums/ee462/r_deckard5/stocks/lqmt/vpc_6275_05.jpg
i1229.photobucket.com/albums/ee462/r_deckard5/stocks/lqmt/vpc_6275_06.jpg
i1229.photobucket.com/albums/ee462/r_deckard5/stocks/lqmt/vpc_6275_07.jpg
i1229.photobucket.com/albums/ee462/r_deckard5/stocks/lqmt/vpc_6275_08.jpg
i1229.photobucket.com/albums/ee462/r_deckard5/stocks/lqmt/vpc_6275_09.jpg
i1229.photobucket.com/albums/ee462/r_deckard5/stocks/lqmt/vpc_6275_10.jpg
i1229.photobucket.com/albums/ee462/r_deckard5/stocks/lqmt/vpc_6275_11.jpg
It seems streetview pictures are older, as they show two silos with attached pipes on the side of the vpc plant. (same as the bigger plant on the left side)
These silos were demolished in the meantime, so the vpc plant is ready for a new use.
If the owner of these silos (on both sides) is going out of business (or moving away), maybe vpc could extend its sq ft to the bigger buildings too. On the older pictures (with silos on the vpc plant) there are more cars in front of the bigger building (left) -> picture 06 vs picture 04.
but maybe it's just weekend...
Watts, I guess I know the difference, but my english is too limited to explain it exactly.
For me, voila is a (loud) statement -> Here it comes! Here it is!
And voici is just a word for "here". It's not used as a statement, but in general sentences.
Like "Voici la voiture." = "Here is the car."
Voila can be used as a single expression too. "Voila!" (like "I've finished...[something]")
Most time I would combine the word "Voila" with a (hidden) gesture showing your hands to something you want to show...(tataaa)
Sorry, can't explain it better
MM = Market Maker
en.wikipedia.org/wiki/Market_maker
(There are better definitions...)
AABA (Market Maker Company)
www.alphatrade.com/techSupport/marketMakers.html
If it's ONLY for protecting Apples own interests, why did they renew it 4 month AFTER the date expired? So they were 4 month in unprotected state. In this time, another company could have made a new deal with LQMT. Apple would never forget such an important agreement, if they really wanted to protect them.
So, in my opinion, there was a big change in this 4 month, so Apple wanted to extend the period.
And I guess, it's the same (unknown) reason, Visser came full on board.
please correct: from .15 to .57 (unfortunately)
come on guys, of course I like the metaphor of liquidmetal too. But stay real. This is a logo for an OS, not a phone or any hardware.
iOS 6 will be running on different mobile devices (iPhone 4/4s, iPad 2/3, iPod? and of course not yet released devices). Why should they hint a material, if just ONE mobile device will be made of liquidmetal (still rumor)? And even if they ARE using liquidmetal, it could be just some smaller parts. And don't forget...most customers don't know or care about liquidmetal, they may like or dislike the design.
And btw, the last iOS logo had rain drops as background. Do you think it was a metaphor for anything hardware related? No. Maybe it was just nice or cool and now the new logo is just an extension of this theme. Nobody really knows
eTradeSupply.com had this part from the video for sale in their own web shop for $700 (out of stock).
Sorry can't provide you a super-easy-one-click link - website is down LOL
I thought you would automatically read "Old Man" as "Wise Man"
But for your convenience I will add clickable links in my future message, so you don't need to move your fingers to the keyboard for pressing CTRL+C, CTRL+V and one mouse button. This will save you much energy...otherwise wasted energy for e.g. growing a single hair... LOL
(how do you know I am much younger???)
ok, because you're an old man and I respect you, here the direct link: investorshub.advfn.com/boards/read_msg.aspx?message_id=76378062
And btw...you know the short way to go to a specific message?
On top of the username column there's an entry field with a button labeled "Go To Post". Just paste the msg number (in my case 9735) and press the button. Voilà, the message is on top of the list.
Did you looked at the photos from "linie" (msg #9735)?
Should give you more details.
I concluded that the wall thickness is less than one millimeter thick. Granted it is hard to determine because he kept moving it around and wouldn't stop his hand movements long enough to get a good snapshot.
Did you see the pps trend reversal at our partner Materion? On monday it found bottom and now every day we see increasing prices.
I didn't find any news for this change...
Of course, nobody can really predict todays pps. This PR was not just only good or bad, so uninformed people can just buy/sell without thinking. To understand this whole thing, you have to take the time to make your own DD. And the result of this could be positive or negative. It depends, how people read it.
If most investors see it more positive (like me), then it doesn't matter, if Visser bought so many shares. It's more important, that lqmt has a (financial) plan for the next months and they can do, what they need to do.
Yesterday we had a spike of more than 20% just because the CEO talked about Apple. There is still just rumour IF lqmt will profit from Apple.
On the other hand with the current PR we have much more. We have the long waited FACTS, that lqmt is on the right way. I guess, this will drive the pps more than the calculated share price.
But of course, anything can happen in pinky land. I saw sell offs after good PR's and vice versa. So, I expect nothing, but will not sell, if price would fall. Mid-term prospects are now way too good with this Visser deal (imho).
I agree.
Yes, he is a pumper, but in a positive way. For me, he is just excited and shows his emotions. He don't annoy me. This board would be very boring, if he (and Jimmy) wouldn't be here.
I know, there are pumpers in other boards, which are really idiots. Just repeating the same thing over and over again. ("to the moon"...) THATS annoying (for me).
I like the diversity of active members in this board at the moment. Very rare bashers and a good mix of hardcore DD geniuses, some humor and accepted critic.
compliment to all active members!!
Thanks for your links. I even didn't know of this subsidiary.
They registered two trademarks:
ARMACOR (www.trademarkia.com/armacor-76059153.html)
Status/Status Date: SECTION 8 & 15-ACCEPTED AND ACKNOWLEDGED 10/22/2008
ARMAGUARD (www.trademarkia.com/armaguard-85313740.html)
Status/Status Date: SU - STATEMENT OF USE ACCEPTED - APPROVED FOR REGISTRATION 5/21/2012
Liquidmetal Technologies has also several (older) trademarks. Latest one is this word mark:
LIQUIDMETAL (Pump impellers) (www.trademarkia.com/liquidmetal-85313749.html)
Status/Status Date: FIRST EXTENSION - GRANTED 4/30/2012
Okay, I guess, this is nothing new for you guys...but interesting for me
Nobody knows, but the last thing I expect at this convention is anything about a new iPhone (as hardware related).
Yes, we are fully focused on this iPhone/liquidmetal thing, but don't forget their new OS X Mountain Lion. Apple has already published that Mountain Lion will be released in "Summer" or "Late Summer", so I guess, next convention is related mostly to software releases (iOS6 and Mountain Lion) and maybe a new MacBook Pro line, because Apple will not release a new OS X without new hardware.
But of course, maybe they want start a huge firework with iOS6 and iPhone5 AND OS X 10.8 and MacBook Pro...THAT would surprise a lot of people...but I don't expect it.
Maybe somebody who visited the show last friday and wasn't excited about the presentation.
I would be really glad if the new iPhone would have a similar design as shown in this concept renderings. But I guess, it will not happen.
btw, these pictures are not new. First articles released in february...www.concept-phones.com/apple/iphone-5-design-federico-ciccarese-curved-sexy/
edit:
I found another stunning concept design on concept-phones.com www.adr-studio.it/site/?p=394
It's very simple, but I like it. And the artist wants it with liquidmetal too.
These questions should be on the ASHM question list. But I have no doubt, you won't forget your own questions
It is very important for STEIPP to clearly state how there are safeguards in each of these partnerships to prevent the successive breaches of contract made in the SAGA partnership.
It really is incumbent for STEIPP to show that he is CLEARLY independent of the KANG'S, financially and otherwise.
Wanted to buy some shares, but my broker (Interactive Brokers) don't allow it. ("This position can only be closed")
You can't get volume, if traders can't buy shares...
(And no, I won't change my broker for this)
as most pink sheets...this market place is not economy driven. It's a highly speculative and manipulated gambling place.
Of course it's very attractive, because traders COULD make huge profits in one day. (but most of them lose their money over time).
...and it's dangerous, because it's addictive (for some people)...
It's not GarageBand wants to connect to liquidmetal. It's ANY apps that wants to connect to the INTERNET and is looking for a proxy.
And it seems, that the system of this user has proxy.liquidmetal.com configured as a proxy entry. I guess, this is a bug (he's using beta of Mountain Lion). Maybe he was visiting liquidmetal.com in the past and the OS has stored this URL and is using it as an proxy entry now.
weird...(Good chance to spread a new rumour, how Liquidmetal is involved in Apple...hehe...I'm joking...)
yep...these rendered concept pictures are really nice (designed). Much better than the last leaked pictures from the back plate...