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Player...I think the reason that this line of thinking exists is because of the type of posts that pass for DD over the years. So much stock is given to those posts without any confirmation that is visible. Certainly what is visible on the bottom line clearly refute almost all of that rhetoric.
The reasoned debate has always been from the show me side of the coin, not the DD side. The gamble never was missing the train. The numbers and actions of the company made that very plain when you look at how other successful companies operate. The silence, share price and revenue have proven this beyond a shadow of doubt.
Player that is so very spot on. People need to eat and pay bills. Hopefully those that were asked to leave caught on with much more stable employers. And those key folks would have to be crazy to leave to go back to that now.
At this juncture the only source of statement that should be listened to is anything that you can read off EDGAR,. or something that has some numbers attached to it.
Speculation from those not within the company that runs counter to what is known should be treated as completely bogus.
No information for the shareholders to fairly evaluate a RS. (This ranks up as one of the most egregious actions against the shareholders I can recall)
No release of earnings and no reschedule of the conference call.
No concise info on the bridge loan still.
These three items trump all else going forward.
"Imo the Lenovo channel is generating SMB VSC and SED management sales today and has the potential to deliver large customers when Wave gets staffed back up for it. AXA and DB may have come from Lenovo or HP or both."
This is exactly the kind of post that has generated misery for the shareholder base for years.
This is the kind of post that has set expectations very high and completely out of whack with how and where the company is performing.
In light of the truly terrible news that has made an appearance today I don't think this kind of speculation should be met with any approval what so ever.
These posts are what allowed the very things that have crushed this equity to be buried from sight.
.0085. Don't insult the shareholders by trying to invoke heaviest volume ever reference without putting the pre all reverse share price out there as well. Apples to apples.
The concerns that inflict damage on shareholder value are the same today as they were at the turn of the century. The positivity that is posted never lived up to the expectation. Yet certain information is deemed to be more impactful as it pertains to due diligence. Now why is that?
The high volume day myth. Somebody knows something. The high volumes and raises in price have almost always been exit points for those holding shares from PP that used the long shareholders and their hopes of impending news to take profits.
For all practical purpose this stock is a penny stock. It is ripe for manipulation right now because of the lack of news and the nas deadline drawing near. It is on the radar of the penny players because of where the stock was prior to the split. And we know it appeared that forces were stepping up to insure the stock stayed above a dollar during the ten day run.
All speculation as pertains to good things with this company remain purely speculation. The actions of the company with the lack of any news tell the real story.
Why on earth would anybody buy the somebody knows something myth when we are 118 days removed from the end of the third quarter and still no results. No revenued deals pr'd in Q4 that I can remember and Q1 is almost one third gone.
The only option they had to stave off the last delisting notice had nothing to do with revenue ..it was a reverse split. I have to believe this is going to weigh heavily on the nas decision to grant an extension. ..especially when the last extension was met with a rs.
Another huge red flag in hindsight in honor the articles being posted over yonder. It seems that most of the claims and the information was coming from within the company and from those that had ties to the company. I cannot recall many instances where this came from sources without a vested interested.
That isn't meant discount what many have posted over the years, just as it pertained to the branded product line.
A little TPM 1.2/2.0 info via a DELL link...
http://en.community.dell.com/techcenter/enterprise-client/w/wiki/11849.tpm-1-2-vs-2-0-features
Infineon Technologies AG is Microsoft's new Surface Pro 4 (Surface Pro 4) tablet and the first own-brand notebook surfaces book (Surface Book), including the latest personal computing devices in its OPTIGA TPM (Trusted Platform Module) to said supply.
Infineon, TPM 2.0 standards-based "security chip" supplied in the MS Surface Pro 4
The TPM is a specific security chip to store sensitive information, such as the main processor and the individual keys, certificates, passwords.
According to Infineon chip protects the computing devices from unauthorized access with strong security features, operation, and data theft. For example, key and password of the Microsoft BitLocker drive encryption applications are stored securely in the TPM.
The personal computing devices, Microsoft's latest certified the industry's first standards-based TPM 2.0 security controller OPTIGA TPM SLB 9665 has been mounted.
This standard defines the International Standards group members that are participating, such as Intel and Google TCG (Trusted Computing Group).
TPM 2.0 standard is based on a state-of-the-art encryption and security mechanisms, in particular with the requirements of special security devices, as well as laptop IoT, and to meet the needs of mobile computing devices such as a tablet.
http://www.betanews.net/article/626752
I need an explanation from a long. Taking a self imposed sabbatical from posting but still reading. A lot of talk about price manipulation. A lot of talk about agendas. The silence from the company and lack of any revenue bearing news is doing enough to drive the price down. It would seem that any price manipulation done in the trading and on the boards would be coming from those wanting to keep the price over a dollar not the other way around.
Damn if that was right on the mark
Nelzoni I hope you figured a way out from under before the split came down....
You ain't kidding....Luckily, or unluckily, I only had these shares left because of a non executed sell order in an account I hadn't checked for years until a few years ago. Those 41 shares were once almost 5,000 shares and the loss I take on those will certainly be far less than most will end up seeing. If memory serves right I want to say I bought those with some trading money I had on Sirius back in the day way before the XM merger..for that matter some of those shares might have even been bought with profits taken off Gadzooks ticker ZOOX before they disappeared...
41 shares left..........
Hope has nothing to do with vison when it comes to this stock. Being ahead of the curve does not apply. The numbers have historically been terrible, which runs in tandem with how the resources have been handled by those entrusted to run this company with its complicit BOD that have not acted in the shareholder best interest.
Vision and what passes for DD have been the distraction to take the emphasis off the numbers.
The DD has lead to dead ends to numerous to count, expectations that could never be met and surprise in the numbers where there should never have been.
How big is what is being touted as a big deal if it does not bring in revenue?
Hope. The notorious ally of the shareholder. All they have. Hope is one of the most miserable investment strategies one can have. It means you don't truly know what is going on. It also means one must depend on sources and information that are based in speculation. In this investment that usually means only using the information that makes the case that you want to see.
That has crushed most shareholders portfolios. Even after averaging down. Even after adding more shares after reverse splits. That opportunity awaits them again.
There is no pr that has dollar signs attached yet again, though some would have you believe otherwise. They cannot use anymore shares off the shelf. Some are saying otherwise.
We don't know how the bridge loan was/has been retired.
From the close the price needs to nearly quadruple to stay a delisting. I cannot see an extension granted since they were in violation of two requirements getting notice on both and in violation of both at the same time. Without a revenue PR the shareprice will be below $1 yet again after a RS. I cannot see the NAS extending the runway after they did already.
The shares need revenue support nothing else. Supporters who said the prior RS were good things have choked on those words. It's been a terrible thing and all the talk about value and such is nothing but hot air. It only works if there is value in the company. It only works if new shares are not issued after the splits. There is 1 share from before the first split that looks like .00833333 on the calculator today that would take exception to that logic.
Can't wait to see the spin when the shareprice drops under a buck
with no revenue announcement and no ability to sell any shares to raise cash.
Player thanks for the reminder.
The delay of the reality is in. They need a triple in the share price by february. They have about 7 million shares on the shelf. This looks like more of the same do a little so it does not appear as bad as it is and hope something happens before february. Thats if the price can hold level when it splits!
The disregard for this shareholder base is unreal. Lets see what sort of spin is added when there is nothing more than the filing. Taken for granted. .taken advantage of..taken for a ride....oh. just wait its coming.....
A bit misleading to cite 2 year old proxy material. The language to the proxy that affects this RS is listed on this board and I don't see any language like what is being citing in a 2 year old proxy elsewhere.
They are screwed. The dates seem solid to me and even if there is wiggle room they will surely get axed by the 35M rule in February. A 1-20 split puts the shareprice around 4 bucks and it needs to nearly triple from that share price to meet the 35M as there will be just a little over 3 M shares in the float.
2015 Proxy language with dates...
5 Purpose of the Reverse Stock Split
The principal reason for the reverse stock split is to increase the per share trading price of the Company’s common stock which could help to ensure a share price high enough to satisfy the $1.00 per share minimum bid price requirement for continued listing on the NASDAQ Capital Market, although there can be no assurance that the trading price of the Company’s common stock would be maintained at such level or that we will be able to maintain the listing of our common stock on the NASDAQ Capital Market. On January 15, 2015, the Company received notification from the Listing Qualifications division of the NASDAQ Stock Market indicating that the Company’s Class A common stock is subject to potential delisting from the NASDAQ Capital Market because for a period of 30 consecutive business days, the bid price of the Company’s Class A common stock closed below the minimum $1.00 per share requirement for continued inclusion under NASDAQ Marketplace Rule 5550(a)(2) (the “Bid Price Rule”). This notice was the subject of the Company’s filing on Form 8-K filed on January 20, 2015. The NASDAQ notice indicated that, in accordance with NASDAQ Marketplace Rule 5810(c)(3)(A), we were provided 180 calendar days, or until July 14, 2015, to regain compliance. In addition, the notice also provided that if the Company failed to regain compliance with the Bid Price Rule during the initial 180 calendar day period but otherwise met all of the other applicable standards for initial listing on the NASDAQ Capital Market, then the Company may be eligible to have an additional 180 calendar days, or until January 10, 2016, to regain compliance with the Bid Price Rule. We were unable to regain compliance with the Bid Price Rule during the initial 180 calendar days and were not subject to the automatic 180 day extension due to the fact that we did not meet all other applicable standards for initial listing on the NASDAQ Capital Market with the exception of the Bid Price Rule. On September 16, 2015, we were granted an extension by NASDAQ to regain compliance with the minimum $1.00 per share requirement for continued inclusion under the Bid Price Rule until January 12, 2015. Our common shares will remain listed on NASDAQ pending the expiration of the extension granted by the NASDAQ Listing Qualifications Panel. However, there can be no assurance that Wave will be able to regain compliance prior to that date. Wave is seeking to regain compliance with the $1 minimum bid price requirement by effecting the reverse stock split as described in this proxy statement. If stockholders do not approve the reverse stock split or if the Board of Directors
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decide not to effect the reverse stock split, and the trading price of the Company’s common does not otherwise increase to and remain greater than $1.00 per share, it is likely that Wave’s common stock will be delisted from the NASDAQ Capital Market.
The Board of Directors believes that the delisting of the Company’s common stock from the NASDAQ Capital Market, would likely result in decreased liquidity, thereby increasing the volatility of the trading price, of Wave’s common stock, a loss of current or future coverage by certain analysts and a diminution of institutional investor interest. The Board also believes that such delisting could also cause a loss of confidence of industry partners, customers and Company employees, which could harm business and future prospects.
If the Company’s common stock were delisted from the NASDAQ Capital Market, the Company’s common stock would likely still qualify to trade on the OTC Bulletin Board or in the “pink sheets” maintained by the National Quotation Bureau, Inc. The Board believes that in this event, stockholders would likely find it more difficult to obtain accurate quotations as to the price of the Company’s common stock, the liquidity of the Company’s stock would likely be further reduced, making it difficult for stockholders to buy or sell the Company’s stock at competitive market prices or at all, and support from institutional investors and/or market makers that currently buy and sell the Company’s stock would likely decline further, possibly resulting in a further decrease in the trading price of the Company’s common stock.
In evaluating whether or not to authorize the reverse stock split, in addition to the considerations described above, the Board of Directors also took into account various negative factors associated with a reverse stock split. These factors include: the negative perception of reverse stock splits held by some investors, analysts and other stock market participants; the fact that the stock price of some companies that have effected reverse stock splits has subsequently declined back to pre-reverse stock split levels; the adverse effect on liquidity that might be caused by a reduced number of shares outstanding; and the costs associated with implementing a reverse stock split.
The Board of Directors considered these factors, and the potential harm of being delisted from the NASDAQ Capital Market. The Board determined that continued listing on the NASDAQ Capital Market is in the best interest of the Company and its stockholders, and that a reverse stock split is necessary to attempt to maintain the listing of the Company’s common stock on the NASDAQ Capital Market. The Board believes that stockholder approval of the Proposed Amendments which authorizes the Board to effect a reverse stock split at one of three split ratios (1:5, 1:10 or 1:20), as opposed to approval of a reverse stock at a single specified split ratio, provides the Board with increased flexibility to achieve the principal purpose of the reverse stock split as described above while also seeking to minimize to the extent consistent with this purpose the possible decreased liquidity which may result from a reduction in the number of outstanding shares. In determining the reverse split ratio, the Board will consider numerous factors, including the performance of the Company’s common stock, the Company’s projected financial performance, prevailing market and industry conditions and general economic and market trends, and will place emphasis on the expected closing price of the Company’s common stock over the short and longer period following the effectiveness of the reverse stock split with a view to enabling the Company to comfortably meet, for the foreseeable future, the NASDAQ Capital Market’s minimum bid price requirement for continued listing. Even if stockholders approve the reverse stock split, the Company reserves the right not to effect the reverse stock split if the Board of Directors does not deem it to be in the best interests of the Company and its stockholders.
In addition, in determining to authorize the reverse split, the Board considered that a sustained higher per share price of the Company’s common stock, which may result from the reverse stock split, might heighten the interest of the financial community in the Company and potentially broaden the pool of investors that may consider
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investing in the Company, possibly increasing the trading volume and liquidity of the Company’s common stock or helping to mitigate any decrease in such trading volume and liquidity which might result from the reverse stock split. As a matter of policy, many institutional investors are prohibited from purchasing stocks below certain minimum price levels. For the same reason, brokers often discourage their customers from purchasing such stocks. However, as noted above, there can be no assurance that the price of the Company’s common stock would remain above $1.00 per share after the reverse stock split.
There also can be no assurance that, after the reverse stock split, the Company would be able to maintain the listing of the Company’s common stock on the NASDAQ Capital Market. The NASDAQ Capital Market maintains several other continued listing requirements currently applicable to the listing of the Company’s common stock, including a minimum stockholders’ market value of listed securities of $35 million, a minimum of 500,000 publicly held shares, a minimum market value of publicly held shares of $1 million, a minimum of 300 stockholders and compliance with NASDAQ’s corporate governance rules. On August 11, 2015, the Company received notice from the NASDAQ Listings Qualifications Staff indicating that the Company no longer satisfies the minimum $35 million market value of listed securities requirement as required for continued listing on the NASDAQ Capital Market. The Company has been provided a grace period of 180 calendar days, through February 8, 2016, to regain compliance with such requirement. However, there can be no assurance that Wave will be able to regain compliance with such requirement prior to that date. Even if the Company regains compliance with such requirement and remains in compliance with the other requirements of the NASDAQ Capital Market, the Company cannot assure you that it will be able to maintain compliance with all currently applicable ASDAQ Capital Market continued listing requirements.
Stockholders should recognize that if a reverse split is effected, they will own a smaller number of shares than they currently own (approximately equal to the number of shares owned immediately prior to the reverse stock split divided by 5, 10 or 20, depending on which split ratio is implemented and after giving effect to the cash payments in lieu of fractional shares described above). While the Company expects that the reverse split will result in an increase in the market price of the Company’s common stock, the reverse split may not increase the market price of its common stock in proportion to the reduction in the number of shares of its common stock outstanding or result in a permanent increase in the market price (which depends on many factors, including the Company’s performance, prospects, market perception with respect to the reverse stock split and other factors that may be unrelated to the number of shares outstanding).
If a reverse stock split is effected and the market price of the Company’s common stock declines, the percentage decline as an absolute number and as a percentage of the Company’s overall market capitalization may be greater than would occur in the absence of a reverse stock split. Furthermore, the liquidity of the Company’s common stock could be adversely affected by the reduced number of shares that would be outstanding after the reverse stock split. In addition, the reverse split will likely increase the number of the Company’s stockholders who own odd lots (less than 100 shares). Stockholders who hold odd lots typically may experience an increase in the cost of selling their shares, as well as potentially greater difficulty in effecting such sales. Accordingly, a reverse stock split may not achieve the desired results that have been outlined above.
6 Principal Effects of the Reverse Stock Split
1 Number of Shares of Common Stock and Corporate Matters
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The reverse stock split would have the following effects on our common stock and securities convertible into or exercisable for shares of our common stock:
•
each 5, 10 or 20 shares of our Class A Common Stock and Class B Common Stock, depending on the reverse split ratio determined by our Board of Directors, owned by a stockholder immediately prior to the reverse split would become one share of Class A Common Stock or Class B Common Stock after the reverse split;
•
common stock subject to warrants issued by the Company will automatically be proportionately adjusted for the reverse stock split so that the aggregate exercise price thereunder remains unchanged (i.e., the adjusted exercise price times number of warrant shares will remain unchanged); and
•
the number of shares of common stock subject to stock options or similar rights authorized under the Company’s equity incentive plan and employee stock purchase plan will be proportionately adjusted for the reverse stock split ratio and the number of shares of common stock subject to stock options granted to our directors, officers and employees under such plans, and the per share exercise price of these options, will automatically be proportionately adjusted for the reverse stock split so that the aggregate exercise price thereunder remains unchanged (i.e., the adjusted exercise price times number of options will remain unchanged).
2 Effect of the Reverse Stock Split on the Company’s Capitalization
Upon effectiveness of the reverse stock split, the number of shares of our Class A Common Stock issued and outstanding would be reduced from approximately 60,821,141 shares to approximately 12,164,228, 6,082,114 or 3,041,058 shares depending on whether the split ratio determined by the Board of Directors is 1:5, 1:10 or 1:20, respectively. In addition, upon effectiveness, the number of authorized shares of our Class A common stock that are not issued and outstanding would increase from approximately 89,178,859 shares to approximately 137,835,772, 143,917,772 or 146,958,943 shares, depending on whether the split ratio determined by the Board of Directors 1:5, 1:10 or 1:20, respectively. We will continue to have a total of 150 million authorized shares of Class A Common Stock after implementation of the reverse stock split.
Upon effectiveness of the reverse stock split, the number of authorized shares of our Class B common stock that are not issued and outstanding would increase from approximately 12,991,115 shares to approximately 12,998,223, 12,999,112 or 12,999,556 shares depending on whether the split ratio determined by the Board of Directors is 1:5, 1:10 or 1:20, respectively. In addition, the number of shares of our Class B Common Stock issued and outstanding would be reduced from approximately 8,885 shares to approximately 1,777, 889 or 444 shares depending on whether the split ratio determined by the Board of Directors is 1:5, 1:10 or 1:20, respectively. We will continue to have a total of 13 million authorized shares of Class B Common Stock after implementation of the reverse stock split.
The reverse stock split will affect all of our stockholders uniformly and will not change the proportionate equity interests of our stockholders, nor will the respective voting rights and other rights of stockholders be altered, except for possible changes due to the treatment of fractional shares resulting from the reverse stock split. As described below, stockholders holding fractional shares will be entitled to cash payments in lieu of such fractional shares. Common stock issued and outstanding pursuant to the reverse stock split will remain fully paid and non-assessable.
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After implementation of the reverse stock split, we will continue to have 2 million authorized but unissued shares of preferred stock. We currently do not have any plans, proposals, or arrangements, written or otherwise, at this time to issue any of the newly available authorized shares that would result from the reverse stock split of our Class A common stock and Class B common stock.
3 Cash Payment in Lieu of Fractional Shares
We will not issue fractional certificates for post-reverse stock split shares in connection with the reverse stock split. Stockholders who otherwise would be entitled to receive fractional shares because they hold of record immediately prior to the effective time of the reverse stock split a number of shares not evenly divisible by 5, 10 or 20 (depending on whether the split ratio determined by the Board of Directors is 1:5, 1:10 or 1:20, respectively), will be entitled, upon surrender to the exchange agent of certificate(s) representing such shares, to a cash payment in lieu thereof. The cash payment will equal the fraction to which the stockholder would otherwise be entitled multiplied by the average of the closing prices (as adjusted to reflect the reverse stock split) of our common stock, as reported as reported by Bloomberg L.P., during the ten consecutive trading days ending on the trading day immediately prior to the date on which the reverse stock split becomes effective as described below in the first paragraph under “Procedure for Effecting Reverse Stock Split and Exchange of Certificates.” If such price is not available, the fractional share payment will be based on the average of the last bid and ask prices of our common stock on such days (as adjusted to reflect the reverse stock split) or of a fractional interest will not give the holder thereof any voting, dividend or other rights except to receive payment therefor as described herein.
Stockholders should be aware that, under the escheat laws of the various jurisdictions where stockholders reside, sums due for fractional interests that are not timely claimed after the effective time may be required to be paid to the designated agent for each such jurisdiction. Thereafter, stockholders otherwise entitled to receive such funds may have to seek to obtain them directly from the state to which they were paid.
4 Accounting Matters
The reverse stock split will not affect the total amount of stockholders’ equity on our balance sheet. However, because the par value of our common stock will remain unchanged, the components that make up total stockholders’ equity will change by offsetting amounts. As a result of the reverse stock split, the stated capital component will be reduced to an amount approximately equal to 1/5, 1/10 or 1/20 of its present amount (depending on whether the split ratio determined by the Board of Directors is 1:5, 1:10 or 1:20, respectively), after giving effect to the cash payments in lieu of fractional shares described above, and the additional paid-in capital component will be increased by the amount by which the stated capital is reduced. The per share net loss and net book value per share of our common stock will be increased as a result of the reverse stock split because there will be fewer shares of our common stock outstanding. All historic share and per share amounts in our financial statements and related footnotes will be adjusted accordingly for the reverse stock split.
5 Potential Anti-Takeover Effects
If the Proposed Amendments are approved by our stockholders and the reverse stock split is implemented, the increased proportion of unissued authorized shares to issued shares could, under certain circumstances, have an anti-takeover effect. These authorized but unissued shares could be used by the Company to oppose a hostile takeover attempt or to delay or prevent a change of control or changes in or removal of our Board of Directors, including a transaction that may be favored by a majority of our stockholders or in which our stockholders might
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receive a premium for their shares over then-current market prices or benefit in some other manner. For example, without further stockholder approval, our Board of Directors could issue and sell shares thereby diluting the stock ownership of a person seeking to effect a change in the composition of our Board of Directors or to propose or complete a tender offer or business combination involving us and potentially strategically placing shares with purchasers who would oppose such a change in our Board or such a transaction. Although the increased proportion of unissued authorized shares to issued shares could, under certain circumstances, have an anti-takeover effect, the reverse stock split is not being proposed in response to any effort of which we are aware to accumulate the shares of our common stock or obtain control of us, nor is it part of a plan by our management to recommend a series of similar amendments to our Board of Directors and stockholders.
Our Board of Directors does not intend to use the reverse stock split as a part of, or first step in, a “going private” transaction pursuant to Rule 13e-3 under the Securities Exchange Act of 1934, as amended.
7 Procedure for Effecting Reverse Stock Split and Exchange of Stock Certificates
If our stockholders approve the Proposed Amendments and the Board of Directors determines that a reverse stock split continues to be in the best interests of the Company and its stockholders, the Board will determine the split ratio (1:5, 1:10 or 1:20) to be implemented, and we will file the Proposed Amendment reflecting that ratio with the Secretary of State of the State of Delaware. The reverse stock split will become effective as of 5:00 p.m. eastern time on the date of such filing, which time on such date will be referred to as the “effective time.” Except as described above under “Cash Payment in Lieu of Fractional Shares,” at the effective time, each 5, 10 or 20 shares (depending on whether the split ratio determined by the Board of directors is 1:5, 1:10 or 1:20, respectively) of Class A Common Stock and Class B Common Stock, respectively, issued and outstanding immediately prior to the effective time will, automatically and without any further action on the part of our stockholders, be combined into and become one share of Class A Common Stock or Class B Common Stock (as applicable), and each certificate which, immediately prior to the effective time represented pre-reverse stock split shares, will be deemed for all corporate purposes to evidence ownership of post-reverse stock split shares.
Our transfer agent, American Stock Transfer and Trust Company, will act as exchange agent for purposes of implementing the exchange of stock certificates, and is referred to as the “exchange agent.” As soon as practicable after the effective time, a letter of transmittal will be sent to stockholders of record as of the effective time for purposes of surrendering to the exchange agent certificates representing pre-reverse stock split shares in exchange for certificates representing post-reverse stock split shares in accordance with the procedures set forth in the letter of transmittal. No new certificates will be issued to a stockholder until such stockholder has surrendered such stockholder’s outstanding certificate(s), together with the properly completed and executed letter of transmittal, to the exchange agent. From and after the effective time, any certificates formerly representing pre-reverse stock split shares which are submitted for transfer, whether pursuant to a sale, other disposition or otherwise, will be exchanged for certificates representing post-reverse stock split shares. Stockholders who do not have stock certificates for surrender and exchange will have their accounts automatically adjusted in order to reflect the number of shares of common stock they hold as a consequence of the reverse stock split. STOCKHOLDERS SHOULD NOT DESTROY ANY STOCK CERTIFICATE(S) AND SHOULD NOT SUBMIT ANY CERTIFICATE(S) UNTIL REQUESTED TO DO SO.
Even if the stockholders approve a reverse stock split, the Company reserves the right not to effect the reverse stock split if in the opinion of the Board of Directors it would not be in the best interests of the Company and its stockholders.
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8 No Appraisal Rights
Under the Delaware General Corporation Law, stockholders will not be entitled to exercise appraisal rights in connection with the reverse stock split, and the Company will not independently provide stockholders with any such right.
9 Certain United States Federal Income Tax Consequences
The following is a summary of certain United States federal income tax consequences of the reverse stock split generally applicable to beneficial holders of shares of our common stock. This summary addresses only such stockholders who hold their pre-reverse stock split shares as capital assets and will hold the post-reverse stock split shares as capital assets. This discussion does not address all United States federal income tax considerations that may be relevant to particular stockholders in light of their individual circumstances or to stockholders that are subject to special rules, such as financial institutions, tax-exempt organizations, insurance companies, dealers in securities, and foreign stockholders. The following summary is based upon the provisions of the Internal Revenue Code of 1986, as amended, applicable Treasury Regulations thereunder, judicial decisions and current administrative rulings, as of the date hereof, all of which are subject to change, possibly on a retroactive basis. Tax consequences under state, local, foreign, and other laws are not addressed herein. Each stockholder should consult its tax advisor as to the particular facts and circumstances which may be unique to such stockholder and also as to any estate, gift, state, local or foreign tax considerations arising out of the reverse stock split.
1 Exchange Pursuant to Reverse Stock Split
No gain or loss will be recognized by a stockholder upon such stockholder’s exchange of pre-reverse stock split shares for post-reverse stock split shares pursuant to the reverse stock split, except to the extent of cash, if any, received in lieu of fractional shares. See “Cash in Lieu of Fractional Shares” below. The aggregate tax basis of the post-reverse stock split shares received in the reverse stock split, including any fractional share deemed to have been received, will be equal to the aggregate tax basis of the pre-reverse stock split shares exchanged therefor, and the holding period of the post-reverse stock split shares will include the holding period of the pre-reverse stock split shares.
2 Cash in Lieu of Fractional Shares
A holder of pre-reverse stock split shares that receives cash in lieu of a fractional share of post-reverse stock split shares should generally be treated as having received such fractional share pursuant to the reverse stock split and then as having exchanged such fractional share for cash in a redemption by the Company. The amount of any gain or loss should be equal to the difference between the ratable portion of the tax basis of the pre-reverse stock split shares exchanged in the reverse stock split that is allocated to such fractional share and the cash received in lieu thereof. In general, any such gain or loss will constitute long-term capital gain or loss if the holder’s holding period for such pre-reverse stock split shares exceeds one year at the time of the reverse stock split. Deductibility of capital losses by holders is subject to limitations.
10 Recommendation of the Board of Directors
The Board of Directors deems proposal No. 1 to be in the best interests of the Company and its shareholders and recommends that the shareholders vote “FOR” proposal No. 1.
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The Board of Directors deems proposal No. 2 to be in the best interests of the Company and its shareholders and recommends that the shareholders vote “FOR” proposal No. 2.
OTHER MATTERS
As of the date of this Proxy Statement, the Board of Directors does not know of any other matters, which may come before the Special Meeting. If any other matters properly come before the meeting, the accompanying proxy confers discretionary authority with respect to any such matters, and the persons named in the accompanying proxy intend to vote in accordance with their best judgment on such matters.
All expenses in connection with the solicitation of proxies will be borne by the Company. In addition to this solicitation, officers, directors and regular employees of the Company, without any additional compensation, may solicit proxies by mail, telephone or personal contact. The Company will, upon request, reimburse brokerage houses and other nominees for their reasonable expenses in sending proxy materials to the beneficial owners in whose name they hold shares of Common Stock. The Company has engaged The Proxy Advisory Group, LLC, to assist in the solicitation of proxies and provide related advice and informational support, for a services fee, plus customary disbursements, which are not expected to exceed $10,000 in total.
The SEC has adopted rules that permit companies and intermediaries such as brokers to satisfy delivery requirements for proxy statements with respect to two or more stockholders sharing the same address by delivering a single notice or set of proxy materials addressed to those stockholders. This process, which is commonly referred to as “householding,” potentially provides extra convenience for stockholders and cost savings for companies. The Company and some brokers will therefore send a single notice and set of proxy materials to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received notice from your broker or us that they or we will be householding materials to your address, householding will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in householding and would prefer to receive separate proxy solicitation materials or if you are receiving multiple copies of the proxy solicitation materials and wish to receive only one, please notify your broker if your shares are held in a brokerage account or us if you hold registered shares. You can notify us by sending a written request to Mr. Walter A. Shephard, Wave Systems Corp., 480 Pleasant Street, Lee, Massachusetts 01238, (413) 243-1600.
The prompt return of your proxy will be appreciated and helpful in obtaining the necessary vote. Therefore, whether or not you expect to attend the Special Meeting, please sign the proxy card and return it in the enclosed envelope as applicable.
STOCKHOLDER PROPOSALS
Stockholder proposals for inclusion in the proxy materials for the 2016 Annual Meeting should be addressed to the Company’s Secretary, 480 Pleasant Street, Lee, Massachusetts 01238 and must be received by January 1, 2016. In addition, the Company’s By-laws currently require that for business to be properly brought before the 2016 Annual Meeting by a stockholder, regardless of whether included in the Company’s proxy statement, the stockholder must give written notice of his or her intention to propose such business to the Secretary of the Company, which notice must be delivered to, or mailed and received at, the Company’s principal executive offices no earlier than March 17, 2016 and no later than April 17, 2016 (except that if less than seventy (70) days’ notice of the date of the 2016 Annual Meeting is given, notice by the stockholder may be delivered or received no later than the tenth
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(10th) day following the day on which such notice of the date of the 2016 Annual Meeting is given). Such notice must set forth as to each matter the stockholder proposes to bring before the 2016 Annual Meeting: (i) a brief description of the business desired to be brought before the meeting and the reasons for conducting such business at the meeting, (ii) the name and address of the stockholder proposing such business, (iii) the class and number of shares of Common Stock which are beneficially owned by the stockholder and (iv) any material interest of the stockholder in such proposal. The By-laws further provide that the chairman of an annual meeting may refuse to permit any business to be brought before such annual meeting without compliance with the foregoing procedures.
By Order of the Board of Directors,
Walter A. Shephard
Secretary
Wave Systems Corp.
Lee, Massachusetts
December 8, 2015
The Company will provide without charge to each person solicited hereby, upon the written request of any such person, a copy of the Company’s Proxy Statement and Annual Report on Form 10-K (without exhibits) for the year ended December 31, 2014, as filed with the Securities and Exchange Commission on March 9, 2015. Requests should be made to Wave Systems Corp., Attention: Mr. Walter A. Shephard, 480 Pleasant Street, Lee, Massachusetts 01238.
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WAVE SYSTEMS CORP.
PROXY
For the Special Meeting of Stockholders of Wave Systems Corp to be held on December 28, 2015.
This proxy is solicited on behalf of the Board of Directors
The undersigned hereby appoints Walter A. Shephard, with power to act alone and with full power of substitution, as proxy to vote the shares that the undersigned is entitled to vote at the Special Meeting of Stockholders to be held at the Washington Dulles Airport Marriot, 45020 Aviation Drive, Dulles, Virginia on December 28, 2015, commencing at 4:00 p.m., and at any adjournments thereof with all the powers the undersigned would possess if personally present, as specified on the ballot below on the matters listed below and, in accordance with his discretion, on any other business that may come before the meeting, and revokes all proxies given by the undersigned with respect to the shares covered hereby.
(Continued and to be signed on Reverse Side)
Please date, sign and mail your
proxy card back as soon as possible!
Special Meeting of Stockholders
WAVE SYSTEMS CORP.
December 28, 2015
Please Detach and Mail in the Envelope Provided
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The Board of Directors recommends a vote FOR each of the proposals listed below. Please mark your vote with an “X”, as in this example: x
1. To approve an amendment to the Company’s Restated Certificate of Incorporation to effect a reverse stock split of our Class A Common Stock (the “Class A Common Stock Amendment”) whereby, at the discretion of our Board of Directors, each outstanding 5, 10 or 20 shares of the Company’s Class A Common Stock, respectively, would be combined into and become one share of the Company’s Class A Common Stock. If approved, the Board of Directors will have the discretion to effect or abandon the Class A Common Stock Amendment as permitted under Section 242(c) of the Delaware General Corporation Law;
o FOR
o AGAINST
o ABSTAIN
2. To approve an amendment to the Company’s Restated Certificate of Incorporation to effect a reverse stock split of our Class B Common Stock (the “Class B Common Stock Amendment”) whereby, at the discretion of our Board of Directors, each outstanding 5, 10 or 20 shares of the Company’s Class B Common Stock, respectively, would be combined into and become one share of the Company’s Class B Common Stock. If approved, the Board of Directors will have the discretion to effect or abandon the Class B Common Stock Amendment as permitted under Section 242(c) of the Delaware General Corporation Law; and
o FOR
o AGAINST
o ABSTAIN
3.
In their discretion, the proxies are authorized to vote upon such other business as may properly come before the meeting.
Please note that the implementation and effectiveness of the Class A Common Stock Amendment is conditioned upon the approval of the Class B Common Stock amendment by our shareholders at the Special Meeting and the implementation and effectiveness of the Class B Common Stock Amendment thereafter. The implementation and effectiveness of the Class B Common Stock Amendment is conditioned upon the approval of the Class A Common Stock amendment by our shareholders at the Special Meeting and the implementation and effectiveness of the Class A Common Stock Amendment thereafter.
11 MARK HERE FOR ADDRESS CHANGE • AND NOTE AT LEFT
12 This proxy when properly executed will be voted in the manner directed herein by the undersigned stockholder. If no contrary direction is made, this proxy will be voted FOR proposal No. 1 and proposal No. 2
Dated: , 2015
Once again the shareholders are treated like crap. No conference call, asked to vote on a RS without any information to base that decision other than their own fear of whatever they think the ramifications are of voting against...and now zero information from the RS vote and a wonky compliance timeline. How utterly unprofessional. What a total disregard by the BOD of this investor base. Shameful.
Right. That doesn't make any sense. Go back and look at how long it took for the former ceo to buy and actually hold some shares. He turned around and sold whatever he bought at almost every turn. Then had the cover of excuses on the boards excuse those actions. Shareholders should have followed the very same example of not holding shares. Besides his purchase were made from a salary raised on the backs of shareholders via dillutive selling of stock and not selling of product. He never earned any of these shares that he bought and turned around and sold. The financial state of this company under his stewardship plainly spells it out
Sure glad the old regime never awarded themselves unearned bonus pay......how long before solms starts exercising options only to turn around and sell them at a most opportune time. Wonder how many share holders come to the defense of that this time around?
The size of the split will tell you all you need to know about expected revenues...
5,752.30 or 11,504.60 depending on the reverse split.
That's what will be reflected as the all time high closing price on any historical chart after this reverse split.
Any defense of this company for what it has done to the shareholders in indefensible. The DD cannot undo this and cannot predict what is coming..we have seen this for years.
Let those numbers sink in.........
575.23 high close all time on March 27, 2000 thanks to the reverse splits. The number I posted was only going back on the last trading before Christmas. That number needs to sink in to give some perspective that seems to not matter. It matters because that number gives a correlation to truly how much equity was squandered when you compare that to the fine closing price of.13.
Merry Christmas and Happy New Years to all. Resolve to be truthful as it pertains to this investment. Looking and overturning rocks and reading into words is fools gold. If it was happening, you would know it. The only thing stealth anout this investment has been how its value has disappeared and only recently being paid attention to...to the tune of over 146 a share 16 years to the day at the close. Saying it doesn't matter is not being truthful. The truth has been on the side of wary..the dots have led to dry riverbed.
Wave is the coal in the investor stock. From a 143.99 close on this date in 1999 to fighting to stay at .14 today. Year over year the loss of shareholder value has occurred 12 of 16 years with the losses far outweighing the gains..with the stock gaining over 50% of value twice while.losing fifty percent or more seven times. The dd in this stock has been worthless to the investor in this company. It has been a carrot on a string. It is the the heroin..the crack cocaine and meth rolled up in onen. It had been very informitive anout the space. It has created hallucinations as far as where investors have seen this company. It has not served theinvestors well at all.
If the mere inclusion of the word "wave" constitutes a hint because of what cannot be said. ...this could go on seperating people from their cash infinitely.
Higher than that. ...thanks to the coming reverse split.
Three places right of the decimal to the good. I see we are back to that again. Tells a lot about what the market thinks of a stock that you really cannot find many products that retail for less than a single share can be had for. Think about that for a minute...this is the company that many expect to protect millions of devices and the price is found in the cushion money.
The words of where this company is supposed to be and what is coming ring very hollow. Another holiday season approaches like clockwork and like clockwork the investors are staring at another incredible loss of value- 82% from exactly one year ago today and it took a huge move off the all time lows to get it to that sorry number.
All the arguments about what is coming, the delays and all the other words mean absolutely zero because this stock has return nothing of value to the shareholders. It's always more waiting, while the shares get split the sales disappear. Yet no one can agree o what the correct metric is to determine billings and what shows progress.
The share price shows progress and that progress reflected in that price is going to lead to another round of dilution and most likely another boot from the Nasdaq.
To argue about what is the best indicator misses the point. The fact that the argument has to made is the point. The fact that progress has to be pulled from minutia is a problem. The numbers look like garbage and the price reflects it. The cancelling of the CC for the first time since I can ever recall is a garbage move and the release of PR that have zero revenue numbers looks like more of the same..
It's the same turd drapped in the same tired fish wrap trying to be spun as it's different this time. Only it's not.
That chart is looking like one day of irrational buying on news that carried no revenue figures and allowed traders and momo players to take advantage yet again. The following days show walking down of price yet again. Now ten cent off the low. Marching lower towards the end of year and rs.
There is a supposed microsoft wave connection link being posted. if you click on that link and pull up the image it comes from this page in 2013
http://www.notebookcheck.net/FAQ-Security-Solutions-for-Notebooks.87776.0.html
That is some pretty clear and straight to the point verbiage in this. Not surprisingly, there hasn't been any real discussion about the ramifications of this type of language and clauses, if you will, that could seriously effect many shareholders.
What you do see is more of the same conversation that is based up dot connecting. More of the type of discussion that has inflated expectations for years. Once this came down and the share price moved up what I could find in couch cushions the last six months faded into view.
Easy wavoids, the floods have returned to the Philippines. They are getting worse. Just wanted to give you a heads up so you are not blind sided like last time. Consider this my seasonal gift.
This should pull the curtain away and cut the legs out from those who tried and continued to promote the former ceo for something he clearly never was. The stewardship us clearly responsible for where this company finds itself right now. The argument od wether the product is useful or not is moot. The company had the abillity to raise funds regardless and that cash was squandered period
ROT my question to you would be this. Would it be fair to say that if they don't get this tender that much of what was brought to the table by the DD crowd was bogus?
The only reason I ask is because so much has been made of this that it seems like a done deal according to what I have read. If it does not come to pass then I think much of what has been posted is basically an inaccurate, and frankly, tainted view of the company.