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Quotes from SEC
The March proposals were enthusiastically received by the
small business commenters as a significant step to facilitating
access to the public market for start-up and developing
companies, and reducing the costs for small businesses to
undertake to have their securities traded in the public markets.
The exemptions and small business integrated registration and
reporting system adopted today are substantially in the form
proposed in the March Release. Regulation A has been revised to
exempt public offerings of non-reporting companies of up to $5
million in a 12-month period and to permit the use of a
simplified question-and-answer disclosure document. Companies
conducting a Regulation A offering will be able to "test the
waters" for potential interest in the company before having to
prepare the mandated offering circular.
The revisions to Rule 504 are adopted with one change --
Rule 504 will not be available to "blank check" companies. Under
New Rule 504, as adopted, non-reporting companies will be
permitted to sell up to $1 million of securities in a 12-month
period, subject to anti-fraud prohibitions. No specific
disclosure document is prescribed, and there is no proscription
on general solicitation. Investors purchasing Rule 504
securities will receive freely transferable securities.
The small business integrated registration and reporting
system, modeled after Form S-18, is adopted with some refinements
in response to public comment. The definition of small business
issuer has been revised to include companies with annual revenues
of less than $25 million whose voting stock does not have a
public float of $25 million or more.
Procedural and timing requirements for commencement of a
Regulation A offering have been revised as proposed to conform to
those used for registered offerings. Requirements as to form,
legibility and signatures for the required offering statement
have been adopted as proposed. The Commission has delegated to
the staff the authority to grant requests to qualify offering
statements under Regulation A.-[54]- The Commission retains the
authority to deny such requests. The authority to act with
respect to requests for withdrawals and abandonments of offering
statements continues to be delegated to the staff.-[55]-
As in the registration context, issuers may begin to offer
the securities to be sold in a Regulation A offering as soon as
the offering statement is filed. Once an offering statement is
filed, a written offer can be made only through the use of a
preliminary or final offering circular. As under the current
Regulation, advertisements and radio and television broadcasts
containing information specified by rule concerning the issuer
and the securities being offered may be used, so long as they
indicate from whom an offering circular may be obtained.-[56]-
Sales may not be made under Regulation A until the
offering statement is qualified. The timing of qualification of
the offering statement has been conformed to that in registered
offerings. Absent the use of a delaying notation procedure, an
offering statement would be deemed qualified 20 calendar days
after being first filed with the Commission.-[57]-
Delivery of a preliminary or final offering circular at
least 48 hours prior to the confirmation of sale is
required.-[58]- Offering circulars must be updated annually
during the term of a continuous offering, as well as revised whenever the information presented has become false and
misleading, material developments have occurred, or there has
been a fundamental change in the information initially presented.
Periodic information regarding the course of the
distribution, as well as information about the application of the
proceeds from the offering, must be filed with the Commission.
Form 2-A has been amended to require data similar to that sought
in connection with registered offerings.
Under new Rule 504, a public offering of up to $1 million in
a 12-month period by a non-Exchange Act reporting company-[61]-
is subject only to the anti-fraud and other civil liability
provisions of the federal securities laws. While the filing of a
Form D with the Commission continues to be required, the
availability of the exemption is not contingent on that
filing.-[62]-
http://www.sec.gov/rules/final/6949.txt
Upon further research….
It appears that the convertible debentures were issued in violation of the Securities
Act, as there was no registration with the SEC. My next post will contain quotes from the SEC website supporting this conclusion. My original concern with the debentures was with the payout of more shares than were originally contracted. In my opinion, this was, at best, unfairly and illegally dilutive to existing shareholders. At worst, one could build a case of PONZI-like intentions, i.e., making early investors whole at the expense of later investors. Under any circumstances, I can find no legal authority for paying out more shares than was contracted.
Bill Branum
And this
Section 2(a)(3); Section 5
Where convertible securities or warrants are being registered under
the Securities Act, and such securities are convertible or exercisable
within one year, the underlying securities also must be registered at
that time, absent an exemption from registration for such conversion
or exercise (such as Section 3(a)(9) for most conversions). When no
such exemption is available and such securities are not convertible or
exchangeable within one year, the issuer may choose not to register
the underlying securities at the time of registering the convertible
securities or warrants, but the underlying securities must be
registered no later than the date such securities become convertible
or exercisable by their terms. Where securities are exchangeable
(i.e. the issuer may chose to convert the securities into other
securities), the underlying securities must be registered at the time
the exchangeable securities are registered since the entire investment
decision that investors will make is made at the time of purchase.
The security holder, by buying the exchangeable security, is in effect
also deciding to accept the underlying security.
b
9. Section 2(a)(3); Section 5
Where convertible securities or warrants are being registered under
the Securities Act, and such securities are convertible or exercisable
within one year, the underlying securities also must be registered at
that time, absent an exemption from registration for such conversion
or exercise (such as Section 3(a)(9) for most conversions). When no
such exemption is available and such securities are not convertible or
exchangeable within one year, the issuer may choose not to register
the underlying securities at the time of registering the convertible
securities or warrants, but the underlying securities must be
registered no later than the date such securities become convertible
or exercisable by their terms. Where securities are exchangeable
(i.e. the issuer may chose to convert the securities into other
securities), the underlying securities must be registered at the time
the exchangeable securities are registered since the entire investment
decision that investors will make is made at the time of purchase.
The security holder, by buying the exchangeable security, is in effect
also deciding to accept the underlying security.
http://www.sec.gov/interps/telephone/1997manual.txt
b
SEVU investors,
This appears to be a PONZI scheme. The initial investors were investing via convertible debentures, at .50 a share. They made out OK. The next series of convertible debentures were in at convertible rates between $1 and $4. The company declared a 2 for 1 split on the convertibles. This is not allowed. All common stock must be split equally. You cannot split one class of common stock without splitting all other classes of common stock.
This is the e-mail I sent
To: "Seaview Video" <general@seaview.com>
Subject: 2 for 1 splits on SOME shares
To: Rich McBride
From: Bill Branum
March 12, 2001
Greetings,
Rich,
I have a serious concern about the 2 for 1 split granted to the original purchasers of the debentures. On what basis was this done? For what reason?
The reason for my concern is that this action lends a “Ponzi” flavor to things. I am a stockholder, but this concerns me. Looking forward to your answer.
Bill Branum
I have not received an answer.
Bill Branum
Is SEVU moving its offices?
It's all over RB that the SEVU offices have closed, possibly moving to another location. Does anyone have any info on this?
Thanks.
Bill Branum
And This....
When I bought mine for .50, the market price was just above $3.
http://ragingbull.lycos.com/mboard/boards.cgi?board=SEVU&read=27111
Asking again
A buyer of the original debentures told me that since they were worth less than paid, he got a “split”. In other words, the company paid double to redeem these debentures. Can anyone else substantiate this?
Bill Branum
Converts
A buyer of the original debentures told me that since they were worth less than paid, he got a “split”. In other words, the company paid double to redeem these debentures. Can anyone else substantiate this?
Bill Branum
Question about trading in SEVU
I’m not sure of the “rules of engagement” in BB stocks, and would appreciate help from someone that knows. I usually trade/invest in either NYSE or NASDAQ companies. In stocks traded on either of those markets, I know if I have the high bid, I will get executed at my bid before a trade happens at a lower price. Likewise, if I have the low offer, I know that I will get executed before a trade occurs at a higher price.
Here’s what happened to me today. At 15:23:24 I placed a limit buy order for 5,000 SEVU at $2.375. At 15:27:28 I got a partial fill for 1,000 shares at $2.375. That left 4,000 open on that offer. I had also placed an order to buy 5,000 SEVU at $2.3125 at 15:22:58, and this order was still open.
So, as of 15:35, I had an open order to buy 4,000 SEVU @ $2.375, and an open order to buy 5,000 SEVU @ $2.3125.
At 15:38:34 I got executed on my buy order @ $2.3125, for 260 shares.
My question is what are the rules governing trades in BB stocks? How on Earth could I get executed on an order at a lower bid price than what I currently have placed at a higher price? All orders were placed with the same broker (Datek).
Looking for insight, your help appreciated.
Bill Branum
Re: Board of Directors
It was legal, and within standard accepted practices. I was just curious if ANYONE else could supply SEC links to legal questions. Guess not.
Bill Branum
Print, Don’t be too quick
to leap to conclusions. I did once upon a time, and was VERY wrong. I’m just asking what the SEC rules are regarding replacement of directors. I could probably find out in 30 minutes, but this time I’d like someone else to find out, and post the link.
Also keep in mind, board meetings are not open to scrutiny, even to shareholders. For all we know, the 1M shares to RM for the patents could have been agreed upon a long time ago, who knows. My point is there are things we are entitled to know, and things we aren’t. SEVU filed the 10Q ON TIME; hopefully the 10K and proxy will be as well.
Bill Branum
A Valid Question from RB (edited)
Richard McBride, Fred Leslie, and Charles Cato are no longer on the board of directors.
Does anyone know what the SEC rules are that govern appointing/removing the officers of a public traded company? In a press release last year they were re-appointed by a shareholder vote (without proxy!) and now they have been removed.
OK, can someone else research this one?
Bill Branum
Answers on Reg S
All you questions on Reg S can be answered here. Good Reading!
http://www.sec.gov/rules/final/33-7505.htm
Bill Branum
Rich stated unequivocally at the open house that no Reg S shares had issued.
Bill Branum
Remember, this was directed at Mr. Cook
Read this in the context of being servered. You are Arch Cook. This is what they want to know. They are not asking questions about Mr. McBride. They are asking questions about YOU, ARCH COOK. The SEC is not asking questions someone else posting under false names, but they are asking questions about YOUR internet account. They are not asking questions about Rich McBrides Personal bank account, BUT YOUS HAS BEEN SEVERED!!
The Documents Required
DOCUMENTS TO BE PRODUCED
Produce the following documents for the period January 1, 1999 to the present (unless another time period is specified):
1. Copies (front and back) of all Seaview stock certificates in your name, or over which you may exercise direct or indirect control.
2. Monthly or other periodic statements of account for all accounts at financial institutions in your name, or over which you exercise direct or indirect control.
3. Monthly or other periodic statements of account for all securities brokerage accounts in your name, or over which you exercise direct or indirect control.
4. All documents and communications concerning transactions in Seaview common stock (free-trading or restricted) by you or any individual or entity under your direct or indirect control, including trade confirmations, wire transfers, correspondence, opinion letters, e-mails, and notes of telephone conversations.
5. All documents concerning loans made by you to Seaview, or received by you from Seaview, including agreements, promissory notes, corporate resolutions, board meeting minutes, cancelled checks, copies of stock certificates (front and back), and correspondence.
6. All documents concerning compensation, bonuses, or gifts paid to you by Seaview, whether in cash or stock, including employment contracts, consulting agreements, board of director or corporate resolutions, cancelled checks, remittance advices, copies of stock certificates (front and back), and Internal Revenue Services Form W-2 and 1099.
7. All documents concerning sales of Seaview products, or orders for Seaview products, during the relevant time period, including correspondence, notes of telephone conversations, memoranda, reports, e-mails, contracts, agreements, customer purchase orders, sales orders, invoices, sales logs, shipping documents, and documents reflecting payments from customers.
8. All documents concerning accounts with internet service providers or internet message or bulletin boards in you name, or under your direct or indirect control, including account opening forms, billing information, correspondence, and documents sufficient to identify any aliases or user names used in conjunction with these accounts.
9. Any dairies, daytimers, calendars, appointment books, telephone call logs and other items which reflect your activities, itineraries, schedule or whereabouts during the revel ant time period.
10. All telephone directories and list, address books, and rolodexes maintained by you or on you behalf for business or personal use during the relevant time period.
SEC Subponea is true. Documents must be furnished by March 5. Testimony on March 22. The requested documents are far-reaching. The investigation concerns SeaView, but the direction is not clear. It could be directed against the company and RM, or it could be directed against A@P. I downloaded the copies from A@P's website. The are in .exe format, but they check out clean in the virus scan. I look forward to input from others who also read these documents.
http://www.insidetruth.com/companies/sevu/faxes/asup.exe
http://www.insidetruth.com/companies/sevu/faxes/asupatch.exe
Bill Branum
Re: Bill Kane
Go to the following link, type in Richard McBride, check the "show alasis" box. No Referance to Bill Kane. Do the same for Bill Kane, nothing is returned. As I remember, the referance to Bill Kane was made on RB a couple of months ago, and never challaged.
http://www.dc.state.fl.us/ActiveOffenders/offendersearch.asp
End of story.
Bill Branum
TWTR acknowledges possibility of SUND purchase:
Tweeter Home Says May Discuss Merger With Sound Advice
(Dow Jones Online News, 02/16/2001 18:33)
WASHINGTON -(Dow Jones)- Tweeter Home Entertainment Group Inc. (TWTR) might again discuss with Sound Advice Inc. (SUND) the possibility of a merger between the two companies, according to a Schedule 13D filed Friday with the Securities and Exchange Commission.
Tweeter, which beneficially owns 336,000 common shares of Sound Advice, an 8.48% stake, said it doesn't have any definitive plans or proposals relating to a Sound Advice acquisition.
Tweeter acquired 137,000 shares from March 1998 to February 1999 for $349,086, and 159,000 shares in January and February for $1,429,681.
The filing said Tweeter felt "current industry dynamics warranted an increase" in its Sound Advice position.
Tweeter, Canton, Mass. retails audio and video equipment in about 83 stores in the U.S.
SUND will report double-digit comps soon for the all-important Q4. The stock has been under SERIOUS accumulation for about 2 weeks now, but is still seriously undervalued. I have no inside information, but I do visit several of their stores on a regular basis, and this is a company that is executing in all categories!!!
Yes, I’m back in
I was wrong. I posted an immediate retraction about the exercise price of the warrants as soon as I read Rich’s response to my report and I verified the fact that the exercise price was $1.00, not $.01. I then sent an email to Rich quoting SEC filings why I still had concerns about stock transfers, and after receiving his email response, and a subsequent phone conversation, I realized I was wrong about the unaccounted shares. That’s when I posted the 2nd statement.
Rich is catching a lot of flack on RB for using message boards. IMO, in the case he was entirely justified. The issues I raised were serious, and I was wrong. Such a public publication of the issues I raised DEMANDS an equally public rebuttal. Rich was entirely correct to address these issues in the way he did.
I request that someone repost my 2nd statement (and this one if you want to) to SI. A@P reposted both Part 1 and Part 2 of my report on SI, but has not posted my subsequent posts. I would like to set the record straight there also.
Bill Branum
I just spoke with Rich
And would like to share his answer to my concerns about the “missing” stock. He states that when the original 5,000,000 shares were issued, 1,170,000 of these new shares went to the group responsible for bring Seaview and Gopher together. This is the source of the shares referred to in the follow quote from the 10Q filed 8/14/2000:
On April 17, 2000 the Company entered into a pooling lock up agreement with the
following parties holding 921,000 shares of restricted stock held for over one
year from the original reverse merger with Gopher, Inc.
Bon Temps Roule Inc. 230,000 shares
Gregory Fox 120,000 shares
Jason Fox 110,000 shares
Tuscano Investments 195,000 shares
John J. Doria 100,000 shares
Calvin Mitchel 100,000 shares
Catherine Kaier 5,000 shares
Joeseph Horshel 6,000 shares
Ronald Glickman 5,000 shares
The agreement restricts the sale of stock for the period April 2000 through
April 2001 to 1/12th of the total holdings. The stock is held with the Company's
transfer agent and an opinion letter is required each month for release of the
shares.
I accept Rich’s explanation of this transaction. It does seem to me a high price to pay to go public (1,000,000 shares originally outstanding in Gopher; 1,170,000 shares to the group above; and 1,430,000 to the group in the S-8 filed on 4-18-99), but I am not an expert in this area, and besides, at this point they were all Rich’s shares anyway.
In regard to the question of the Springs, I accept the explanation offered on the following link:
http://www.investorshub.com/beta/read_msg.asp?message_id=45870
All of the concerns I had about stock transactions have been answered to my satisfaction.
Bill Branum
Still Seeking Answers
In response to Rich’s open letter posted on IHUB today at 9:16AM, I sent Rich an email at 12:40 quoting from SEC filings stating the information that I posted. I asked him to please tell me how the information I posted was incorrect, and if in fact it were incorrect, I would post an immediate retraction on both IHUB and RB. I am awaiting a response.
In his open letter, he made the following statement “ I have not sold a single share and I have not received a single additional share. You will have the simple answer in today’s PR about the Springs.” I assume that means a second PR will be issued today about the Springs. However, that statement also reopens an issue of where did the shares come from to pay for the Springs. At the Open house, he stated that he had acquired additional shares, and those were used to pay for the Springs. Now he states otherwise.
Maybe I’m missing something here. Where did the shares Rich used to pay for the Springs come from?
Bill Branum
ERROR IN REPORT PART 2
In report part 2, I stated that the exercise of the warrants in the 2nd and 3rd quarters were at $.01. This was in error. The exercise price, according to SEC documents, was $1.00 per share. My mistake.
Bill Branum
Part 2 of 2: The bad news
Well, it’s not all bad news. Christie, as reported, was very capable, and definitely an asset to the company. I witnessed her handle a couple of touchy situations like a real pro.
Anyway, on with the report. Immediately upon entering the production/retail area, we saw a wall of Seaview kits, complete and ready for shipment. Open up any box on top, and there was a complete Seaview camera kit. The impression given was one of substantial inventory. Problem is, most of the boxes were EMPTY. Yep, I removed a few boxes on top, and found the ones underneath empty. Then I discovered I could tell if a box was empty or not by tapping on the side with my knuckles (the full boxes made a distinctly different sound than the empty ones). Turns out MOST were empty. At one point as I’m doing this, Mr. J R Cox sees what I doing and ask me how the “sound”. I reply that they sound like some are full and some are empty, and replied with something to the effect of “Yea, that would be about right.” I did find it disturbing that the “wall” of Seaviews was not what it seemed.
One good piece of news from the open house: the UL listing is not an issue, period. I saw a letter of approval from Intertek Testing Services NA Inc. It was report #22868A, issued 9-30-00, and revised 10-30-00. This report certified that SecureView was in compliance with UL standards. By UL procedures, the only thing left for you to able to see a UL sticker with a UL # is for mass production to begin, at which time a UL representative will take a piece off the production line for inspection. Upon verifying compliance, the UL stickers are then applied.
On questions of production, I got the distinct impression that the problem is money. Rich stated that he had a deal completed with a major brokerage company for funding, using his personal shares as security, but the deal fell through when the stock sank below $3 per share. He also stated that he receives 2-3 offers EVERY day to fund production, but the cost would be excessively dilutive. He stated his current plan is to fund mass production by internal revenues. He used the example of priming a pump (yep, he really did choose that example) by generating revenues from sales of hand assembled SecureViews.
The question was raised of what business Seaview has buying an interest in the Springs. Rich’s answer to this was to not answer the question, but to state that the 20% interest in the springs was a gift from him to the company. It was then pointed out that in fact the company did issue 150,000 for that 20% interest, contingent upon these shares being repaid by Rich within a set number of days. Rich stated that this has been done. The question was then asked how that was possible, since he had just shown us all his original share certificates. His reply was that there are things we don’t know, as we haven’t seen the Q4 reports yet, that he had acquired additional shares, and could, as CEO, give himself more shares anytime he wanted to!!!
A little background is necessary to understand the next series of questions. Originally, there were 100 shares of Seaview, a Florida corporation, all owned by Rich. There was also a public shell called Gopher, Inc, with no assets, and 1,000,000 shares outstanding. At the time of the reverse merger, Gopher issued 5,000,000 shares of its stock (and $250,000 cash) for the 100 shares outstanding in Seaview. In effect, Seaview became Gopher, which then changed it’s name to Seaview. So now Seaview has 6,000,000 shares outstanding (1,000,000 to the original owners of Gopher and 5,000,000 to Rich). However, the stock certificate Rich showed us representing his original ownership position is for only 3,830,000 shares. Rich was asked what happened to the other 1,170,000 shares. His replay was that it was a complicated transaction, involving things such as “Founders Shares” and such, but he could assure us there was not a block of 1 million+ shares missing. In other words, he didn’t answer the question. What happened to that other 1,170,000 shares?
More background. The day after the reverse merger, Rich issued himself 2,700,000 shares in the new Seaview for consulting services. We saw this certificate; it was certificate # 2131, dated 5-11-1999. But the certificate for the original 3,380,000 was certificate # 2448, dated 2-16-2000, a full nine months later. Rich explained this by stating that the original had been misplaced, and what we had seen was a re-issued certificate to replace the missing one.
According to SEC filings, there were 200,000 shares issued during the 2nd quarter, and 300,000 shares during the 3rd quarter, for one cent per share, for the exercise of warrants relating to the original Holders of Gopher, Inc. When asked why the existence of these warrants had never been previously disclosed, his answer was that disclosure would be in the forthcoming proxy. When asked if there were more warrants outstanding, his response was no, he had cancelled all outstanding warrants. A follow-up question then revealed that there were additional warrants exercised during the 4th quarter. I found it interesting that the exercise of warrants during the 4th quarter was not disclosed when we on that subject, but only in response to the specific question being asked.
I did not see a GSA number. We were told that the GSA # was listed under New Technology Management, and the number could be verified “electronically.” I did see the order from Tandy, it was from June of last year for 2 units at $399 each, and the order from J C Penny’s was for under $2,000.
Overall, I left quite disillusioned, and sold most of my shares on Monday.
Part 1
My Report
First let me say that many times 2 people can witness exactly same event and have different perceptions of what happened. The things I report as fact are fact. Everything else is just my perception.
The facilities of Seaview are adequate for the job, and are certainly not extravagant. I found it pleasing to know that company money was not being spent on a “showplace” for potential investors.
The open house began by having everyone sign in and receive a name badge. We were each given a 4 page handout to read while waiting for our tour to begin. Here are the quotes from that handout that I consider to be relevant:
“I have made many mistakes over the last two years. My eagerness and enthusiasm to build this company was to open. I never thought that we would get shorted and shorted by the big players, and yet we were.”
“I will tell you that I will not vote my shares at the next stockholders meeting. You can then voice your opinions with your vote.”
“There are areas during the Q&A I will not get into. You will get a no comment. Please don’t waste other stockholders valuable time by re-phrasing the questions.:
“NO or Limited COMMENT”
“4th Quarter Sales or Accounting (These areas will be handled via SEC filings)”
“My Personal Business (I won’t ask you who you bank with or how much you are worth)”
“Vendors and Production Numbers (These things are now classified because of competition)’
“Upcoming Contracts or Status (Only solid contracts or letters of commitment and they will be thru PR’s)”
“The majority of electronic engineering design is jobbed out to several engineering firms. Seaview has an R&D group that struggles with overall design and technical problems. This is a group I am very tough on. I don’t believe in long meetings and expect everyone to have solutions in hand prior to the meeting. The words “I can’t” and “No Way” are not in my vocabulary.”
“Seaview is not in the manufacturing business! We will not be building and shipping SecureViews. This is handled outside by contractors. However you will see that we are helping out with demand by building SecureViews. Close to 200 cameras will be assembled here in the next two weeks. This amounts to approximately $100,000 in gross revenue.”
“You have to remember, SecureView is not merely a product. It is a grouping of parts. Once you have all the pieces, you assemble the parts. This means you have many vendors constantly building the parts. So mass production has been going on.”
After reading the handout, we were taken to a presentation of DentaView by George Bernardich, Seaview COO. I was very impressed with George. He seemed to be very competent. He stated that he had shown DentaView at a tradeshow for dentists in Miami last week. The stated purpose of the trade show was to gauge reception for the product and to take orders. He said the product was received very well, and “a couple” of orders were placed. The system is priced at $699 in B&W and $1199 in color, including camera, monitor, and cart. He also made the statement that this was an extra-occlusar camera, meaning that it was designed for use outside the mouth. The picture quality was very good. When asked about the competition, he said that the other system(s) available were over $5,000, but were intra-occlusar and had options not available with DentaView, such as software that automatically loads the visual information into patients’ files. In my opinion, this system has no future. The images from the camera were very good, but could also be archived with any of-the-shelf $300 consumer camcorder. If and when Seaview adapts this camera to irtra-occlusar (which may or may not require FDA approval), then it could be viable.
Next Rich McBride gave us a presentation on SecureView. Without reservation, this is an AWESOME product. The SecureView camera works in total darkness, but only in a very limited range, about 4 –5 feet. The operative word here is TOTAL. With the least bit of light, the camera does an outstanding job! The demonstration that Rich used for our group was for someone to light a cigarette lighter…. and the whole room was light up like daylight for the SecureView Camera. He also demonstrated the effect using an IR floodlight would have, and the whole room was totally illuminated to the camera, yet in total darkness to us. MOST IMPRESSIVE!!! He also showed us 3 generations of the circuit boards being used inside the cameras. The first was from a year ago, and rather big and bulky. The last was the current version, and was about one inch in diameter. He also alluded to the capability of putting that size circuit board inside an everyday light bulb, which would expand the market for SecureView tremendously. He then left the camera running in the demonstration room and walked us through various parts of the building, plugging the monitor in AC receptacles as he went. SAME AWESOME PICTURE. We even asked him to turn on the microwave in one room to prove it, and he did (with help from the group), and there was NO degrading in the picture. In my opinion, this part of the technology is World Class.
At this point we were directed downstairs to the “production” area. Entering, you see a wall of tool boxes, filled with Seaview orders waiting to be shipped. To the right is MJ. R. Cox , demonstrating the multi-camera setup that was proposed to the parties that may be interested. The multi camera setup is great, but that technology does not belong to Seaview. It’s a package from a third party…..even requires a purchase of their hardware to make it work. Seaview brings cameras that work over existing wiring, that’s all.
h
Part 1
My Report
First let me say that many times 2 people can witness exactly same event and have different perceptions of what happened. The things I report as fact are fact. Everything else is just my perception.
The facilities of Seaview are adequate for the job, and are certainly not extravagant. I found it pleasing to know that company money was not being spent on a “showplace” for potential investors.
The open house began by having everyone sign in and receive a name badge. We were each given a 4 page handout to read while waiting for our tour to begin. Here are the quotes from that handout that I consider to be relevant:
“I have made many mistakes over the last two years. My eagerness and enthusiasm to build this company was to open. I never thought that we would get shorted and shorted by the big players, and yet we were.”
“I will tell you that I will not vote my shares at the next stockholders meeting. You can then voice your opinions with your vote.”
“There are areas during the Q&A I will not get into. You will get a no comment. Please don’t waste other stockholders valuable time by re-phrasing the questions.:
“NO or Limited COMMENT”
“4th Quarter Sales or Accounting (These areas will be handled via SEC filings)”
“My Personal Business (I won’t ask you who you bank with or how much you are worth)”
“Vendors and Production Numbers (These things are now classified because of competition)’
“Upcoming Contracts or Status (Only solid contracts or letters of commitment and they will be thru PR’s)”
“The majority of electronic engineering design is jobbed out to several engineering firms. Seaview has an R&D group that struggles with overall design and technical problems. This is a group I am very tough on. I don’t believe in long meetings and expect everyone to have solutions in hand prior to the meeting. The words “I can’t” and “No Way” are not in my vocabulary.”
“Seaview is not in the manufacturing business! We will not be building and shipping SecureViews. This is handled outside by contractors. However you will see that we are helping out with demand by building SecureViews. Close to 200 cameras will be assembled here in the next two weeks. This amounts to approximately $100,000 in gross revenue.”
“You have to remember, SecureView is not merely a product. It is a grouping of parts. Once you have all the pieces, you assemble the parts. This means you have many vendors constantly building the parts. So mass production has been going on.”
After reading the handout, we were taken to a presentation of DentaView by George Bernardich, Seaview COO. I was very impressed with George. He seemed to be very competent. He stated that he had shown DentaView at a tradeshow for dentists in Miami last week. The stated purpose of the trade show was to gauge reception for the product and to take orders. He said the product was received very well, and “a couple” of orders were placed. The system is priced at $699 in B&W and $1199 in color, including camera, monitor, and cart. He also made the statement that this was an extra-occlusar camera, meaning that it was designed for use outside the mouth. The picture quality was very good. When asked about the competition, he said that the other system(s) available were over $5,000, but were intra-occlusar and had options not available with DentaView, such as software that automatically loads the visual information into patients’ files. In my opinion, this system has no future. The images from the camera were very good, but could also be archived with any of-the-shelf $300 consumer camcorder. If and when Seaview adapts this camera to irtra-occlusar (which may or may not require FDA approval), then it could be viable.
Next Rich McBride gave us a presentation on SecureView. Without reservation, this is an AWESOME product. The SecureView camera works in total darkness, but only in a very limited range, about 4 –5 feet. The operative word here is TOTAL. With the least bit of light, the camera does an outstanding job! The demonstration that Rich used for our group was for someone to light a cigarette lighter…. and the whole room was light up like daylight for the SecureView Camera. He also demonstrated the effect using an IR floodlight would have, and the whole room was totally illuminated to the camera, yet in total darkness to us. MOST IMPRESSIVE!!! He also showed us 3 generations of the circuit boards being used inside the cameras. The first was from a year ago, and rather big and bulky. The last was the current version, and was about one inch in diameter. He also alluded to the capability of putting that size circuit board inside an everyday light bulb, which would expand the market for SecureView tremendously. He then left the camera running in the demonstration room and walked us through various parts of the building, plugging the monitor in AC receptacles as he went. SAME AWESOME PICTURE. We even asked him to turn on the microwave in one room to prove it, and he did (with help from the group), and there was NO degrading in the picture. In my opinion, this part of the technology is World Class.
At this point we were directed downstairs to the “production” area. Entering, you see a wall of tool boxes, filled with Seaview orders waiting to be shipped. To the right is MJ. R. Cox , demonstrating the multi-camera setup that was proposed to the parties that may be interested. The multi camera setup is great, but that technology does not belong to Seaview. It’s a package from a third party…..even requires a purchase of their hardware to make it work. Seaview brings cameras that work over existing wiring, that’s all.
h
My Report will be posted on IHUB at 11:00 AM Monday.
Bill Branum
NOTICE TO ALL WHO SENT QUESTIONS....
The proposed meeting agenda has now been emailed to all who responded. Please reply with any suggestions.
Bill Branum
NO!!!!
A CEO would now the difference. MAINFRAME? Not probable, not even possible.
Bill Branum
Was anyone else bothered by the report of a “mainframe” being stolen? “ This time, the burglar has stolen my personal computer, and our mainframe system.” Please correct me if I’m wrong, but a mainframe system would not even be found in a company the size of Seaview, right?
Bill Branum
Re: SEC FD
Rule 100 of Regulation FD sets forth the basic rule regarding selective disclosure. Under this rule, whenever:
(1) an issuer, or person acting on its behalf,
(2) discloses material nonpublic information,
(3) to certain enumerated persons (in general, securities market professionals or holders of the issuer's securities who may well trade on the basis of the information),
(4) the issuer must make public disclosure of that same information:
(a) simultaneously (for intentional disclosures), or
(b) promptly (for non-intentional disclosures).
http://www.sec.gov/rules/final/33-7881.html
For 2 reasons there is no problem here: 1)This information is neither MATERIAL nor NONPUBLIC (Police reports are public record). 2)Disclourse was not made on a selective basis.
Bill Branum
FINAL NOTICE TO SEVU BOARD
Seahag and I, along with input from several of you, have been working on the logistics for a pre-open house meeting on Saturday morning, and a meeting agenda. Here’s the plan.
Please send all ideas for questions to ME via PM. We request that all questions be submitted no later than noon on Tuesday, January 30 (barring unforeseen developments, of course). We will then compile and divide the questions into broad categories, and will email these back to you in the form of a meeting agenda on Thursday, February 1.
In order to receive a proposed meeting agenda, please PM me with your email address. To RSVP to the meeting, please email me at bill@branum.com with your real name and real email address (no hotmail, etc.) by Thursday, February 1. The reason this request is being made is to weed out no-shows, as Seahag and I will be booking the meeting place. I assure you I will NEVER share this list with anyone, not even Seahag. Why should you believe me? 1) I do not use an alias; I post using my real name. 2) I also occasionally post on RB and Yahoo, also as BillBranum; some of my posts on Yahoo are over 2 years old.
Those who RSVP will be emailed with the location and exact time on Friday morning. The reason for the late notice is to leave as much time as possible for those making late plans to attend the open house.
The question has arisen of whether we should share this agenda with RM before the open house. My suggestion is yes, for several reasons: 1) As a sign of good faith. We are not out to “ambush” anyone; we only want real answers to real questions. 2) Some questions will ask for detailed information, and advance notification will allow it to be available. 3) Some questions will be answerable with documentation, if advance notice is given. 4) Given the nature of the distribution, it’s probably unavoidable anyway.
Bill Branum
UPDATE:
I have already received questions and RSVPs from several of you. Thanks, many issues to resolve. Meeting agendas and time/place info will be distributed as noted above
NOTICE TO SEVU BOARD
Seahag and I, along with input from several of you, have been working on the logistics for a pre-open house meeting on Saturday morning, and a meeting agenda. Here’s the plan.
Please send all ideas for questions to either Seahag or myself via PM. We request that all questions be submitted no later than noon on Tuesday, January 30 (barring unforeseen developments, of course). We will then compile and divide the questions into broad categories, and will email these back to you in the form of a meeting agenda on Thursday, February 1.
In order to receive a proposed meeting agenda, please PM me with your email address. To RSVP to the meeting, please email me at bill@branum.com with your real name and real email address (no hotmail, etc.) by Thursday, February 1. The reason this request is being made is to weed out no-shows, as Seahag and I will be booking the meeting place. I assure you I will NEVER share this list with anyone, not even Seahag. Why should you believe me? 1) I do not use an alias; I post using my real name. 2) I also occasionally post on RB and Yahoo, also as BillBranum; some of my posts on Yahoo are over 2 years old.
Those who RSVP will be emailed with the location and exact time on Friday morning. The reason for the late notice is to leave as much time as possible for those making late plans to attend the open house.
The question has arisen of whether we should share this agenda with RM before the open house. My suggestion is yes, for several reasons: 1) As a sign of good faith. We are not out to “ambush” anyone; we only want real answers to real questions. 2) Some questions will ask for detailed information, and advance notification will allow it to be available. 3) Some questions will be answerable with documentation, if advance notice is given. 4) Given the nature of the distribution, it’s probably unavoidable anyway.
Bill Branum
UPDATE:
I have already received questions and RSVPs from several of you. Thanks, many issues to resolve. Meeting agendas and time/place info will be distributed as noted above
Maybe Mass Production is here?
Maybe? Could be? Should be? Will be? Soon to be? There's Ten Thousand ways to hide behind words....but there are also ways to prove the words true....which will it be?
F&G
Just curious. This is almost like one of those fake wrestling matches, where the defender of truth and justice morphs into a bad guy. For you to be so emphatically negative in your post, when you have always been a voice of reason, even in your doubting questions, makes me question you. Why the abrupt shift? Why not 2 weeks ago when the stock was HALF what it is now? Or 3 weeks ago, when the stock was the same price as now, and A@P was in his glory? Why now, when RM is making sense, not promising the sky, and all of a sudden things look promising for SEVU? Why Now?
Bill Branum
NOTICE TO SEVU BOARD
Seahag and I, along with input from several of you, have been working on the logistics for a pre-open house meeting on Saturday morning, and a meeting agenda. Here’s the plan.
Please send all ideas for questions to either Seahag or myself via PM. We request that all questions be submitted no later than noon on Tuesday, January 30 (barring unforeseen developments, of course). We will then compile and divide the questions into broad categories, and will email these back to you in the form of a meeting agenda on Thursday, February 1.
In order to receive a proposed meeting agenda, please PM me with your email address. To RSVP to the meeting, please email me at bill@branum.com with your real name and real email address (no hotmail, etc.) by Thursday, February 1. The reason this request is being made is to weed out no-shows, as Seahag and I will be booking the meeting place. I assure you I will NEVER share this list with anyone, not even Seahag. Why should you believe me? 1) I do not use an alias; I post using my real name. 2) I also occasionally post on RB and Yahoo, also as BillBranum; some of my posts on Yahoo are over 2 years old.
Those who RSVP will be emailed with the location and exact time on Friday morning. The reason for the late notice is to leave as much time as possible for those making late plans to attend the open house.
The question has arisen of whether we should share this agenda with RM before the open house. My suggestion is yes, for several reasons: 1) As a sign of good faith. We are not out to “ambush” anyone; we only want real answers to real questions. 2) Some questions will ask for detailed information, and advance notification will allow it to be available. 3) Some questions will be answerable with documentation, if advance notice is given. 4) Given the nature of the distribution, it’s probably unavoidable anyway.
Bill Branum
UPDATE:
I have already received questions and RSVPs from several of you. Thanks, many issues to resolve. Meeting agendas and time/place info will be distributed as noted above
Rule 100 of Regulation FD sets forth the basic rule regarding selective disclosure. Under this rule, whenever:
(1) an issuer, or person acting on its behalf,
(2) discloses material nonpublic information,
(3) to certain enumerated persons (in general, securities market professionals or holders of the issuer's securities who may well trade on the basis of the information),
(4) the issuer must make public disclosure of that same information:
(a) simultaneously (for intentional disclosures), or
(b) promptly (for non-intentional disclosures).
http://www.sec.gov/rules/final/33-7881.html
Since the open house and shareholders meeting are on a non-market day, and RM has stated that a press release will be issued after the meeting, then all that is necessary to satisfy FD is that the press release contains all previously nonpublic, material information, and that it is released within a few hours.
In reference to posting information on IHUB, and its' FD implications, you must look at the timing. Had the post been made at 9:25 AM on a Monday morning that's one thing. But to post it to IHUB (with it's almost 5000 posts on the SEVU thread), and soon copied to RB (with its' 20,000 posts on SEVU), and with 2 1/2 DAYS before trading to resume....NO FD PROBLEM HERE.
On a side note, the more I read the negative posts about SEVU, the more I realize the shorts are running out of ammunition. On RB, they are even making an issue out of the suggestion that RM is selling his house!!!
Anyway, Good Luck All, and please respond to my next post if you would like to have YOUR questions asked at the open house.
Bill Branum