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"Furth claims to still hold his 42 Million but technically he does not have to file because that is not even required for the 700 Million."
Not so.
If the Signature Fund sold shares so that they held less than 5% they would be required to file a 13 G/A in accordance with:
"Item 5.
Ownership of 5 Percent or Less of a Class. If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following [ ].
http://www.law.uc.edu/CCL/34ActRls/rule13d-102.html
"I have PACER and this case does not come up there under Spongetech Del. Systems and All Courts".
"All Courts" is just a selection feature in the Pacer system. It means all courts that Pacer covers...U.S. Appellate, District, and Bankruptcy courts.....not all courts under the sun.
http://pacer.psc.uscourts.gov/psco/cgi-bin/links.pl
"whose responsibility
is it for notifying spongetech's
mgmt of drakeford's issues with
another co. entirely?"
No one's. But that's not the proper question.
The proper question is "Whose responsibility was it to notify Spongetech's management of the revocation of Drakeford's license?"
And there are 3 parties who each clearly had that very responsibility.
1. The licensing body.
The PCAOB issued a public notice on 6/16/09.
2. Drakeford.
At the time of revocation, Drakeford was the certifying public accountant for the company and should already have initiated the process of auditing the company's financial statements for the year ended 5/31/09.
3. Frank Lazauskas.
As the sole member and chairman of the company's audit committee he had the responsibility to act as liaison with Drakeford on behalf of management and stay apprised of any actions of the PCAOB that might affect the company.
Anecdotal information is available to support that the Drakeford revocation was not a well kept secret. Obviously, "all" of Drakeford's clients were impacted.
For example, Terra Energy Resources.
On 8/4 they filed an 8-K indicating the following:
"On June 24, 2009 the Issuer was notified that the Drakeford & Drakeford, L.L.C. (“Drakeford”), the Company’s certifying accountant, would not stand for re-election. The Issuer understands that the decision of Drakeford not to stand for re-election was based upon the revocation of the registration of Drakeford by the Public Company Accounting Oversight Board."
On 10/2 Terra received a letter from the SEC saying, among other things, "Reference is made to our letter to you dated July 15, 2009. As requested in the last paragraph of our letter to you, please tell us how you intend to address any re-audit requirements. The requested response should be filed within five business days."
Whether Spongetech received similar communications or not is not my point. My point is that at least one of Drakeford's clients, a client that was not in mid-audit I might add, was aware of the revocation eight(8) days after it occurred.
There is NO excuse for Spongetech to not have been aware of Drakeford's revocation on a timely basis. In fact it should have been difficult for them to ignore.
Wadi,
2 birds one stone:
The "ineffective" amendment issue is addressed in this table:
http://messages.finance.yahoo.com/Business_%26_Finance/Investments/Stocks_%28A_to_Z%29/Stocks_S/threadview?bn=100008&tid=106111&mid=107721
And you're right about the restriction issue.......it happens to be governed by the 1933 Act, but the 1933 vs 1934 question is moot.
K,
I'm pretty sure that that was really Avi Mirman. He seemed sincerely miffed and offered up what sounded to me like authentic details. Patchman's following statement, which I wasn't aware of when I posted AM's quote, seems to support the connection:
"In this document you will read about 20 Million shares due and you will read how those shares (warrants) can not be delivered because there are no shares available to deliver."
I have not been able to find ANY documents like that published on my own and no one I know of has either. If you have time and are so inclined, the following will take you to the NYS Unified Court System documents, such as they are....not very helpful.
Try this link and enter the letters:
http://iapps.courts.state.ny.us/webcivil/FCASMain
Click on "Party Search"
You may be taken to another page requiring letter entries.
Enter Cresta Capital in the Party Name page, as plaintiff, and click on Find Case.
Click on the highlighted Index number (004584/2010).
You'll be taken to a mini page with a number of menu items across the bottom. In other cases, specifically the MSG case, one of the menu items is "E-filed Documents", which in the MSG case takes you to copies of all the documents in the case. For reasons that are above my pay grade that tab does not appear in the Cresta case. What this means to me is that patchman has been able to secure whatever documents he has outside the Unified Court System file program.
Please note that I MAY be all wet on this Cresta connection, but I don't think so. I was surprised to read patchman's statement that "This memo is a document found in a court case filed in New York City." The Cresta suit was filed in Suffolk County, not NYC.
Good Luck.
ps. For some reason I am unable to view his most recent .doc link. I hope this still makes sense in terms of what it contains.
Karma,
I think that it's generally accepted that the suit involves Cresta Capital (Actually there's a suit and a countersuit involving Cresta).
While I have no idea what's hiding under the redactions, maybe you'll at least find this interesting......I know you do Yahoo, so maybe you've seen it:
In early March a principal of Cresta, Avi Mirman, went to the Yahoo board and made a plea for posters to help him identify Mingy.......he was accusing Mingy of various forms of harrassment. Anyway he put up a handful of posts, all on one thread, and split. His first post included the following statement:
"1. Cresta has a warrant to purchase 20,000,000 shares of SPNG at .0083 as a result of our investment banking agreement.
http://messages.finance.yahoo.com/Stocks_%28A_to_Z%29/Stocks_S/threadview?m=mm&bn=100008&tid=123202&mid=123202&tof=-1&rt=1&frt=2&off=41
I don't know if that warrant is involved at all, but it wouldn't surprise me. It's worth $700,000 bucks plus at todays pps.
"That is not the case here"
Ris,
I'm pretty sure that you're right about that. Quite sure. But just for the sake of argument on a rainy New York morning, and given that we are being deprived by the company of any filings that would document the issue, consider this:
The company has issued shares to RM in the past for cash flow needs. They have indicated an intent to repurchase those shares and, at least on some occasions, indicated their intention to cancel them upon repurchase....versus re-issuing them as needed. eg., from the last yellowed 10Q:
"On April 16, 2009, RM Enterprises cancelled 526,585,544 common shares to reduce the common shares issued and outstanding from 1,249,451,605 to 722,866,061 common shares. These common shares were put back into the treasury."
It is my understanding, and this may a big hole in the argument if incorrect, that the fact that those 526m shares had been canceled did not alter their status in terms of the authorized amount. That is to say, the authorized number at the time (1,250,000,000) included the 526m shares even AFTER their cancellation for the purpose of determining whether additional shares could be issued.
Continuing under that assumption:
Suppose the company basically used the shares as a credit line, issuing shares as needed and then repurchasing and canceling them when cash position allowed, requiring a regular increase in authorized shares to accommodate the routine. Resulting, as Karmasaur suggested, in a couple billion canceled common shares residing in the treasury....where they can't participate in eps calculations, voting, market impact, etc........yet still eat into the authorized share number.
Other factors make this seem like a silly argument. The simplest one is:
Why not just hold them for re-issue and not cancel them? That would eliminate the need to constantly increase the authorization.
Maybe that method would highlight the appearance of the process being an interest free loan from a related party.
For which shares were issued as security. Marketable if the loans weren't re-paid according to unreported terms.
I don't know. Obviously. But I offer it up as food for thought, which MIGHT support Karma's concept......if not reasonably, at least in theory.
On the bottom row it appears that the eye shadow applicators are hung so we can see the back. I'm having trouble zooming in and maintaining resolution. It seems to say:
"Manufactured for Dicon Technologies Black Creek, GA. XXXXX
Made in China"
Am I reading it right?
It appears that the GS motion to be relieved of duty was granted by the court on 4/15.
Reseller,
Looks like you were right and I was wrong. Hardly seems possible :o)
Gersten motion + Fedex to Shelowitz seems to = Cresta
There appear to be no e-filed documents.
And still I'm confused. Where's Waldo?
I believe that any updates to the document file are made at 3 and 9PM:
http://iapps.courts.state.ny.us/iscroll/SQLData.jsp?IndexNo=600065-2010
Most of 'em. Thanks.
You seem to be saying that the end result is a foregone conclusion and that the mere appearance without representation will result in an immediate judgment.
No second chance? No "Come back with an attorney"?
We've been provided separately with an example of a request to withdraw in another case yet I see none here. Don't they have to clear the pro se issue prior to a hearing? Does the pro se indication as "attorney type" in the case file not imply that a change to that status has been ruled on?
The schedule today calls for a pre-trial "oral argument". Does that fact affect the immediacy of your expectation?
"a motion for summary judgement can now be brought"
FL,
FWIW, that's where we started this mess several months ago......request for summary judgment. We'll know soon enough if the decision to appear unrepresented is a sign of acquiescence.
tt,
Sure looks that way.
Just a minor point:
The DP document is entitled "GS relieved" by DP himself. The document is actually only SG ASKING the court to be relieved. That said, I suspect the court would have granted the request.....but that's just my uneducated guess.
"SPNG is still without an attorney"
I noticed that statement in the documents and don't recall questioning it. And regardless of why Heller's gone it ain't good.
ps. Link worked fine.
Risi,
Understood.
The best part is, in the absence of any dollar amounts to play with, it's a useless statistic.
Thanks.
SJJ,
No PM. MSG.
Actually your link didn't work for me and when I reported it to ecourts they told me I needed to start from the beginning:
From:
"ecourts ecourts" <ecourts@courts.state.ny.us>
Add sender to Contacts
To:XXXXXXXXXXXXXX
Links are dynamic - you cannot reuse an old link. If you wish to view a case simply go to the website and retrieve it using one of the search functions.
Sincerely,
Your e.Courts Administrator
I haven't had any problems with that before???
Anyway, I went to:
http://iapps.courts.state.ny.us/webcivil/FCASSearch?param=P
Entered Spongetech as defendant and clicked on "Appearances" when i got through.
"It's a motion hearing scheduled for 10:30am tomorrow (4/16/10)"
The appearances schedule that I'm looking at says:
4/16/2010 Motion Oral Argument (60 Centre) FRIED, BERNARD J.
IAS MOTION 60EFM 2:15PM
Odd that there's a time difference.
Hello Jay,
Pardon the delay and also please excuse me for focusing on a single statement in your post to the neglect of others. But I think it begs attention:
"And, the perspective changes further when considering the company's recent press release, indicating their belief in soon being able to submit the filings."
The company has expressed their "belief" on this issue a number of times, in terms ranging from appropriately vague to glaringly specific. I've rounded up those that I could find going back to the day after the 10K was due. Forgive its length......I've highlighted the excerpts that I thought were on point.
4/4/10PR The Company is aware of the shareholder frustration concerning the delinquent regulatory filings for the Form 10K and 10Qs and the listing status of its shares on a public exchange to provide the transparency that our shareholders deserve. Management is continuing to work tirelessly to address these important filings and believes that the Company will soon be in a position to report the validation of our growth, via public filings.
2/12/10PR The Company is working diligently to complete its financial reports required to file with the U.S. Securities and Exchange Commission. SpongeTech has retained James Reilly as an internal consultant to assist in these efforts. Robison & Hill remains our public accounting firm.
10/6/09 8-K “The Smarter Sponge™”, (OTCBB: SPNGE), today announced that its shares of common stock were temporarily suspended from trading on the OTC Bulletin Board by the U.S. Securities and Exchange Commission (SEC) on Monday October 5, 2009 and expects the suspension to terminate at 11:59 p.m. EDT on Oct. 16, 2009. The Company and its auditors are in the process of finalizing the re-audit of its 2008 financial statements and the audit of its 2009 financial statements and anticipates on filing them with the SEC by October 16, 2009.
9/16/09PR (OTCBB: SPNG) today announced that it requires additional time to file its Annual Report on Form 10-K for the fiscal year ended May 31, 2009...........CEO Michael Metter said, “We recognize that our shareholders have been waiting patiently for the filing of the fiscal 2009 Form 10-K. Unfortunately the requirement to re-audit the 2008 financial statements has caused the process to take longer than we expected. We are working with our current independent auditors to file the Form 10-K as quickly as possible.”
9/1 NT 10-K
|X| (b) The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form D N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date.
Both our sales and net income for the year ended May 31, 2009 increased. Sales for the year ended May 31, 2009 were approximately $50,000,000 compared to $5,633,084 for the year ended May 31, 2008. As a result, our net profits for the year ended May 31, 2009 also increased to approximately $11,000,000, compared to $1,244,455 for the year ended May 31, 2008.
9/1PR SpongeTech® Delivery Systems, Inc. Reports Record Booked Orders of $70 Million during the First Quarter of FY ‘10
"The first quarter has been a monumental success in the growth phase of our Company," commented Michael Metter, CEO of SpongeTech. "Within the quarter, we have had a tremendously successful release of our Children’s Bath Sponge Product into the marketplace. We also remain very confident that we will meet our goal of having our complete line of products sold in over 100,000 retail locations nationwide by the end of this year.” Metter continues, “We are in the process of finalizing our Annual Report for the fiscal year ending May 31, 2009 and expect to file the Form 10-K with the SEC shortly. We remain focused and committed to building SpongeTech into a globally recognized Company and continue to work towards building shareholder value."
Embracing "their belief in soon being able to submit the filings" as a basis to invest or hold an investment, to interpret the meaning of a loosely connected settlement extension request or to provide guidance for any purpose whatsoever, just doesn't make a lot of sense to me. Of course, whether you choose to rely on it or not is entirely up to you.
"Has Patch or anyone else posted the source of this alleged 3B O/S document? "
Wadi,
You mean the one that appears to show that all but 15,050 of the 3,000,000,000 authorized shares have been issued? And also appears to enjoin Spongetech from authorizing any shares beyond the shares already authorized? And also appears to enjoin Worldwide Stock Transfer from transferring any of those 15,050 shares to anyone other than an unnamed plaintiff? That document?
No.
patchman, in a post In reply to: None, has said "As to me providing the full document, in reality you don’t deserve my support" and proceeds to generally disparage the research efforts and comprehension levels of so-called "cheerleaders". Hey.....it's his ball and if he doesn't wanna play he doesn't have to, right?
If anyone else knows the source they ain't talkin'.
tt,
You're trying too hard. The copy you have linked, which I'll grant you does LOOK altered, is a piece of plaintiff evidence.......obviously they had no reason to alter it. Apparently they took a copy prior to deposit.
ps. Keep blowing it up and look at the other pre-printed 8's on the page. Also note that the bank encryption is clear.
https://iapps.courts.state.ny.us/fbem/DocumentDisplayServlet?documentId=OngETBBRXLgJmSFDJJGiRg==&from=SearchDetailURL
If you have a different link that shows what you feel is an altered check number please post it.
AH(subtractionproblem)CHOOOO!
Thanks.
Sadly I knew all that.
Maybe you could help me with some things that I don't know:
What court has the authority to issue such an order? Must it be a state court in the state in which the company is domiciled(NY) or incorporated(DEL)? Or a Federal court in one of those states? Or the state in which the plaintiff is domiciled or incorporated? Or any old court? Is there not a difference between freezing assets in anticipation of a judgment and restraining a public company from issuing shares in terms of the authority to do such things?
I absolutely don't want to dissuade you from swiping at the "defendants", but what I really need help with is the research. It's too bad that Patch has decided not to facilitate it for anyone.
RM,
The timing doesn't seem right.
I can't get at the details of the documents, but it appears that all the case activity occurs in 2010. So "freezing" issuances as of 12/31/09 wouldn't seem to make much sense.
http://iapps.courts.state.ny.us/webcivil/FCASCaseInfo?parm=CaseInfo&index=W3rlZHe%2FCvUG3ky1Xp7pAw%3D%3D&county=M93CJjx3ctk1hjS74HpxqQ%3D%3D&motion=M&docs=&adate=05/04/2010
Risi,
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=49018612
I asked. I thought that appealing to the man's obvious ability to reason might be more effective than a grovel, which I'm willing to do when needed but am lousy at. Besides, I have to admit to being a little miffed at having the carrot dangled that way and it puts a real crimp in my groveling.
I usually don't require "spoonfeeding" and would rather confirm things independently anyway, but in this case I'm stumped. Neither Pacer nor SEC.gov provide returns on issues involving both Spongetech and Worldwide. Somebody better help me before I start speculating.
I can't even figure out what court COULD or WOULD issue such orders. It's very interesting to me to see the following phrase in the order restraining Worldwide: "to any person or entity, except plaintiff". Given that SPNG is constrained from authorizing and issuing new shares, the Worldwide order seems to be implying that existing shares, in another party's name, could be transferred to the plaintiff in satisfaction of their complaint.
Who doesn't love a good mystery?
ps. Sorry about the green....must look AWFUL. No evidence of it on my end except for user name.
"Patch provided a starter, I am sure a little bit of work would find what he found easily. It is not rocket science as to where to look."
I'm beginning to think that it might be rocket science after all.
I'm gettin' nowhere.
Court proceedings are "buried" somehow and don't respond to standard search efforts. Without knowing the venue it could take forever. And if the document isn't in the public domain forever wouldn't be long enough.
You make it sound so easy!
patchman,
I can't imagine why you would not share the source of these excerpts. The court, the case, the plaintiff. If you count being informative anywhere on your personal list of priorities you should be sharing its origin.
"Whatever the amount"
The amount is not "Whatever". The amount is not "ONE MILLION DOLLARS". The amount is $450,000. I felt that that needed correcting. If I was repeatedly making a mistake I would hope that someone would correct me at some point to prevent its repetition and I hope that oa appreciates that its purpose was constructive. There's no doubt in my mind that he would prefer that his posts be factual, especially the parts that are in ALL CAPS.
You say: "The fact that they can't come up with the money, other than via selling shares, also puts the lie to the fantasy that the business is doing well and that SPNG is making a boatload of money selling sponges."
No it doesn't. What in the wide world of sports does the revenue level of the company have to do with the cash position of the individuals and THEIR ability to meet an obligation?
I expressed one opinion in my post: "This wouldn't seem to be an amount that would by itself either justify the obvious promotional program in progress or jeopardize the current price per share given recent volumes." The purpose of that statement was to underline my personal belief that too much has been made of the settlement cash needs of 2 individuals as a factor motivating the PR campaign. It's just an opinion and I see no reason to change it....obviously I could be mistaken.
Don't worry. I'm sure there will be plenty of other opportunities for you to highlight the "dump shares" "house of cards" stuff. I apologize for not taking the opportunity in my post to make sure that that dead horse was beaten further.
TC,
He's done it several times before.....it's basically moving shares from one fund to another. Haven't seen a good explanation for it yet.
"ONE MILLION DOLLARS WORTH OF SPNG SHARES MUST BE DUMPED IN THE MONTH OF APRIL. Why? A Federal Court has ordered it to be so."
That's not quite correct.....but it's complicated.
All but $450,000 was paid as of 1/29/10 (which was already an extension date) according to the defendants, who filed a motion on that date requesting an extension of time to 4/30 to pay the $450,000. The court neither agreed or ordered the extension to 4/30. The plaintiffs argued that the court had no standing to grant the extension because the 1/29/10 original due date was agreed to by the parties and not dictated by the court.
Obviously whether the court ordered it or not doesn't matter, though, because the defendants owe it and the plaintiffs want it as soon as Ladenburg can sell any securities in the frozen accounts that are available to cover it. And have had since 1/29/10 to do so.
We don't know at this point how much of the $450,000 remains unpaid. We do know that at today's pps we're talking about 10,000,000 shares IF the entire amount remains unpaid. This wouldn't seem to be an amount that would by itself either justify the obvious promotional program in progress or jeopardize the current price per share given recent volumes.
The questions for me are:
Have any holdings already been sold and not filed? (The court ordered back in December that the shares in Jean Lazauskas's account be sold first. I believe that they would've required a filing by FL if sold).
Is it at all reasonable to think that this issue has anything at all to do with the 10K&Q filings, either being held to allow a pps increase to facilitate the settlement or being the reason for the 4/30 extension request?
big,
I think this is a more reliable source.
Nasdaq.com for 12/4/07:
12/04/2007 0.0525 0.0525 0.035 0.044 1,900,900
http://www.nasdaq.com/aspx/historical_quotes.aspx?symbol=SPNG&selected=SPNG
All time highs appear to have occurred here
04/30/2007 0.25 0.30 0.21 0.23 1,699,731
and here
02/07/2007 0.25 0.30 0.20 0.24 83,000
There was a .35 high on 12/5/06 but only 10,000 shares traded.
Tavy,
re: "A material event which this, should be noted in an 8K. They didnt do it."
They should have, but did they have to?
http://sec.gov/about/forms/form8-k.pdf
The term "material" apples to the entry into or termination of a "material agreement" and doesn't apply here.
The form does call for reporting the departure of an officer of the issuer, but that doesn't apply either......he's an officer of a subsidiary and not the issuer itself.
They could have reported it under Item 8.01 Other Events, which is totally optional.
The Item that MIGHT have required it is Item 7.01 Regulation FD Disclosure. Basically, the short form version of the rule requires the disclosure to the public of any information that has been provided to any person "Who is a holder of the issuer's securities, under circumstances in which it is reasonably foreseeable that the person will purchase or sell the issuer's securities on the basis of the information."
There's little doubt that some shareholder somewhere was told about the departure of Mr. Celia (if indeed he has departed) before it was "discovered" by Guru09 and reported on this board yesterday. But there is some wiggle room in the requirement that the information might reasonably result in a trade by its recipient.
That said, there's little doubt that he played a critical part in the design and manufacture of the Spongetech product from day one and if he's gone we shouldn't have to guess about it.....at the very least a PR would be in order.
I knew that. Known it for months.
That was the reason for the :o)
OT,
According to this guy it's Selvin :o)
http://messages.finance.yahoo.com/Stocks_%28A_to_Z%29/Stocks_S/threadview?m=tm&bn=63817&tid=190940&mid=191078&tof=1&frt=2
Speculative Footnotes:
http://www.sec.gov/Archives/edgar/data/1201251/000114420409037511/v154860_ex10-1.htm
3.2 Deliveries by the Company*** and the Sellers. On the Closing Date, the Company and the Sellers shall deliver, or cause to be delivered, the following:
(f) An acknowledgement from H.H. Brown Shoe Technologies, LLC (“H.H. Brown”) to the sale of the Membership Interests to the Purchaser, and an acknowledgement and confirmation from H.H. Brown that the Intellectual Property License Agreement effective November 30, 2007 by and between H.H. Brown and the Company (the “H.H. Brown License Agreement”) remains in force and effect as of the Closing Date, and that as of the Closing Date, the Company is not in breach of any of its material obligations under the H. H. Brown License Agreement.
***Remember that the Company in this agreement refers to Dicon.
Is the November 30, 2007 date also the date that the Celia Group bought Dicon from HH Brown?.......I'm pretty sure it was in 2007. Is it possible that the agreement was made contingent on the ongoing employment of Celia?
XXXXXXXXXXXX
Exhibit A (excerpts only)
1. During the Term, you will be employed as President and CEO for the Company.........You shall be required to report solely to, and shall be subject solely to the supervision and direction of, the Chief Executive Officer, Chief Financial Officer, Chief Operating Officer of SpongeTech and the Board of Directors of SpongeTech, and no other person or group shall be given authority to supervise or direct you in the performance of your duties.
4.4 Termination Without Cause..........The Company or SpongeTech shall be deemed to have terminated your employment pursuant to this Paragraph 4.4 if such employment is terminated........(ii) by you voluntarily for "Good Reason”.............
For purposes of this Agreement, "Good Reason" means:
(c) any change in the designation of the particular executive that the you are obligated to report to under Paragraph 1 hereof;
XXXXXXXXXXXXX
http://finance.yahoo.com/news/SpongeTechR-Delivery-Systems-prnews-3246941473.html?x=0&.v=1
SpongeTech(R) Delivery Systems, Inc. Enhances Management Team with Plant Manager for Wholly Owned Subsidiary, Dicon Technologies, LLC
"Mr. Backer has over 25 years of experience in manufacturing and operations as well as supply chain, asset and product/project management. He most recently worked as the Director of Operations at PPT Research Inc. in Allentown, Pa. In addition, he has held significant management responsibilities at Rhodia Inc. in Cranbury, NJ and Air Products and Chemicals, Inc. in Allentown, Pa."
Did the company feel a need to bring in a fresh face to oversee Celia and Dicon? While the specifics regarding Mr. Backer's background aren't very detailed, he appears to be qualified beyond what I think of when I hear the title "Plant Manager".
100% speculation, like the title says.
OT is still trying to doublecheck (triplecheck sounds good) his departure.
I hope for the sake of the longs that it isn't true.
FWIW, this is the answer I received to my questions:
"http://www.sec.gov/investor/pubs/rule144.htm"
These were the questions:
“This timing also allows Lazauskas and Metter enough time to file Form 144s to unrestrict their shares in order to satisfy the court liquidation order.”
Please explain the reason for the restriction on these shares, when they were purchased if that relates to the restriction and what you*** mean by “enough time”. Finally, would these dispositions also have to be reported on Form 4?"
I guess it was a way of telling me to do my own DD.
But I have......my DD actually led me to the questions.
In fact I have more:
If Jean Lazauskas's shares represent shares purchased on the open market and transferred to her by FL why would they be restricted?
Do FL and MM have shares to sell above and beyond those reported on their Form 3's, filed on 10/22&23?
(The link provided in response to my questions says:
"Holding Period. Before you may sell any restricted securities in the marketplace, you must hold them for a certain period of time. If the company that issued the securities is subject to the reporting requirements of the Securities Exchange Act of 1934, then you must hold the securities for at least six months.")
Any help with ANY of these would be appreciated.
That's a fascinating discovery, Mengo!
I had thought, and earlier posted, that "Wayne" was given 2 employment contracts at the time of the "agreement"....one for President/CEO and the other for Director of Marketing. But looking back at the contracts the President/CEO document says "Wayne Celia" and the D of M version says "Wayne Celia Jr.". The only tricky part that might need an explanation is the fact that both use the same address.
http://sec.gov/Archives/edgar/data/1201251/000114420409037511/v154860_ex10-1.htm
Nice work.
OT,
Looking forward to your report.
In the meantime out of idle curiosity I took a look at the Termination section of his President/CEO contract and found something that I thought was amusing....probably meaningless, but amusing nonetheless.
There are 4 categories that can form the basis for termination: For cause, Without cause, Voluntarily for Good Reason and as a result of a Change in Control. The defining terms in all the categories are reasonably standard fare, with just a few exceptions. It's probably safe to say that this Item(b) under Change in Control is one of them:
For purposes of this Agreement, a “Change in Control” shall mean:
(b) Steven Moskowitz ceases for any reason to be the Company’s Chief Operating Officer or comparable position.