Register for free to join our community of investors and share your ideas. You will also get access to streaming quotes, interactive charts, trades, portfolio, live options flow and more tools.
Register for free to join our community of investors and share your ideas. You will also get access to streaming quotes, interactive charts, trades, portfolio, live options flow and more tools.
“Effectiveness Date” ...
"means, with respect to the Registration Statement registering for resale the Registrable Securities, the 90th calendar day following the Closing Date; provided, however, in the event that the Company is notified by the Commission that the above Registration Statement will not be reviewed or is no longer subject to further review and comments, the Effectiveness Date as to the Registration Statement shall be the fifth Trading Day following the date on which the Company is so notified if such date precedes the dates required above."
http://pinksheets.com/quote/print_filings.jsp?url=%2Fredirect.asp%3Ffilename%3D0001104659%252D04%252....
so, Rach, if the Effective Date isn't 90 days from the Closing Date (11/18/03), then what day is the Effective Date?
you wrote:
"...there is a 2% per month liquidation payment - so that would be 2% times the amount of sales or roughly $140,000."
the Liquidated Damages provision states:
equal to 2.0% per month of (i) the Subscription Amount paid by such Holder pursuant to the Purchase Agreement for Registrable Securities then held by such Holder and covered (or to be covered) by the Registration Statement..."
my read on this clause is that if the S-3 is not approved w/in 90 days of the Closing Date, Wave must pay the PPers 2% per month (which is 24% Annual Percentage Rate (APR)) of the total subscription ($7.1M x .02 = $142,000/month). nevermind the fact that prime is 1/6 of this rate. i translate the language of the agreement to require Wave to pay the PPers an amount not less than $426K & not later than 02/24/04.
only if those payment obligations should go into default (failure to pay the $142K (x3) after 7 days) does the additional 15% APR kick in (1.25% monthly, or $88,750, or $230,750 per month (for 3 months) if in default). If Wave fails to make the $426K payment in a timely manner, an additional $266,250 would arguably be due for the 3 months, for a total of $692,250. my interpretation might be wrong & the terms might be construed far more leniently...
you wrote:
"...we know that not everybody's allotment was satisified and that this funding met wave's needs."
we "know" this from Zen's posts. PPers are locked in for 24% annual return if the shares aren't liquid & are effectively entitled to a cognovit note for an additional 15% in the event of default after 7 days. maybe Zen would be willing to inquire w/his source to help shed light on the contractual terms & what his source expects as an outcome if the shares are not approved.
as for Wave's "needs," the prospectus clearly states that Wave "needs" another $8.5M to remain a going concern for the next 12 months (which may only be 9 calendar months as it dates back to November). considering the problems currently encountered, obtaining the next round of inevitable dilutive financing might prove to be even more difficult than this round.
you wrote:
"You also have concluded that waves filings are deficient in that they are not keeping up with the daily PR's from the leech law firms."
yes, Rach, i do consider a second class action complaint for numerous alleged securities violations filed in a different forum (New Jersey) to be a material event which would require an amended filing IMO.
don't know what a "liquidation clause" is relative to a PP, i've heard of acceleration clauses which militate liquidation where one party is insolvent & has not been excused from performance, is that what you meant?
as for the X-FIles... i was only responding to what seemed like a conspiracy theorist. Dean bashes Bush on the campaign trail for months - Trippi worked for Dean as his chief campaign strategist - Trippi worked for Wave - Wave provided Dean some tech - Bush (exec branch) oversees SEC.
FTR i seriously doubt the White House thinks much about Wave (if at all) & presumably has much more important things to devote their energy towards... but hey, maybe that is the reason the DoD has not accepted Wave's products yet & that the "software errors" basis is just some smokescreen!?! Maybe GW called Rumsfeld & told him to put the kabosh on the so-called "smart-safe."
Zen - thanks fer awknowledging that the Imclone analogy is apt as it relates to Doma's questions.
do you think when Peter defaulted on his "loan" & Wave took a 100% charge for the $1.1M b/c wavx was "too cheap to sell" in late March & then he dumped into the Intel hype that was, ahem, kosher?!? assuming, of course, as you posted, that Wave insiders knew what would hauppen to the price.
he told Smart Money in the August "Wave of Delusion" article something to the effect of, "there was so much volume that it just didn't seem like selling 100K would matter."
does it matter?
well worth considering 24
& nope, that doesn't anger me a bit...
i fully awknowledge that you are far more erudite than me, but what you consider "pronouncements" are often mere opinions which could certainly be wrong. if you haven't noticed, my posts are loaded w/"IMO" & frequently reserve the possibility for being incorrect.
nevertheless, yer observations are duly noted.
analyze this!
the predictions you made were 100% fair game for criticism &/or comment, just as is the case w/anyone else's remarks.
i spincerely haup you feel better soon...
edit: no, 24, i was not citing you as a reference.
i was asking Doma to ask you for any future explanations on securities law as i don't wanna be obligated to explain it further. you would certainly be free to ignore any subsequent requests or even completely disagree w/my take.
i'm definitely not guessing that Wave is facing investigations from multiple fronts.
& as for what those investigations might produce, i have posted again & again that i literally have no idea. additionally, i have also posted that it remains possible that Wave will be found to have no culpability.
would you be willing to state that it is not a fact that Wave & certain of its principals are being investigated?
edit: awk, this entire spate began when you & Doma took issue w/my posting that it is a FACT that they are facing investogations. i have certainly not prematurely convicted them of anything & have repeatedly posted that they could eventually be exonerated & that they could settle all the class actions.
THAT is why i'm still here!!!
edit2: spidey...
you were predicting (w/some swagger that suggested you "knew" w/certitude) that Wave would dramatically run up last week, now you say, "... based upon following this stock for six years."
you wrote last week:
"I stand by my prediction and in fact believe we'll close today on the plus side of 1.85 and over 2.00 tomorrow.
Mark my words, when it happens it will happen fast, probably in minutes not hours."
many here have followed Wave for 6+ years (including me) & yes, some wavx trading can be really predictable, but your prediction posts were absolutely, IMO, of the same category as "giftforshareholders."
you wrote "please leave me out of it." well, spidey, if you post hyping predictions about a price run-up, you are opening those predictions to anyone for comment.
& as far as "verbal bullying" goes, there are definitely some w/in the sacred circle of wavoids which adhere to that characterization far more than me.
heck, i'm outnumbered 10:1 here & sometimes i'm wrong & sometimes i'm not.
edit: awk -- that doesn't change the FACT that Wave is currently under investigation now does it?
edit: Doma, please ask 24 for a more detailed discussion on securities law.
the Mass complaint clearly alleged a "failure to disclose adverse facts known [to the insiders]."
it is by negative implication where insiders do not fully disclose all material facts & subsequently sell securities, such acts can be construed as "insider trading." you seem to only understand insider trading as knowing about good news in advance & trading ahead of that news. the inverse is also true, if an insider knows of potential "bad" news & sells into an artificial inflation of the price (a la Sam Waksal @ Imclone), that too is considered insider trading.
go back & read the cited SEC language you just posted & compare it to the complaint/s... a good place to start is para. 16 "fraudulent scheme and course of business" of the Mass complaint.
these are not "my" facts Doma, they are the facts (at least as they are alleged in the pleadings).
i can't believe this is the first time you have contemplated this aspect of the investigations.
what did you think it was all about?
edit: Doma, despite you considering me Wave's antiChrist or something, you might take some cold comfort from the fact that i have repeatedly reserved the possibility that Wave & its principles could be fully exonerated by the SEC. additionally, i also have posted that Wave could quickly settle the class action claims (& such a settlement would likely be of the "Wave does not admit or deny the allegations" variety.)
but none of that changes the fact that they are being investigated...
good luck.
yes, Domawk -- FACTS.
what do you think the underlying offenses are for the activities you cited?
"...certain public statements made by Wave during and around August 2003, as well as certain trading in Wave's securities during such time..."
moreover, the 8 law firms which have initiated litigation against Wave have specifically noted claims for stock fraud. you know, in those complaints you continue to mawk? the Mass complaint specifically alleged a "fraudulent scheme and course of business" & that they "employed devices, schemes, and artifices to defraud" & there is an entire section in the pleadings discussing scienter.
do you think those firms are not also investigating Wave, SKS, Bagalay & Feeney (as well as the possibility of other related parties)?
i'm shocked that you two "experts" were unaware that Wave was being investigated for stock fraud & insider trading.
it is a FACT that Wave, its CofB, CEO & CFO are being investigated for insider trading & stock fraud.
liquidated damages, by definition, are not a penalty.
the quoted provision indicates as much.
i am not predicting the "worst case scenario" but rather have presented factors worth considering that are significant fundamental obstacles for the Company to overcome. in the sitchy w/the SEC, you have seemingly inferred a conspiracy theory from my posts that the Commission will deliberately delay some assured approval. who knows, maybe the Dean-Trippi-Wave connection created some "payback" (SEC is w/in executive branch), though i highly doubt that, just as i doubt the "smoking man" on X-Files assassinated JFK.
the reality is that the company is under investigation for possible stock fraud & insider trading. you can disregard it all you want, but that is a fact. moreover, there is an absence of disclosure of the majority of the class action claims filed which presumably requires an amended prospectus, at minimum.
it is also a fact that day 90 is also a federal holiday, so it is certain that the SEC won't be addressing Wave's filings on that day (or any other company's).
it seemed that prior goinup posts suggested that the shares were effective by virtue of the filed prospectus, which is not the case.
the PP shares remain illiquid, but the PPers have certain provisions which afford them protection in the event of such circumstances. IMO, 6% of the total proceeds received by Wave become due & owing as of IDF as liquidated damages. in the event that Wave doesn't pay the LDs w/in 7 days (the following tuesday), an additional 15% APR kicks in for any period where the LD payment is in default.
no matter how you slice it, Wave needs revs in the worst way & revs would make some of their immediate problems go away.
edit: goinup - vig can = 39% APR
if Wave fails to pay the 2% monthly w/in 7 days of any due date, an additional 15% APR kicks in on top of the 24% -- all amounts are also pro-rated in the event that the amount due is for a portion of any month.
edit:
EXHIBIT 10.2 - REGISTRATION RIGHTS AGREEMENT sec. 2 (b)
If: (i) the Registration Statement is not filed on or prior to its Filing Date (if the Company files the Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 3(a), the Company shall not be deemed to have satisfied clause (i)), or (ii) the Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act, within five Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that the Registration Statement will not be “reviewed,” or not subject to further review, or (iii) prior to the Effectiveness Date, the Company fails to file a pre-effective amendment and otherwise respond in writing to comments made by the Commission in respect of the Registration Statement within 10 Trading Days after the receipt of comments by or notice from the Commission that such amendment is required in order for the Registration Statement to be declared effective, or (iv) the Registration Statement filed or required to be filed hereunder is not declared effective by the Commission by the Effectiveness Date, or (v) after the Effectiveness Date, the Registration Statement ceases for any reason to remain continuously effective as to all Registrable Securities for which it is required to be effective, or the Holders are not permitted to utilize the Prospectus therein to resell such Registrable Securities for 10 consecutive Trading Days or in any individual case an aggregate of 15 Trading Days during any 12 month period (which need not be consecutive Trading Days) (any such failure or breach being referred to as an “Event”, and for purposes of clause (i) or (iv) the date on which such Event occurs, or for purposes of clause (ii) the date on which such five Trading Day period is exceeded, or for purposes of clause (iii) the date which such 10 Trading Day period is exceeded, or for purposes of clause (v) the date on which such 10 or 15 Trading Day period, as applicable, is exceeded being referred to as “Event Date”), then, on each such Event Date and every monthly anniversary thereof until the applicable Event is cured, the Company shall pay to each Holder an amount in cash, as liquidated damages and not as a penalty, equal to 2.0% per month of (i) the Subscription Amount paid by such Holder pursuant to the Purchase Agreement for Registrable Securities then held by such Holder and covered (or to be covered) by the Registration Statement, and (ii) if the Warrants are “in the money” and then held by the Holder, the value of any outstanding Warrants (valued at the difference between the average Closing Price during the applicable month and the Exercise Price multiplied by the number of shares of Common Stock the Warrants are exercisable into).
3
If the Company fails to pay any liquidated damages pursuant to this Section in full within seven days after the date payable, the Company will pay interest thereon at a rate of 15% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The liquidated damages pursuant to the terms hereof shall apply on a pro-rata basis for any portion of a month prior to the cure of an Event.
------------------------------------------------------------------------
IMO there was nothing in the language that negated the possibility that 3 months worth of liquidated damages are due on day 91 (next tuesday, also day 1 of IDF). & w/the additional 15% APR provision, it seems to follow my conjecture that the PPers had Wave by the short ones when this deal was negotiated.
it would also seem that they have to re-file w/amended docs considering the multiple class action claims which are not yet referenced.
& considering that monday is a federal holiday, it is certain that the SEC wouldn't even touch Wave's filings (until tuesday at the earliest). meanwhile, Wave will be doing another ETS demo... just as they did this time last year (w/no measurable sales in between).
the NSM teases seem sorta interesting though -- we'll see if dubble dee's info is any more accurate than peterparker's, or giftforshareholders, or 2leelake, et al.
where's the devilhimself?
goinup - are you contending that the registration was declared effective by the SEC by virtue of the prospectus?
the vig is 2% per month for the entire amount conveyed by the PPers.
Doma, as i already posted, i'm only lurking on yahoo, but my ID there is "full_spinnaker."
have a good weekend.
edit: what if it never hauppens ronle?
that's the point... just look at this re-post by HhH of Snack's SF dinner report of SKS claims. almost none of it has taken place ('cept the PR predicition 8 days later).
SKS claimed a million TPMs per month by now, yet Intel acknowledged last month that there are still only 4M TPM devices in use (nevermind that Doma has rounded it up to 5M on yahoo), which is the same number that existed back in July/August (IBMs using ATML TPMs) which were s'posed to be a BIG market for Wave to sell ETS into & one which Wave s'posedly had a BIG first mover advantage).
http://ragingbull.lycos.com/mboard/boards.cgi?board=WAVX&read=411069
SKS also claimed back then that Wave would only need 4-5M to survive for the next year b/c revs would soon equal the cash burn (aka "breakeven"). obviously that hasn't been the case, & in fact, it hasn't even been close to correct.
at some point one has to wonder whether SKS makes these claims knowingly or is he just irrationally exhuberant?!?
Doma, to equate me w/5 Par is voidiotic. i was also accused of being HhH for about a year. such silly suppositions call every single extrapolation you make into serious question. but then again, you have been posting about millions of devices shipped for months & months, yet there is no supportive evidence whatsoever (& Wave just PRed another demo, not a contract, not a big sale, after fifteen years another demo!) FTR, i am not 5 Par (or anyone else currently on yahoo), but his "perfect storm" theory is becoming more & more convincing IMO.
(un)luckytofindwavx, thanks for chiming in to further establish how easily some wavoids will just grasp any straw which seemingly supports their decision to hold this "security" at this time. keep believing i am 5 Par if it makes you feel better.
WAVX has held up somewhat impressively recently (though if IDF was gonna be a big deal, it shoulda been rising on increased volume & instead has just been treading water (slight downtrend last week or so) on incredibly meager volume.
if nothing "literally" "mind-blowing" comes out next week, WAVX will prolly slide down a slippery slope. AND Wave only has until tuesday to get those 4.8 million shares registered in order to a_void the 24% APR "vigorish."
& btw Doma, to answer the question you keep posting on yahoo about why PPers would ever sell $1.90 shares upon registration & get $1.60 (or whatever):
5% better than $1.52... 10% better than $1.44, etc., etc.
ever take a loss, Doma?
edit: i offered "deference" to a private request last weekend b/c the board was getting totally out of control... but as you have posted this in quotes, i s'pose it's time for me to no longer communicate w/that person privately.
& btw, i didn't post again during the weekend as an accomodation to that request.
& btw2, i'm not interested in owning wavx right now (as i've posted repeatedly). too much risk w/the SEC investigation & now almost 10 different class action claimants. if i do end up owning wavx again, it'd presumably be at higher prices b/c of that viewpoint.
edit: are we not men? we are DEMO!!
this can't be the "amazing" IDF world dominion news, or can it? at least Wave will have a news headline that isn't litigation or investigation related & can finally push the Ukranian TV headline off the list.
"Products such as those demonstrated by Wave Systems represent a wide variety of new security options for computer users," said Nancy Sumrall, chairman, TCG marketing work group. "With many of these services, applications, and systems now available, IT managers can improve security of sensitive data."
"such as those" implies IMO there are many other offerings.
as does IMO, "many of these services . . . now avaliable."
hasn't Ms. Sumrall been reading Doma's posts?!? TC cannot possibly exist without Wave.
New Wave -- 2% is the monthly VIG it's right there in the S-3 for those shares that were supposedly liquid last month or the month before or whatever...
multiply 2% X 12 mos/yr = 24% simple APR.
how much money does wave make for "demonstrations"?
edit: IBM claimed to have shipped 4 million TPM devices prior to Wave's August PRs. Intel reports that 4 million TPM devices are in circulation in January. Doma claims on yahoo that the number is really 5 million, but what's a few million TPMs between friends? de minimus seems accurate when the # of TPMs has remained static for the last 2 Qs... wake me up if Wave reports anything that will actually make some money. zzzzzzzzzz.
you spelled it correctly though!
don't you have somewhere else to be?
http://www.cadcamforum.net/board/memberlist.php?mode=joined&order=ASC&start=100&sid=2db9...
edit2: greg s was spot on -- SO, on what do you base the conclusion that opting out is the appropriate course of action? mere sprague loyalty?
rachel - i really don't care if you consider my views lacking objectivity, nor do i find yer conclusions (which lack any cogent analysis) to be even remotely persuasive regarding the 24% APR vigorish that is looming like Damacles sword.
as for Peter's sale, i posted abject outrage about the 100% write-off for purported uncollectibility after it was demonstrated that he spent over $600K to buy out the estate of Krofta Water just after claiming he was unable to repay the loan. i also consistently questioned the loan to him & the one to Feeney as it relates to Sarbanne-Oxley, especially in terms of the forgiveness extended after S-O went into effect.
i was pleased when he finally repaid the obligation but as the facts continued to reveal, Wave was in no position to realize any revs in the foreseeable future & in fact, have made claims of "breakeven" which were clearly not grounded in reality (i know, they forgot to account for the increased variable costs... riiiiiiiiiiiiiight). then there was the self-proclaimed bon vivant's comments in the Smart Money article "Wave of Delusion" with its shrill Marie Antoinette ring to it.
i s'pose i've also lacked objectivity on whether NSM was shipping a few Qs ago, whether the TPM adoption curve was flat or steep, whether the S-3 was in fact effective, whether there was a non-performance provision in the PP, or maybe whether class action suits were inevitable, etc., etc.
i've also prolly been following Wave for a few more years than you & have witnessed all too many things like "mind blowing news literally in a few weeks" to have the patience of Job for that sort of brown.
for any wavoid to even attempt to suggest that any other humanoid on the planet lacked objectivity is oxymoronic at best...
edit: goinup -- yep, it was a veiled Trippi reference from yesteryear. he's prolly gonna have some of his own tough questions to answer in light of the fact that the Dean campaign blew through $40M for 2 primaries w/out winning or even showing impressively. what's worse is that Trippi & his firm/s reportedly pocketed something on the order of $7M of that $40M & Joe can't remember, or isn't sure, if he sold out his wavx or not.
strange how familiar it all smells...
edit2: 88, reading is fundamental.
edit4: how is it "sneaky" shute?!?!
i always label my edits & even numerate them.
now "FOUNDERS'SHARES" . . . that was some seriously sneaky brown...
& so was the 100% write-off on Peter's "loan" when the stock was sub-buck & then his payment w/a 100K share dump into the hype-spike.
now that was "sneaky."
IMO
edit: Larry, even though i have -0- wavx right now, i'm hanging around to see how this all plays out & under the right set of circumstances might consider re-entering.
by all means, please continue to post yer learned T/A opinions... they are tasty thought morsels.
edit2: the burden is entirely upon you shute to prove the point. many many MANY companies PR the fact that an S-3 is effective (heck, SSP just released one such PR a week or two ago). the mere fact that Wave has not done so in the past does nothing to establish that they would not do so in the future (assuming the share registration is eventually declared effective).
considering the widespread speculation about the numerous allegations of wrongdoing, it would seem to make considerable sense that Wave would issue such a PR in order to mollify the wavoids... AND, when (if?) the SEC does declare them effective, it is one PR that Wave would certainly be w/in their rights to issue.
& btw, wavoids always try to discredit the dissenters' contentions by foisting a "what's in the past is in the past" theorem... funny how malleable that logic becomes when it is turned around.
edit3: shute, is it okay for me to use obscenities in my future posts even if i'm not a sprague apologist? y'know, what's good for the goose & all that...
edit4: gotta go!
edit: 24, presumably it is the agreement b/tw the PPers & Wave. it is a document which has not been made public so i cannot comment on the language.
but i did impute the "reach back" provision as a result of the PPers ability to secure 24% APR in the event of inexcused non-performance. it is not an unreasonable inference IMO considering the facts of Wave's financial quandry.
you wrote, "...whether such an obligation may be predicated solely on a unilateral declaration in a form S-3."
the mutuality is presumably the terms & conditions w/in a contract which was not disclosed & one to which we are not privy. nevertheless, it was Wave's filing & Wave's disclosures & as such, it does not seem unreasonable to conclude it was a negotiated term
& fwiw, i seriously doubt that any contentions of impracticability, impossibility, frustration or force majeure is gonna let Wave wriggle out of the vigorish. & based on the sitchy, i suspect that it is 6% due & payable as of IDF... maybe zen can get a copy of the agreement for you to evaluate?!?
just as a blockade of the Suez Canal was forseeable in the eyes of sophisticated commercial parties, so too is the possibility of administrative agency regulatory delay...
JMO
edit: & of course i view the Wave glass as 3/4 empty, you perceive it differently & i respect yer perspective. neither of us knows the answer here b/c we haven't seen the instrument & the mutuality question is a good one.
edit2: when you present a solid position, i am willing to note it accordingly. nevertheless, common sense dictates to me that the PPers would not have agreed to an interest free loan to Wave for a fiscal Q on top of a 16% +/- erosion in their illiquid equity... given the position of the parties at the time of execution, it is more or less nonsensical IMO.
edit3: cute shute... but didya notice that even Lark gets confused about the vernacular?
"'The early stages of any emerging market are critical. IBM has clearly established their leadership in trusted computing with their family of Embedded Security System Personal computers,' said Lark Allen, executive vice president, Wave Systems."
doesn't IBM call their TC series "Embedded Security Subsystem" PCs?!?
geeez, if a fmr IBM exec & current Wave tech officer/guru/evangelist can't even get the terms straight in a PR (which necessarily permits him to take his sweet time to reflect, proof, edit & so forth...), how can one expect non-wavoid lay people to wrap their heads around it so easily?
no wonder there was rampant confusion in the market regarding Wave's PR... even Wave's execs can't get it straight!
edit: Doma, that doesn't change the fact that hard-core wavoids completely understood the implications of the 8/4/03 PR, but the rest of the world was confused by it... many of them now claim to have been mislead by it.
fact is, the "teeth" of the claim IMO is not that PR, it's all the insider sales that were dumped into the market during the pump.
let's just agree to wait until the discovery is complete, b/c IMO there is more to the story than that which meets the wavoids' eye.
edit2: yes, but peter, back then the specter of the SEC & 7 class action suits did not hang around Wave's neck like a mill stone.
edit3: so shute, didya google "S-3" & "effective" yet? IMO the shares remain illiquid & the vig starts just in time for IDF.
edit5: the awk hunt is in the Bat Cave
http://www.cadcamforum.net/board/memberlist.php?mode=joined&order=ASC&start=150&sid=2db9....
looks like a few of the "turtles" have been really busy bees.
SO, Doma, as of January, Intel reports that 4Mil machines w/TPMs are out there? Isn't that roughly the same amount (mainly IBMs w/Atmel v. 1.1 modules) that were already out there prior to Wave's IBM PR (around seven months ago)?
didn't you post a while back about how there would be tens of thousands shipping in Q4 2003?
what hauppened?
btw, the PP "vig" starts flowing in around four days...
edit: geez, peter, sounds like you have inside info - do you post as "giftforshareholders" & if so, when is MSFT merging w/Wave?
edit2: shute, does google work in Singapore? do a search on S3 & effective & you'll find plenty of corp PRs. you gonna posit that Wave wouldn't issue a PR if the S-3 was already approved... yeah right!
edit3: isn't it clear Doma? the # of TPM machines in use has not increased even incrementally since the IBM PR from August based on Intel's representations in January.
edit4: yep, CalPERs *is* an "active" shareholder & some here (well, there actually) consider that to be good news? didn't CalPERs recently demand the Putnam CEO's resignation? D&O, that's the point my man... somehow Hauppauge manages to make money.
edit 5: Doma, i don't think all the things you imagine result in redressable claims... though if they were, it'd be a reeeeeeeeelly big claim!
24, as it is liquidated damages for inexcusable non-performance (versus debt service interest), wouldn't you draft the clause to "reach back" to the date of execution?
as the PPers were able to negotiate such a strong L.D. provision, it seems reasonable to conclude the likelihood that the damages would be retroactive to the date of conveyance (presumably the same date as execution).
if you were PP counsel, would you permit Wave a "free ride" for a full fiscal quarter? they are currently down around 16% on the shares (which are yet to be declared effective & as such illiquid) & your supposition permits Wave to effectively have an interest-free loan for a full Q?
considering Wave's financial status at the time of financing, it seems rather unlikely IMO that there would be any free ride for such non-performance. it doesn't make any sense that PPers would be so charitable.
unless of course you have read the contract & it indicates as you suggest. btw, thanks for counting the days... so the non-performance L.D. provision kicks in & the 24% APR meter starts ticking next tuesday & the 3, 4, or 5 million shares are still waiting to be sold.
just in time for IDF to save the day.
edit3: D&O don't know anything about the other class in which you were a member so i can't really comment on the litigation track.
IMO there may be incentives for Wave to avoid detailed discovery & that is the basis for my conjecture that the claims will be resolved by a relatively quick & quiet settlement. Insurance will presumably cover the tab (assuming Wave & its principles carry such policies).
a judicial disposition other than consent decree (to an agreed settlement) seems unlikely IMO. presumably Wave will move for transfer out of Jersey & it'll be contested (motions, etc) & that'll take a few months (at least).
could get to class certification/hearing stage somewhere around June-August, depending on the heft of the Mass Judge's docket.
edit: Thig -- that deadline is one week away & i too would argue that it is 6% due & payable on 02/19/04 (but i haven't seen the agreement) & an additional 2% every month thereafter that the share registration has not been declared effective. yeah, 24% interest seems sorta loan-sharkish to me, but some here are totally comfortable w/it b/c the SEC investigation is supposedly "BS!" & of course, IDF is just around the corner... so all is well (or so they say).
edit2: Mig -- you know you are not "way off" on that assessment -- any lawyer bringing such a nonsensical claim against the class action counsel would likely be sanctioned pursuant to Rule 11 -- JMO.
edit3: keep dreaming Texastree. & btw, the stock could be at $100 & it wouldn't change the claims against Wave in the least. They relate specifically to the alleged events of the class period & anything which transpires thereafter is irrelevant -- IMO.
D&O... correct.
100% JMO, but Wave will presumably answer the complaints & seek case consolidation & venue transfer of the NJ case/es into Mass.
after that, the first big test is class certification, which IMO seems likely to succeed. those who expect any dismissal solely on the pleadings are delusional IMO (Fed. R. Civ. Pro 12).
summary judgment is remotely possible IMO, but highly unlikely, as there are probably some notable disputed material facts at issue that would seem to preclude any disposition by any motion IMO. (Fed R. Civ Pro. 56).
IMO it'll get settled over course of the next six months to a year... but then again, i didn't attend a "Tier One" school, let alone #2 in the U.S.
edit2: "Wave did not put a few pages of text the same color as the background like a porn site. That's what Google is referring to."
yes they did... just like a porn site. a slew of "trusted banking," "trusted e-mail," etc. one pixel text in the same indigo blue as the background embedded in the bottom margin.
do you find it ironic that the self-proclaimed "leader of Trusted Computing" would employ such tactics?
edit: zen -- dubble D posted that NSM Safekeeper would be "in production" this month:
http://www.investorshub.com/boards/read_msg.asp?message_id=2334528
edit2: shute -- already posted that they are no longer utilizing the technique. how do you know i didn't save the page as a web reseource?
Google's Quality Guidelines - Specific recommendations:
* Avoid hidden text or hidden links.
* Don't employ cloaking or sneaky redirects.
* Don't send automated queries to Google.
* Don't load pages with irrelevant words.
* Don't create multiple pages, subdomains, or domains with substantially duplicate content.
* Avoid "doorway" pages created just for search engines, or other "cookie cutter" approaches such as affiliate programs with little or no original content.
These quality guidelines cover the most common forms of deceptive or manipulative behavior, but Google may respond negatively to other misleading practices not listed here, (e.g. tricking users by registering misspellings of well-known web sites). It's not safe to assume that just because a specific deceptive technique isn't included on this page, Google approves of it. Webmasters who spend their energies upholding the spirit of the basic principles listed above will provide a much better user experience and subsequently enjoy better ranking than those who spend their time looking for loopholes they can exploit.
If you believe that another site is abusing Google's quality guidelines, please report that site at http://www.google.com/contact/spamreport.html. Google prefers developing scalable and automated solutions to problems, so we attempt to minimize hand-to-hand spam fighting. The spam reports we receive are used to create scalable algorithms that recognize and block future spam attempts.
http://www.google.com/webmasters/guidelines.html#quality
"EVERY website company does the same thing or they are stupid."
or ethical.
edit2: it isn't the least bit surprising that you of all people would maintain such a position.
SO, what do you call authoring a blatant hype article (w/enticing graphics of the Intel MB included) regarding Wave Systems (under the seemingly innocent guise of a more general discussion on Trusted Computing) & posting it on a supposedly objective vertical market/industry association website under the byline "CadCam Forum Staff Writer" & concealing the fact that the same author is swimming in shares of Wave & as such, possesses a MASSIVE conflict of interest?
s'pose you'd characterize it as maximization of shareholder value.
others might call it shamefully unethical.
think anyone stumbling onto that hype article will make the connection to yer naked self interest now that you have established the new super-secret wavoid batcave in the same comfy confines?
SO, thanks for further illustration of moral relativism... but just don't act surprised if (when) the subpoena arrives.
edit: Jaybeaux -- i responded to the prior post & it was felled in the weekend delete-spree that apparently landed awk in iHub jail.
fwiw, i completely concur w/the points made about tiers. it was a fellow wavoid who made a point about the supposed differences in the education, not me. i merely inquired what tier was the school she attended (& it was a rhetorical question to her, btw). so there's a certain degree of irony in the challenges you post to me, as i side w/the perspective. it is a fellow wavoid w/whom you take issue. she went to the #2 law school in the U.S.
as to the analysis you just posted on the merits of the claim vis-a-vis the PR, i've stated repeatedly that the reporting was IMO negligent, but i am also not privy to what may have been communicated verbally to any reporters.
the "teeth" of the claims lie elsewhere IMO & who knows what'll turn up in discovery.
edit2: fwiw, for part of my education i was on a full scholarship & fellowship. for other parts i took financial aid & clerked part-time throughout my studies ('cept 1L).
edit: a few months ago...
Wave.com was loaded w/hidden text in the bottom margin.
"trusted computing"
"trusted e-commerce"
etc., etc.
i caught it inadvertently while checking a google cached version of the page back in June or so.
edit: nor do i shute... but that wasn't the primary point.
however it does speak indirectly to part of what i posted earlier about the use of such shabby techniques.
edit3: "hidden text" v. html meta-tags
24, by all means continue to purport that these two things are in fact one in the same...
& while yer @ it, please feel free to suggest that software "errors" & "bugs" are in fact, two completely different things.
reasonable minds can disagree...
--------------------------------
Why Hidden Text is Bad
Many people use hidden text or 1 by 1 pixel images with keyword rich alt statements. If your page is found to be doing these you may get de-listed. You should be able to creatively stick your keywords in the content without needing the extra cheese techniques.
I have noticed that Google has not been very good at detecting many of these spam sites. If you start to become successful though you may get de listed. I have turned in over 100 sites myself. If I take the time to do it right there is no reason for me to be angry or frustrated with people who are not, I simply turn them into the search engines.
Though AltaVista is the only engine who typically responds, the others may use the data for future algorithm changes. If you are doing everything right, eventually you will earn the rankings. Using invisible text looks unprofessional to those who see it, and is just a way of selling yourself short in the long run. I typically would not link to a site that is using invisible text.
If you see a site that uses the hidden text technique to enhance listing feel free to report spam to the major search engines.
http://www.search-marketing.info/traps/hidden.htm
------------------------------------
edit: & FTR, Wave.com no longer utilizes "hidden text."
http://216.239.41.104/search?q=cache:ZxMgaod1LjkJ:www.wave.com/+%22trusted+computing%22+wave+systems....
edit2: res ipsa, counselor... res ipsa.
edit3: ad hominem doesn't change the fact that you purport that html meta-tags & "hidden text" are the same thing (they aren't) AND you contend that the DoD did not reject Wave's "smart" safe/signature for "bugs."
all posturing & semantics aside, the terms "software errors" & "bugs" are synonymous.
edit3: paid listing Jaybeaux
just one more among dozens & dozens & dozens of such exhibitor lists on which Wave has appeared.
& if anything, it points out the glaring absence of anything Wave anywhere else on the IBM site.
just another big "partnership."
24 - my half-tuchus anectdotal sampling tells me that "hidden text" is generally not considered a legitimate technique among web designers. AND, if it were viewed as an ethical means by which to drive traffic to a legitimate site, why was all the "hidden text" removed from the wave.com site the next day?
why didn't mymoneybegone post the entire text of his observations here?
http://ragingbull.lycos.com/mboard/boards.cgi?board=CLB00135&read=103792
btw, notice anything different about this board's "iBox" today?
& no... i'm not referring to the "link of the week."
edit: jakes_dad -- but wasn't Wave s'posed to be doing tens of thousands in volume last quarter ?
edit2: PMD - sell the shares & keep 90% of the cash & use 10% to buy a few calls for 2005 if you really feel you need to be in wavx -- condolences.
edit3: dubble D - gee, that's odd. wavoids have been posting that NSM was shipping months ago? they even had a schematic PDF from 2002 to prove it!
maybe all those chips are on the slowest of all "slow boats" from Asia like SKS speculated about a year ago?
24:
nope -- don't feel like looking it up & don't have it bookmarked. nobody bothered to respond to D&O, so there is wavoid precedent for such a non-response.
the last (insert whatever word you would prefer to characterize the DoD's non-acceptance of Wave's product) entry on the DoD page was many, many months ago (i think it exceeds Doma's self-imposed 6 month expiration date for all valid Wave data).
if not for "bugs" then what?
btw, do you consider it ethical for a company to load their official page w/"hidden text" to advance that same page up the google listings?
do you consider that "trustworthy" corp behavior?
edit: bargey - unfortunately the retainer seems to be worth less & less as every month passes...
you might disagree that there are significant similarities b/tw Wave & Silicon Film's story, but IMO there is some "past is prologue" that is worth carefully considering.
read the complaint filed against S.F. - you could almost cut & paste some of that stuff, change some names, dates, etc. & it'd be pertinent.
regards.
gotta go!
edit3: corrected it barge.
doesn't change the point though -- he was CofB during a period where numerous allegations were made which sound very familiar to Wave.
it ended badly.
edit: btw, i noticed that nobody responded to D&O's question.
do you know if Wave resubmitted the secure signature stuff to DoD? as you may recall, it was previously rejected for bugs & it seems there was no follow-up thereafter...
or at least no follow-up that anyone knows about.
do you know?
edit2: Doma, and this is in your learned opinion? what do you make of the FACT that the $1Million+ "loan" (which woulda violated Sarbannes-Oxley if conveyed just a bit later (& mkaybe the "forgiveness" does violate S-O) was not repaid, deemed "uncollectible" & a 100% reserve was booked on Wave's numbers... then a few months later the INTC pop results in a dump?
could one construe that as an insider, he knew the INTC PR was in the offing? as such, could one construe that the timing of the sale is problematic, maybe even in violation of the 1934 Act?
you know he is on the record regarding this matter?
is that "BS"?
edit 3: Doma -- MSFT has somehow managed to book some top line over the years... btw, any chance that MSFT & RNBO are co-developing their own "SSC"?!? & btw2, why hasn't MSFT just adopted the TCG terminology? why does MSFT call it an "SSC" instead of TMP? might they have some plans for their co-developed (& MSFT-branded) device?
is it "BS" that MSFT & RNBO are working on their own hardware security device & that MSFT doesn't officially use the acronym TPM (electing instead to call the hardware device an SSC for NGSCB purposes)?
is it possible that MSFT might have a workaround?
how does he do it?
UNITED STATES DISTRICT COURT
CENTRAL DISTRICT OF KALIFORNIA
SOUTHERN DIVISION
B.K. GREEN, on Behalf of Himself and All Others Similarly Situated,
Plaintiff,
vs.
IRVINE SENSORS CORPORATION, ROBERT RICHARDS, JOHN STUART JR., JAMES D. EVERT, JOHN CARSON and ROBERT WEBBER,
Defendants
CASE NO. SA 02-00159 GLT (MLR)
CLASS ACTION COMPLAINT FOR THE VIOLATION OF FEDERAL SECURITIES LAWS
JURY TRIAL DEMANDED
59. Several days later, SFI announced the departure of key employees. As reported in the June 29, 2001 Business Wire:
Silicon Film Technologies, Inc., a subsidiary of Irvine Sensors Corporation (Nasdaq: IRSN; Boston Stock Exchange: ISC), today announced changes to its executive management and Board of Directors. Effective July 6, William B. Patton, Jr., former Chairman, President or CEO of three public and three private companies, will become Silicon Film's new Chairman and Chief Executive Officer. Peter Sprague, former Chairman, and Kenneth Fay, former Director and CEO, have resigned their positions with the firm.
http://www.wyca.com/complnts/isc-com.htm
the class period was 01/06/00 ----> 9/15/01 & he was CofB of the defendant (subsidiary) for all but the last two months of that period, yet he managed to not be named individually in the claim.
years & years of promises, "alliances" & demos...
zero revs. & all sorts of unrealistic guidance until it collapsed. Silicon Film ended up going under...
@ least Intel eventually purchased Shiva (via "takeunder"), albeit at around a 99% discount.
whatever Doma...
assuming arguendo that yer revisionist history is accurate, the post to which i reply is yet another example of the wide latitude that zealots are afforded in the interpretation of the TOU as opposed to the strictures imposed upon those who disagree.
& no matter who is right, doesn't change the fact that the DoD rejected Wave's technology for bugs. do you know if Wave ever re-submitted the secure signature app?
& btw, if the U.S. DoD considers the buggy Wave product unacceptable, what might that portend for the remainder of their technology portfolio, the same one you claim is on the brink of market domination?
the same one you predicted ad nauseum would be generating millions in top line last quarter?!?
wrong Doma.
i was the *first* to post it months & months ago.
the issue was revisited recently, but i (think) i first posted it in July, maybe August.
man is that unwarranted Snack - there was zero in that post that even approached the level of attack that is permitted by people like awk.
wavoid credibility is about as low as it has ever been IMO.
i really hope that Matt brings this hypocrisy to a grinding halt, especially now that voids are in an active exodus to go-kitesurf's site (the same one w/the pro-Wave article that doesn't designate the author is up to his eyeballs in wavx).
seemingly similar to when awk circulated the AMD/Wave whitepaper to journalists while posing as a "consultant," but presumably failed to disclose his obvious financial interest in promoting wavx.
mere moral relativism.
Snackman, wavoids attack other posters all the time. @ least Burp brings some humor.
void attacks are just generally nervous & nasty barbs.
edit2: awk, you mean like when i found that the DoD had rejected Wave's secure signature software?
or maybe when i posted that MSFT & RNBO were co-developing a MSFT-branded secure hardware device for NGSCB?
or maybe when i posted that the official Wave website was using a bunch of hidden text (loading it w/"trusted" terms so that it moved up the google searches) & then all the hidden text mysteriously disappeared the next day?
or maybe you mean when i posted the blog that indicated that Joe Trippi "didn't know" if he still owned wavx?
you mean DD like that?
glom awk's (hype) DD:
http://members.rogers.com/wavesystems/
edit: good awk, i'll be hauppy to continue to post that sort of stuff.
edit2: isnore99 -- did you ride all those shares down from $50? btw awk, do you consider "due diligence" to be exclusively positive extrapolation, or does it ever include findings that warrant caution?
good edit mammon!
IMO, you failed to note the biggest RISK of them all w/this stock - management's misplaced priorities (self-interested disregard for fiduciary duty).
why do you claim to be looking for a new board when you've already joined one? could one construe such a statement as disingenuous ?
...let's start a new board on IHUB, if it's possible, without bashers.
http://www.cadcamforum.net/board/memberlist.php?mode=joined&order=ASC&start=150&sid=2db9....
btw2, in what tier was the law school which you attended?
----------------
rachel -- i used to count you among the most objective of the wavoids (maybe that's something of a contradiction in terms
some of the more abrasive people on the third rock reside in this strange little universe & are especially obtuse when anyone posts anything that they perceive as a challenge to the recruitment of fresh money (presumably in order to increase the value of their holdings, or in the alternative to prevent their holdings from eroding (IMO)).
simultaneously, there are definitely wavoids here whom i fully respect though respectfully disagree. a short list includes 24, internet, eammonshute, bigtim, zen (despite his machiavellian theory & misguided "dream" post), D&O, weby, & about a half dozen others... they have all been around since '98 or earlier & the important thing about them is that they are occasionally willing to note certain misgivings w/candor. they don't seem (IMO) to be recruiting newbie capital & if they are, they at least include some discourse that is critical. i still include you in that camp fwiw.
& speaking of "abrasion," mammon snidely posted a self-censored vulgar insult directed at me recently when i wouldn't spoonfeed her the similarities between Wave's mess & Shiva's back in 1996-97, nor comment on any of the possible legal similarities (despite numerous breadcrumbs posted that dot-connectors seemingly miss) or the potentially similar business outcomes.
Doma attacks regularly (& his yahoo alter-ego "nextflatpanel" is full-on rabid). AWK is about as acerbic as they come & seemingly feels compelled to regularly chime in (meanwhile he hosts one of many Wave-hype websites). kevins5elected bolds, 88, etc., etc., not to mention the bizarre epithets from one seriously disturbed wavoid on the yahoo thread.
sorry to hear you are having trouble reconciling things... always thought you were considerably smarter than that. oh wait, i remember, i think i'm smarter than everyone.
haven't you yet noticed that my one consistent theme over the years (irrespective of whether i was holding wavx or not), has *always* been IMO criticism of mgmt's abject disregard for good corp governance standards, realistic & accurate guidance/disclosure & an observance of fiduciary duty?!? if those things existed at Wave, there would be little "abrasion" from me. i'm surprised you cannot see (or at least have not yet seen) how my vigilance on those 3 points doesn't comport w/the ideals & ethos of journalism & law.
on a similar note, what in Gawd's name leads you to believe i am in any way affiliated w/class action counsel, or have even contacted any of the firms suing Wave regarding these supposedly "baseless" actions?
FTR, i am not & have not.
& btw, IMO barge's particular grit of abrasion is hilarious (& as he well knows), i also think it remains entirely possible that the Embassy platform might some day become the interoperable trusted o/s & that Wave could be Qualcomm-like someday as a licensor of ubiquitous IP. there... yet another very postive viewpoint about what Wave could be some day.
howiever, IMO the Shiva path also remains a distinct possibility & in such a scenario, current wavoids would unfortunately not be beneficiaries of that outcome (if it were to come to fruition). & btw, c_m, i "get" the technology far more than you would ever admit though i eschew digging into schematics & tossing around acronyms (as it is wholly unnecessary IMO to be a quasi-engineer in order to understand the potential value of wavx) AND btw, i like your writing style & (most of) your taste in music.
anyway, the fact that so many voids wanna run & hide whenever a critic like Zeev shows up implies (IMO) that the staunch holders are not nearly as secure w/their investment as they might have others believe & that the ostensible threat such critics might present to the fragile collective state of cognitive dissonance might simply be too much to bear...
100% JMO.
have a good weekend!
glom awk's DD:
http://members.rogers.com/wavesystems/
edit: Doma your suspicions about my motives are meaningless.
don't hold any puts, not short wavx, nor am i looking to buy wavx right now.
if anyone's motives are suspect, it is longs who cannot tolerate any dissent & attack like frothy guard dogs whenever anything negative is posted.
btw, i didn't "highlight" 5Par's post, i reposted a link from a former employee's site which included direct commentary regarding Wave & its principals. you may be indifferent to such subjects, but IMO it is relevant. & it was the first time i'd seen it, even though it's 6 months old. dude, if 6 months was the expiration date for any info posts on Wave, voids would have much much less to post (including stuff like NSM, going on a YEAR since they announced SafeKeeper & publicly mentioned Wave).
& fwiw, 5Par sees nothing of worth in this company & i don't share that view. you mind find some cold comfort in the fact that i still bother to follow this company b/c i actually do believe that someday (a day much further away than you apparently believe) attestation & key mgmt might be a big deal & IF Wave gets a notable chunk of that market (remember, IF), it could lead to successful marketing other high margin trusted services.
so there, i posted something favorable about Wave.
if guys like you were not incessantly supportive & every once in a while posted something that wasn't necessarily designed to pull in newbie investor capital (& support your long position), the wavoid "community" just might garner some respect from those beyond its boundaries.
QPQ & honestly post something critical.
edit: N4 summary disposition is not the slam dunk you seem to think it is. there has to be an absence of any issues of material fact, and every reasonable inference must be drawn in favor of the non-movant in order to prevail pursuant to FRCP 56. Peter's sale of 100K shares in & of itself (after refusing to sell shares earlier to retire the $1M "loan") as reported in Smart Money, could be sufficient to preclude SJ.
plus none of us know what might turn up in discovery & the pleadings will invariably be amended at some later date.
JMO.
btw Doma, whatever hauppened to SKS' promise in the last CC about some big end of the year surprise announcements?
surely he didn't mean the stuff that has been announced over the last few months... or was it more of the same, along the lines of Peter's promise last March of mind-blowing news, "literally in a few weeks"?
edit2: comments from laid-off employees
SO, how many (non-sprague) employees are currently on the Wave payroll?
just what do you think this guy is "getting at" awk? you can blog w/him & try to find out.
from yahoo:
A Wave of Delusion
My wife and I used to work for this company, and the maneuvers the executives get away with are stunning. This Smart Money article explains.
Wave Systems is always on the verge of running out of money. Consistently, however, they manage to find financial backing at the last moment. This article by Scott Patterson at Smart Money does a great job of describing what goes on within the company. This excerpt reveals the behavior of the company's board and executives:
"Wave made a loan of $250,000 to the company's chief financial officer, Gerard Feeney, in 2001 so he could pay capital-gains taxes on exercised Wave stock options. After extending the due date on the loan in 2002, the company approved a bonus on March 27, 2003, "in an amount equal to Mr. Feeney's obligations with respect to such loan and accrued interest," according to Wave's 2003 Schedule 14(a) proxy filing. Feeney repaid the loan with the funds from the bonus."
The entire article is worth reading. The media has generally been focused on the behavior of executives at large-cap companies. Perhaps it is time to look at the small-cap publicly owned companies as well.
Posted: Wed - August 27, 2003 at 12:59 PM edhand.com Articles Comment (0)
http://homepage.mac.com/edahand/iblog/B1323778479/C590598292/E905065596/
EDIT: hawkshaw, there's always the super-secret alternative, though subpeonas might eventually shine light.
http://www.cadcamforum.net/board/memberlist.php?mode=joined&order=ASC&start=150&sid=2db9....
Doma -- what if someone buys an MB & decides to wait to use the TC features (or decides to wait until a company w/more than a Q worth of operating cash builds a key mgmt solution based on the open TCG specs?)
edit2: i dunno if everyone is out to get you Doma. i just know that longs want a world where the stock is @ $100 & they want to be left alone. the two wishes are mutually exclusive. you want worldwide dominion? with that comes the burden of debate & discussion about the lumpy rug in the middle of the room where a bunch of stuff has been swept over the years. just can't have both...
btw, what's next to panic?
maybe PP shares don't get SEC approval (& PPers sue Wave for breach of K)
maybe Wave runs out of $ before world dominion
maybe MW brings forth facts in discovery that sink yer battleship
maybe the SEC doesn't give Wave the clean bill of health so many here see w/certitude
maybe the case/s go to trial & Wave is slapped w/a multi-million judgment award
maybe MSFT really is developing a rival product w/RNBO
maybe a trading halt
maybe delisting
maybe bankruptcy
maybe civil &/or criminal actions brought against principals
who knows, maybe none of this stuff & Wave actually starts selling something to someone?
appropriate redaction 24
you can characterize me however you like, but it was wise of you to pull the snipe about NYT v Sullivan. SKS has "thrust himself into the vortex" & is a full blown "public persona" (as it relates to all things Wave). as such, the "actual malice" standard absolutely applies. my posit was that absent a demonstration of "actual malice" there is no cause of action against a merely negligent reporter by a public persona.
& even if Sheng was negligent, it is worth noting that only those well-schooled in Wave were not confused by any of the releases. the IBM PR was completely "fluffy" (our stuff works with their stuff), but the rest of the world misconstrued it. and considering the standard for securities claims is typically one of a "reasonable investor" & not one of a "reasonable wavoid" there remains a perception problem IMO.
i wondered about MW's allegations related to SKS sales of WAVX in January & posted as much, but then it hit me that SSPX sales occurred on thoses days. looked up the form 4s & posted as much (might have edited it out, but i was also the first person to post that the MW allegation re SSPX was erroneous, even called it "slop.")
as you tend to write in generalities when you snipe, can't be sure to whom you refer, but i certainly don't purport to be an "investment expert" but also haven't seen anything which indicates that the recent PP share registration was declared effective.
companies often issue a PR when the SEC approves the registration & considering the list of headlines under "WAVX" one would think Wave would love to issue such a PR. absent that, it seems dubious to contend that the regiistration has in fact been declared effective. the S3 notes that it is for a "proposed sale" & that the timing (if any) of sales will only occur after the registration has been declared effective.
also, my speculation that the PP had a performance clause *was* correct & the loan shark "vig" starts to accrue in 13 days or so (as was my call in late '03 that MW would be here sooner or later). same goes for the call about the shape of the adoption curve being much flatter in the early stages than the wavoid predictions (at least 2 more quarters of less than meaningful revs -- could be Q1/Q2 or Q2/Q3 -- the S3 language is ambiguous on the issue). meanwhile the cash burn & distractions have increased greatly & in no small part as a result of things that have zero to do w/ramping up (which btw, when SKS backed off earlier breakeven projections, did you really accept that their forecasts had failed to incorporate increased SG&A costs, or did you conclude that they knew full well about the rise in variable costs & it was more a function of a slower adoption rate?)
who cares though -- no matter how many times pessimists are correct, it will always be contorted & invariably reduced to a personal thing in the weirdo world of wave, or a paranoid conspiracy theory (e.g., "if you aren't fervently long WAVX, why are you here?"). apparently only wavoids can see reality -- not CNBC, not Barrons, not Smart Money, not the NYT, not the SEC, etc., etc.
fact is that if Wave had ever given even a modicum of consideration to the benefits of good corp governance, there would be far less to criticize.
instead, there are things like the fmr CEO dropping > $600K to buy out his father-in-law's bankrupt business (for his wife) when just weeks earlier he had his "loan" declared uncollectible & the public company summarily booked a reserve for 100% of the amount due & owing (never mind that he holds > 1M shares & has been a consistent seller for years... as the spraguespeak goes, it just wasn't fair to ask the fmr CEO to repay the loan b/c it might have caused him to sell stock @ a low price (& presumably he knew that the Intel announcement was in the offing anyway, so why not just wait until the stock popped & then dump?).
as to your rebuttal of the $250M being "wasted," i would agree in part (& have noted as much more than once) that it is not 100% waste b/c getting to this praecipice certainly has significant intrinsic value. however, the market has currently appraised that value at roughly $107M, so the discount is on the order of something > 60%.
& when one considers things like corporate apartments in Manhattan & Paris, ridiculously disproportionate non-performance bonuses (exceeding Wave's total top line for years & years & years), option strikes set at (or near) 52 week lows, covert cash-grabs like "Founders' Shares" & unjustly enriching "loans" conveyed on the eve of Sarbannes-Oxley & on & on & on... one must certainly ask what portion of that > $250M was irrefutably "wasted."
Mig, IMO your commentary is appropriate. the class will likely be certified (something like 75-80M shares churned in the first week of august -- so there is an abundance of bagholders who bought in reliance of the ambiguous PRs & subsequent price action) & a settlement will presumably be reached in the high six or low seven figgers, lawyers'll get paid & S/Hs will get a neglible award (IMO).
the allegations do contain some serious "slop," but if the claims included causes of action w/allegations of self-dealing & breaches in fiduciary duty over the years, IMO it would be a very different matter.
one thing that is undeniable -- CFO Feeney never paid back his "loan" & questions remain as to the timing of certain unreported option-related insider (employees & PJS) sales. if it does get to trial, better hope PJS is not called as a witness b/c if it played anything like his remarks in Smart Money's "Wave of Delusion" article, it might smack of wholesale indifference.
IMO it is impossible at this point to conclude that the SEC will find "nothing," but my view is a jaded one (duh, right?) where almost every losing trade i've ever had w/WAVX was the result of "trusting" the rhetoric from Lee (all one needs to do is look to the spikes preceding almost every CC & the resultant sell-offs when the parsed spraguespeak resulted in revs being pushed further & further out).
Snack, you wrote to Zeev about things like "vulgarity" but the very title of the post included a thinly-veiled vulgar insult?!? plenty of wavoids practice various ad hominem techniques day after day... yet those who disagree are afforded a *much* shorter leash IMO.
anyway, WAVX is up a bit, which prolly mollifies some concerns...
gotta write a brief, so don't miss me too much!
edit: unclever
what you think of me is irrelevant to me.
just clicked your cutesy simple dimple post & made a series of points in one post. your post was merely a catalyst.
was actually responding to mssrs. maher, kuhn & mcfadden collectively.
but while i'm at it, there are probably some people who are very appreciative for your CC archive efforts. quite a time saver.