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timmers - any thoughts on whether the most recent PP will be approved by the SEC prior to 01/31/03?
everyone on the wavoid side of the equation is so ready to see the potential upside, but all too often neglects to opine on the very real risks.
Wave has enough cash to fund operations through January. also has SSPX shares to sell & possibly some revs trickling in from MB sales.
if the SEC investigation takes longer than a month & a half (extremely possible IMO), how will Wave register & sell those shares from the PP?
seems unlikely IMO that the SEC will permit Wave to print any more new shares until they conclude the investigation (as that is ostensibly a focus of the probe -- options exercised & dumped into a pump).
& don't forget that, assuming they are able to unload them, there will be 7+ million shares coming in to the market (please don't tell me they were already shorted against the box either b/c that is nonsense).
there are currently 4.2M +/- shares out short (as of 11/15/03 per NASD) & a UPC-11830 restriction in effect. no way did 10%+ of the total shares outstanding get shorted into the market in the last month, esp. w/numerous 300-400K volume days.
if they had, the stock would already be below a buck...
edit: you saw that, huh?
to me that means 01/31/03 too.
edit: Doma -- has that PP been approved yet by the SEC? maybe i missed the registration filing for those securities... do you have a link for that approved filing?
Doma, while anyone familiar w/Wave knows all too well that the word "partnership" means something quite different than to the rest of those in the English-speaking world, it may be this quote from Lark Allen that "confused" many journalists:
"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. "Wave's partnership with IBM will significantly help us in our objective to deliver open and interoperable solutions to business customers as trusted computing continues to evolve." Leveraging the IBM security chip for personal computers, the Wave EMBASSY Trust Suite Client Business Edition includes the first of many new applications aimed at business users: Wave's Document Manager Vault and SmartSignature. Wave's EMBASSY Trust Suite represents one of the first portfolios of user software applications, administrative tools, and trust-based systems developed specifically around the new Trusted Computing Group (TCG) specification.
when i first read that PR back in august my reaction was "flufffffffffffffffff!" (as was the reaction of many here perhaps b/c they know that in the Wave context "partnership" means something different than what Mr. Carey seemingly thought it meant (presumably no relation to "J.P."))
as much as Mssrs. Sprague & Feeney, et al, have p***ed me off over the years, i don't wish to see them in cuffs doing a perp walk, nor do i wish to see Wave bankrupted... though i would be pleased to see a sweep of the old ways, a more independent board installed & the senior Sprague retire & step away altogether.
i also think he should "donate" his patent rights to Wave in consideration for the Founders Shares that were shipped out the back door w/out any s/h approval (& w/out even any notice to s/hs until months later buried in an SEC filing).
JMO
Wave Systems probed by SEC
By Bill Carey
Berkshire Eagle Staff
LEE -- Software developer Wave Systems Corp. announced late Thursday that it is being investigated by the U.S. Securities and Exchange Commission over public statements and stock transactions made last summer, when the company's share price soared.
Wave's share price on the Nasdaq exchange closed at $1.50 yesterday, down 31 cents, on the first day of trading since the announcement.
In a brief statement, the company said it received notice Wednesday of the SEC investigation, which "relates to certain public statements made by Wave during and around 2003, as well as certain trading in Wave's securities during such time."
Company spokesman John Callahan declined further comment other than to say that "Wave is fully cooperating with the SEC on this matter." SEC spokesman Herb Perone said the regulatory agency would not comment.
Founded by Peter Sprague in 1988 and headed now by his son, Steven, Wave Systems is involved in the development of "trusted computing" software and hardware that uses encryption to protect data from unauthorized users. The company is based at the Lee Corporate Center off Route 102.
Publicly traded since1994, Wave has raised hundreds of millions of dollars in public stock offerings and private investment, but has yet to make a profit. Last month, the company reported a net loss to common shareholders of $21 million for the first nine months of 2003.
In late July and early August, Wave announced that computer-industry titans Intel Corp. and IBM, respectively, had agreed to use its technology in various products. The company's stock, which was trading at 84 cents on July 30, improved to $2.25 the next day and peaked at $4.53 on Aug. 5. The volume of shares traded during that time put Wave at the top of most actively traded companies.
The company on Aug. 7 said it expected to receive $2.6 million from the exercise of share options by current and former employees, and another $1 million owed by Peter Sprague. The elder Sprague had been extended that amount in loans by Wave's board of directors in 2001, but had defaulted on the scheduled repayments.
Another $250,000 loan to Chief Financial Officer Gerard T. Feeney was settled earlier this year when the board approved an "extraordinary" bonus for Feeney that equaled the loan obligation.
Discussion yesterday on Internet message boards frequented by Wave investors pointed to the Intel and IBM announcements -- and a Dow Jones Newswires report citing "much confusion" resulting from the announcements -- as possible focuses of the SEC investigation.
Wave announced third-quarter 2003 financial results on Nov. 13. The company reported net revenue from development service and license contracts of $80,000, compared to third-quarter 2002 revenue of $70,000. It reported a net loss to common shareholders for the quarter of $8.3 million.
Net revenue for the first nine months was $130,000, compared to $393,000 in revenue during the same period last year. The net loss to common shareholders for the first nine months was $21 million, compared to $33.6 million last year, Wave reported.
The company said it had $6 million in cash, enough to fund operating, sales, marketing and development activities until February.
As he has in other pronouncements, Steven Sprague cast a positive light on the situation. "We can now clearly see the growing momentum for trusted computing in the marketplace, and we expect substantial growth in [product] volumes over the course of the next four quarters," he stated.
On Nov. 19, Wave announced that it had raised $7.1 million through a private placement of stock with a group of institutional and other investors. The financing will be used for ongoing operations.
http://www.berkshireeagle.com/Stories/0,1413,101~7516~1842862,00.html
you musta missed the summary 24:
redacted it as i have no desire to "pile on" to an already dismal affair, but others viewed it. sorry you missed out, but it was a rather detailed run-down of certain events, statements, etc. over the years that perhaps a disinterested & objective party might construe as circumstances having the potential to cast an appearance of impropriety.
don't own wavx or any related calls, puts, etc., SO, i have no financial interest whatsoever in how this plays out & wouldn't dare even consider taking any such interest until (if) Wave is exonerated.
*we* should?
too bad you aren't in the exec offices Rachel... i'd actually trust you.
(dis)Trusted Computing for everyone!
24:
millions of revs last year, huh 24?
have a nice weekend!
correction better late than never...
Reuters
CORRECTED-Wave Systems signs IBM deal and shares rise 20 pct
Friday December 19, 5:29 pm ET
In Aug. 4 NEW YORK story headlined "Wave Systems signs IBM deal and shares rise 20 pct" please read in first paragraph ... a deal with IBM in which its software would be compatible with selected IBM notebook and desktop computers ... instead of ... a deal with IBM to embed its software inside selected IBM notebook and desktop computers ...
In second paragraph please read ... its software would work with selected International Business Machines Corp. (NYSE:IBM - News) ThinkPad notebooks and ThinkCentre desktops ... instead of ... its embedded software would be available on selected International Business Machines Corp. (NYSE:IBM - News) ThinkPad notebooks and ThinkCentre desktops ...
In sixth paragraph please read ... the Wave security software compatible with IBM computers would be available ... instead of ... IBM computers with built-in Wave security would be available ...
(Corrects to make clear the software is not embedded in the computers)
A corrected version follows.
NEW YORK, Aug 4 (Reuters) - Wave Systems Corp. (NasdaqNM:WAVX - News) on Monday said it had agreed to a deal with IBM in which its software would be compatible with selected IBM notebook and desktop computers, marking the latest in a string of deals for the tiny company.
Wave Systems of Lee, Massachusetts, said its software would work with selected International Business Machines Corp. (NYSE:IBM - News) ThinkPad notebooks and ThinkCentre desktops that include IBM's digital security subsystem
The stock of Wave Systems jumped 20 percent, or 72 cents, in heavy volume to trade at $4.37 and is up five-fold since Thursday, with volumes changing hands at 100 times their norm.
Shares of the previously thinly traded stock have rocketed in the past three days after Wave announced a deal with Intel Corp. (NasdaqNM:INTC - News), the world's biggest chipmaker, to embed its software inside some internal computer chassis built by Intel.
Terms of the latest deal were not disclosed. But Wave spokesman John Callahan said the Wave security software compatible with IBM computers would be available in the fourth quarter of this year.
http://biz.yahoo.com/rc/031219/tech_wavesystems_4.html
so dig...
are you ByTorKing, ByTorQueen, or ByTorking's cat?
been getting mixed messages from you.
but FWIW, if you are BTK, i'll gladly "attest" that BTK is a guy from the UK who really likes to talk stocks... well, "stock" (WAVX).
Jack Bogle is on CNBC right now -- wonder if Vanguard is still holding a pile of wavx?!?
anyway good luck getting work release!
SPIN
PS Alladinator has the potential to break boredom, or wind... depends on what the moment calls for. c'mon sheriff, let these two back in -- they go way back into the 90s w/wavx & are necessary ingredients for that weird stew.
Snack posted that he day-traded recently /e
you underestimate zen:
coulda definitely put a much, much worse spin on this, but as you may have noticed (or not) i've elected to stay outta the fray (more or less). i'm trying to be compassionate here, wished you all well, expressed empathy, etc.
24 -- try going back to the day it was announced (where i posted @ the open that i was a seller precisely b/c of those option sells by SKS & Feeney).
cryballsjohnny -- there's already an open FBI file related to that sort of threat, why would you be begging for my name on yahoo?!?
& btw, if you do choose to play that sorta game, i'll be sure to post every free moment i have on every board around (& not just wavx boards either) & given how long i have watched this company & all that i know about it, that seems like something you probably wouldn't want right now.
additionally, i will not hesitate to break tradition & post under scores of newly minted psuedonyms. in fact, i would completely redefine the term "basher" just for you.
come over here & i'll be happy to chat about Wave w/you pursuant to the TOS.
tia!
that's the breast cancer diagnosis company?
i rode it briefly in early 2000 for a nice pop.
but i remember you were really bullish on Imclone & the scenario you described sounds much like IMCL.
anyway, Happy Hannukah!
b/c she's sloppy sheng...
but that doesn't remove the appearance of impropriety from SKS' & Feeney's dump near the highs.
hang in there!
Snack, weren't you were long IMCL?
is that the company you're citing?
a public statement from management refuting any wrongdoing might bring some stability IMO.
i truly respect your staunch adherence to your convictions.
regards.
are you serious Snack?!?
no way in Series_H would i touch this stock right now...
was already in an accelerated downtrend, this stigma will take it much lower & if there is any recovery, it's gonna take a very long time IMO.
wouldn't be surprised if Milberg Weiss shows up in the weeks ahead.
Horseman was half right & Blue got the other half... my 50/50 view was somewhere in between their posts -- now, all bets are 100% off.
feeling sincere empathy for you all & hope you each do whatever is best for you & your families.
best of luck.
edit: is Intel MB a test run?
Zen, yes ETS has a nice spot on the box in awk's photo... there have also been all sorts of purty graphics in trade shows too. i question the "prominently" around the world aspect when awk has had an order for well over a month as to its worldwide availability. also, Dudash was willing to drive to Santa Clara to pick one up & was rebuffed.
you wrote:
"Wave could have had more money, but didn't take it because they figure the shareprice to increase in the New Year"
fits my strategy too -- tax loss decline like last year w/entry < $1.50, could set up a nice january effect.
24 -- how 'bout the degree to which wavx was (& voids) killed by margin selling?
or how 'bout how easily it collapsed when the A@P crew attacked it?
those events both suggest overly concentrated holdings & widespread selling...
if i had the time, i'd go find a bunch of posts of voids expressly admitting they have 50% of their retirement in wavx & similar such statements...
edit: 355sh/trade ain't zackly institutions loading up!
prominently on boxes all over the world?
if so "prominent" why does one of the kings of wave DD have to ask awk how the Series_H he found the japanese site w/photo to prove Intel was shipping?!?
Hopin & Prayin -- i still think Wave has a real chance to prosper. wrote a reply to okpv about polemics that iHub devoured, but i don't think it's "over."
the "too slowly for most" is a biggggggg problem for Wave imo. they are hanging by a financial thread & are now doing PPs on a nearly Qly basis.
imo the curve is flatter than most expect right now (& will eventually steepen), but the question remains whether Wave can harvest what they have sown?
50/50 at best imo.
Betsybug - DOD rejected Wave's software.
any word on whether Lee got the bugs out of it & resubmitted it for another test?
any word on whether awk took shipment of one?
any word on whether NSM is in fact deploying?
any word on whether ETS in on the IBM site?
any word on whether Broadcom has accepted Wave software?
any word on HP deploying anything Wave?
any word on a Microsoft partnership?
24, can you present a case for why this current Intel MB run is not a test on the order of the wildly successful NEC trial?
or the compaq keyboard?
or the envoy?
or the haup card?
or theglobe.com?
or cybercomm?
or greatstuff.com?
or pcfree.com?
this is just the tip of the iceburg of the supposed lack of objectivity...
maybe 9 get returned?
dude wavx is DOWN 65% from the area that CFO Feeney sold wavx (yep, the same guy who took a "loan" from the Wave coffers & then had the same "loan" forgiven in a way that would have blatantly violated Sarbannes-Oxley had it not been extended on the eve of the bill's passage).
Feeney got $5 for 150K shares of wavx...
did you?
btw, did the CFO ever pay back that loan?
Here's one of my opinions:
you wrote:
"I think you are one of a small number of posters who purport to have a broader, more pragmatic grasp of the way the world of commerce works but who, in actuality, labor under a far more Wave-centric perspective than that of the supposedly obsessed buy-and-holders.
On what do I base this opinion? On the repeated instances in which lack of objectivity among such posters produces non-pragmatic or fallacious or hyperbolic observations about Wave."
yet you predicted MILLIONS in revs...
last year.
talk about a hyperbolic lack of objectivity...
GKS i understand Wave as well as most.
IMO it is an enormous waste of time to spend hours bleary eyed trying to uncover the very last shred of minutia to glean a tiny bit more on what wavx might do a year or three from now.
i don't think the Intel MB is the beginning or end of the analysis, but i also don't wanna "know" what doma or barge or awk or 2B "knows" b/c IMO they have clouded investment judgment as it relates to wavx. they simply love it too much to ever sell.
i unnerstand vertical integration & the "network effect" well enough to "get it" but the business model has morphed dramatically from where it was when i originally became interested (& again & again from what i can tell). they have a macro trend on their side, but a serious lack of gas in the tank to plant all the flags SkS regularly puffs about.
simply answered a direct question about # of Intel MBs in 2004... my answer was as low as one (assuming awk ever actually takes delivery (it's been well over a month now & still no mobo?!?)) & as many as a half mil.
SO, how many do you expect in 2004?
some are ecstatic about Wave announcing PR w/all these no-name "companies" of late... IMO it is a harbinger & not necessarily a good one!
still might play it for a january effect bounce but not until it gets much cheaper... which it will IMO
ok - short interest is up 2.5X yr-to-yr.
be careful whatcha wish for...
http://www.nasdaq.com/asp/quotes_full.asp?mode=&kind=shortint&symbol=EGHT&symbol=ONT&....
more than a full trading week needed to cover from here... who'da thunk that shorting would increase so much after all the A@P & BAIN shorting from $40-50?!?
SPIN
PS read 88's link & it definitely didn't read like a market clammoring for services (& that Ukranian thread was a year + old). if there really was heavy demand, why does the threadbare SCOLA "network" barely exist & largely by donations?
PPS 24, you don't see the likelihood that the avg void holds waaaaaay more wavx as a % of portfolio than most ordinary investors? whatever you say... but IMO many, many here hold 1 maybe 2 stocks & are disproportionately closer to retirement age than in most s/h bases in other tech stocks.
oh no you shoo-ent!
what changed other than the steady increase in price? do you sell too early on up moves (just before the big moves up) & too late on downers?
hold it until you have a real reason to sell. overhead from front-load flippers & momo players on the ride from 5 -----> 7 ----> 5 & apparently S-8s is gone. quietly notching upticks now regularly (by NITE fwiw) & right back near the peak of the $10M finance news run.
chewing up the bid slowly but surely (in fact i like that the news hasn't come just yet as the 7 support gets stronger), just as 5 was steroid-strong post-news irrespective of prostitute prognostications.
the bounce back to 7 was good for a virtually free & ahem, ez, 40% --- hope you stood by earlier convictions & bought it AIM style on the way down. steady volume every day & trading @ the ask consistently. cliches like "coiled spring" apply.
no doubt though, substantial expectations built in now which require positive news... e.g., BKYI today. also, refer back to Omni's "maybe it'd go up if people stopped talking about it" comment... but if the news is solid 8 figger stuff w/revs & profits & tech that warrants a steep curve (e.g., wireless apps, etc) a run like eght, agis, eag, fnix, wavx, etc., is totally possible & maybe even inevitable b/c of the exposure it has received on message boreds.
Neilson has 14/sh to go shopping. if you saw that webcast, you might agree that he'll prolly get good value & growth w/the $10M. a double should be very achievable from here & maybe 10bagger+ (which is why i'm in, but if it does a BKYI, i'll AIM out & back in). 100% JMO.
btw, weComm seems to be working in the futures market on streaming data for handheld devices:
http://xml.coverpages.org/FISD-WFIC2001-schedule.txt
later,
SPIN
dig space -- are you BTK's cat?
1-500k / e
edit: anytime -- as long as it's "happy hour!"
much better days ahead for HYTT and JoePa!
highly doubtful that SKS has a trainer! / e
HYTT --- re: weComm working w/CBOT?!?
excerpt from some engineer's CV website:
"weComm -- A British company now opening offices in the US and demonstrating their services. - Leading provider of wireless data services and systems enabling real-time streaming of data (such as the financial/stock wire) and video communications over a full range of wireless devices and networks (supports 9.6 KBPS, GPRS and 3G). - Also has developed and is licensing the Streaming Informational Platform (StrIP) which provides data and content instantaneously configured for the specific mobile weComm enabled devices for both mobile and desktop Internet. Data and content are instantaneously configured for the specific mobile device and/or the Internet from one data source without the need to reproduce multiple forms of the same content or data for distribution to different mobile devices or the Internet by synchronizing with the user profile. - Pilot under development for the Chicago Board of Trade providing streaming for futures. - An instant messenger with Chat capability is readily available." http://www.cnp-wireless.com/mcqueen.html
+
http://thewhir.com/marketwatch/srm060602.cfm
June 6, 2002 -- (WEB HOST INDUSTRY REVIEW) -- Web hosting firm SRM Networks said today it had executed a letter of intent to acquire the issued and outstanding shares of weComm, a firm that provides data streaming services over wireless networks, in a reverse merger transaction.
SRM said it would issue up to $1,500,000 of its 8% convertible notes on or before June 18, which will simultaneously be loaned to weComm. The company also said a minimum of $5,000,000 and a maximum of $12,000,000 of its Series A Convertible Preferred Stock of SRM would be sold to private investors.
SRM is a California-based provider of Web hosting and development services for small to medium-sized businesses. London-based weComm's WAVE platform enables the aggregation and streaming information from any source over wireless networks to a wide range of devices.
+
http://biz.yahoo.com/e/031016/HYTT.ob10qsb.html
"In January 31, 2003, we completed a reverse acquisition into SRM Networks, an Internet service provider, in which we were deemed the "accounting acquirer". We have discontinued SRM Network's Internet business. In connection with the transaction, SRM Networks, Inc. changed its name to Hy-Tech Technology Group, Inc."
+
http://216.239.41.104/search?q=cache:CQ1E6xgzTDwJ:biz.yahoo.com/e/021213/115678410qsb.html+weComm+sr....
"We expect to complete the transaction with weComm described above before the end of the second quarter of 2003."
HYTT DD -- Nielson gets it.
http://www.macreport.net/featured/HYTT/management.asp
presentation he gave @ conference in UK mid-June 2003:
http://www.infonortics.com/vc/vc03/prog-03.html
http://www.infonortics.com/vc/vc03/slides/nielson.pdf
http://www.infonortics.com/vc/vc03/webcast.html
this presentation is entirely on point for what is happening @ HYTT. he was listed as a presenter for Altos, but had accepted the HYTT CEO slot a few weeks earlier. the guy oozes "dealmaker" experience. i highly recommend anyone interested in HYTT invests 20 minutes or so to watch Nielson in action - he definitely knows how to get this done!!!
2002 version of "Virtual Communities" biz conference:
http://www.infonortics.com/vc/vc2002/presentations/nielson.pdf
http://www.infonortics.com/vc/vc2002/vc02-prog.html
Neilson's CV
http://www.njs.co.uk/OUR_FOUNDER/
lives in London... and has $.14+/share in M&A cash!
who else is in London?
http://www.wecomm.com/contact.html
Hy-Tech Technology Group, Inc. Recapitalizes $700,000 Investment In weComm, Inc. Onto Its Balance Sheet
FORT MYERS, Fla., Aug. 20 /PRNewswire-FirstCall/ -- Hy-Tech Technology Group, Inc. (the "Company") (BB:HYTT) announced today that it has restored $700,000 in assets to its balance sheet from an investment in weComm, Ltd of London, United Kingdom. The investment was originally recorded as a loan to weComm and reserves had been taken against it at the end of the last fiscal year, prior to new management's arrival. Documents have now been exchanged confirming the conversion of the loan to an investment as part of a private investment round led by a UK venture capital firm. Accordingly, following confirmation and verification by the Company and its auditors, and subject to normal impairment tests at each subsequent year end, the asset will be restored to Hy-Tech's Balance Sheet, and the $700,000 investment will be reported on the Company's next quarterly report, effective for the period ending August 31, 2003.
Martin Nielson, CEO of the Company, said, "we felt that it was in the best interests of the Company and its shareholders to fully pursue the potential value of this transaction since it has significant impact on our balance sheet and shareholder's equity. Our discussions with weComm's executive management convinced us that Hy-Tech's investment remains intact. In addition, with our plans to expand Hy-Tech's product and services offerings, we believe that weComm's wireless data solutions technology has applications in the US markets we serve. weComm presently serves key markets in the United Kingdom and Europe and has expressed an interest in expanding to the US. We believe the time and effort that our team invested to re-establish the value for this investment was well spent and we look forward to expanding our commercial discussions with weComm to achieve a joint, long-term, successful outcome for our shareholders."
About weComm Ltd.
weComm Ltd. is a pioneer in data-streaming technologies over wireless networks. Leading the market with its patented WAVE platform, weComm has developed commercial solutions for the financial, sports and cellular operator markets. weComm solutions enable true real-time information delivery, agnostic to networks and cellular devices, creating new revenue sources, and better ROI. Further information about weComm can be found on its website at www.weComm.com
About Hy-Tech Technology Group, Inc.
Hy-Tech is a custom systems builder and an authorized distributor of the world's leading computer components and peripherals. The Company is headquartered in Fort Myers, Florida, where it began operations in November 1992. It has seventeen local operations in Florida, Alabama, Tennessee, Kentucky, Wisconsin and Colorado. Hy-Tech offers a full line of computer components and peripherals and has technicians capable of building and servicing systems that range in scope from a basic desktop system to very sophisticated server applications. The Company has an aggressive growth strategy designed to leverage existing operations through strategic acquisitions and by expanding into new commercial growth areas in software and services, ecommerce, and proprietary technologies. The Company is an award-winning reseller of the industry's leading technology products and has earned a variety of accreditations, including, Intel Premier Provider, Microsoft System Builder Gold Member, Symantec Authorized Education Reseller, and Iomega Premier Partner. For more information, please visit our website at www.e-hytech.com
CONTACT: Martin Nielson, CEO of Hy-Tech Technology Group, Inc.,
+1-239-278-4668, or
mnielson@e-hytech.com
http://www.e-hytech.com
http://www.weComm.com
add this:
http://www.cantormobile.co.uk/overview_technology.html
and this:
http://www.microsoftat3gsm.com/partner_weComm.html
and this:
http://www.ericsson.com.au/press/case_studies/20030812_platypus.shtml
year ain't over!
if 2002 is any indication, there may be downside pressure on wavx for the rest of the month:
http://finance.yahoo.com/q/hp?s=WAVX&a=11&b=1&c=2002&d=11&e=31&f=2002&g=...
moreover, the prior link i provided demonstrated that wavx was in this range precisely one year ago.
SO, it is BD (presumably among MANY others) that doesn't want confusion by facts.
do you think any bagholders from August might be tempted to dump wavx & book the tax loss for 2003? chart screams an emphatic yes.
maybe if Peter wasn't so busy buying shell corps for his cronies to do reverse mergers to "go public" on the BB & instead focused on inking SpragueXcess deals that produced revs, maybe Wave would garner more respect on the street?!?
i know, i know, just wait till next year! but then again, look what happened to the Cubbies this year!
btw, anyone notice that Falcon was involved in uWink "going public"?!?
hmmmmmmmm...
Peter been playing the pennies lately?
uWink to Emerge as Publicly-Traded Company
Through Initial Closing of Reverse Acquisition of Prologue
- Completes $3 Million Private Placement -
Los Angeles, California, December 5, 2003 - uWink, Inc., an innovative technology-based entertainment company, today announced it has completed the initial closing of its reverse acquisition of Prologue (OTC BB: PRLG), pursuant to which Prologue will acquire all of the outstanding shares of uWink capital stock in exchange for a controlling interest in Prologue. Through the reverse merger, uWink will become a publicly-traded company. uWink also announced that just prior to the closing of the reverse acquisition, it had completed a $3.0 million equity private placement.
Pursuant to a securities purchase agreement, Prologue has issued one share of its common stock for every 3.15611 shares of uWink capital stock transferred to Prologue at the initial closing. As of the initial closing, uWink stockholders had transferred 16,764,554 shares (representing approximately 66.37% of the total shares of uWink capital stock outstanding) to Prologue in exchange for 5,311,777 shares of Prologue common stock (representing approximately 88.22% of Prologue’s total capital stock outstanding). Prologue expects to acquire the remaining uWink shares outstanding in subsequent closings pursuant to the terms of the securities purchase agreement.
Prior to the initial closing of the reverse acquisition, and after giving effect to a 1 for 200 reverse stock split conducted on November 18, 2003, Prologue had 709,193 shares of common stock outstanding. Giving effect to the acquisition of all uWink shares, Prologue will have approximately 8,712,093 shares outstanding, of which 8,002,900 shares (91.86%) will be held by the former uWink shareholders and 709,193 (8.14%) will be held by the pre-reverse acquisition shareholders of Prologue.
Reflecting a realignment of uWink’s product lines and distribution strategy and the Company’s very limited capital resources over the past two years, from January 1, 2003 to December 4, 2003, uWink had revenues of $268,632 and a net loss of $1,176,905. As of December 4, 2003, uWink had total assets of $1,989,238, working capital of $891,792 and total stockholders’ equity of $934,596. These figures are unaudited and therefore subject to year-end audit adjustments.
Nolan K. Bushnell, founder and CEO of uWink, commented, “Through the private placement and reverse merger, we have succeeded in providing uWink with needed capital to execute our near-term growth and operational plans, while also positioning the Company to have access to public markets for any future capital needs. Though the past two years were very challenging, we learned how to operate the business on an extremely efficient basis, creating financial disciplines that are now part of our corporate mantra going forward. We see substantial opportunities in leveraging our unique focus and product development talents to create a growing range of exciting electronic entertainment solutions.”
uWink has completed the development of “SNAP!,” its touch screen, countertop pay-for-play game terminal system which can be operated either on a standalone or Internet networked basis. SNAP! units offer up to 58 touch screen video games and can be easily updated by downloading new games, fresh trivia and photos, and up-to-date holiday or special event skins. uWink intends to utilize the proceeds of its recent financing to fulfill its backlog of SNAP! orders and to introduce additional products in new and existing markets.
In conjunction with the closing, existing uWink directors Nolan K. Bushnell, Peter J. Sprague and Bruce P. Kelly have been elected to the Prologue Board, replacing Kevin R. Keating, Margie L. Blackwell and Spencer I. Browne, who have resigned as directors of Prologue. Further, it is anticipated that following the completion of the reverse merger, Prologue will change its name and stock symbol to better reflect the uWink mission and brand.
Falcon Capital, of Amsterdam, Netherlands, acted on behalf of uWink in the placement of the $3 million of uWink equity. Keating Investments, LLC, of Greenwood Village, Colorado, acted as the financial advisor to Prologue in connection with the reverse acquisition and coordinated the placement of $3 million in uWink equity. Keating Reverse Merger Fund, LLC, an affiliated entity of Keating Investments, LLC, was the controlling shareholder of Prologue prior to the initial close of the reverse acquisition. New Capital Advisors, of Los Angeles, California, acted as financial advisor to uWink in connection with the reverse acquisition.
About Prologue
Prologue is a publicly-traded Utah-based “shell” corporation that in the past few years has not generated significant revenues and was considered a development stage company as defined in Statement of Financial Accounting Standards No. 7.
About uWink, Inc.
Led by Nolan Bushnell, founder and former CEO of Atari Corporation and Chuck E Cheese's Pizza Time Theater, uWink is a technology based entertainment company that has built a library of over 100 short form games as well as a range of networked and stand-alone gaming units. uWink’s unique entertainment software is available for licensing to almost any platform, including touch screen terminals, pay-for-play game terminals, lottery and gaming kiosks in public locations, and cell phones and wireless handheld entertainment devices. uWink is also developing innovative prized games for the amusement industry. For more information visit: www.uwink.com.
Forward Looking Statements
The statements contained in this press release that are not historical are "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), including statements, without limitation, regarding our expectations, beliefs, intentions or strategies regarding the future. Prologue and uWink intend that such forward-looking statements be subject to the safe-harbor provided by the Private Securities Litigation Reform Act of 1995. Such forward-looking statements relate to, among other things: (1) success of the reverse acquisition; (2) uWink’s expected revenue and earnings growth; and (3) estimates regarding the size of target markets. These statements are qualified by important factors that could cause Prologue’s actual results to differ materially from those reflected by the forward-looking statements. Such factors include but are not limited to: (1) uWink’s ability to obtain development financing as and when needed, (2) uWink’s ability to generate and sustain profitable operations, and (3) the market’s acceptance of uWink’s products and services. These statements, and other forward looking statements, are not guarantees of future performance and involve risks and uncertainties as more fully described in the Company's periodic filings with the Securities and Exchange Commission. uWink assumes no obligation to update any of the forward-looking statements in this release.
Media and Investor Relations Contact:
Purdy Tran or David Collins
Jaffoni & Collins
212/835-8500
uwink@jcir.com
WAVX is roughly "UNCH" for the year...
http://finance.yahoo.com/q/hp?s=WAVX&a=11&b=1&c=2002&d=11&e=12&f=2002&g=...
all you "buy & holders" (who also prolly have > 50% of your "wealth" in wavx) have more or less missed the market run of 2003 altogether.
wavx barely up from this time last year.
who'da thunk it'd make another fivefold round trip?
$10 ----> $50 -----> $10 in 2000
$1 ------> $5 ------> $1 in 2003
same percentages, same results...
good luck!
OT Mega Snooze Complex
IMO it'd be a good drop dooley -- Snack already knows i've been in & out of BKYI & would suggest you take a look @ the RB BKYI board - it's sorta similar to wavoid DD. But maybe wait for a BKYI pullback as it's been on a freakin tear the last few sessions!
preacherman - the first & last half hours of trading is where all the "action" is w/wavx. +/- 75% of my 2003 sells have been executed in that 60 mins.
kevin_s5elected bolds -- spinteresting that you were the one trolling ebay for an imaginary GF. kinda like the "he who smelt it dealt it" doctrine!
wavx broke the 50DMA, is the 200 next?
how many subscribers does SpragueXcess have (if any)?
3 weeks, 3 months, 3 years?
what's the difference?
PBS
using former CEO Peter Sprague's measurement of time, what is 31 weeks to most humans is more like a long weekend @ the corporate-funded Manhattan digs to Peter.
there's some formula like "dog years" but the terms are completely under wraps b/c of an NDA.
you want some secret sauce fer those fries?
i certainly hope Peter isn't in charge of the "Trusted Time" initiative, b/c when he states a time, IMO it simply cannot be trusted!
Gawd Save the Queen!
(never mind the bollocks)
guess i didn't perceive the word he used as being "vulgar."
just trying to flesh out the boundaries & "vulgarity" is a subjective one if the IMO rather innocuous word he used is construed a violation.
now i know not to use that particular word.
thanks!
why was Mig's msg deleted?
didn't seem to be a TOS, only speculated whether all the wavoids are all outta cash & expressed some seemingly genuine regret for buying the stock @ a higher price.
wavx might be tanking today (that Red Herring conference musta been a heeeyoog success), but what was it about Mig's post that violated iHub TOS?
post #22415
kevin_s5 - you never answered my question:
are you a lawyer?
kevin_s5elected bolds as usual $2/e
24: You definitely predicted something that never happened.
edit: Snackster:
i know you take a disproportionate amount of heat for anything & everything that some don't like about Wave, wavx, this bored, whatever.
i don't personally ascribe anything & everything to you, far from it. IMO you are a tireless leader of a loyal group that has millions at risk & gets its dander up when challenged. i fully understand that as well as the long & painful road the "turtles" have trudged to get to what many of them believe to be the praecipice.
maybe i overstated my position on BTK, but i definitely think he was treated as a scourge for posting his worries & opposition to certain aspects of the company.
i wrote quickly & was offended when i saw him labeled a "basher." wasn't taking issue w/you @ all.
the guy held the stock for about 5 years & probably sold out @ a loss. he made intelligent criticism his forte & that leads to unpopularity in these parts, akin to telling someone their baby is ugly or something!
the *real* "spin" was calling him a basher IMO.
yes, you are my friend Snack & i have more than once noted your restraint on deletions (which i think could extend farther than it does, but it ain't my bored).
i refused to join the DDers years ago b/c i didn't like the specter of censorship there, but here (overall) i think it's been mostly even-handed.
i don't think it's fair for HhH to only get 3 posts & have PMed Matt about it. also IMO, i think a loyal long gets a lighter standard of conduct than a dissenter & more than a few try to goad the dissenters into violating TOS (which i am guilty of once).
anyway, i think this bored isn't the perfect land of free speech, but it's also a private endeavor & Matt has a right to run his business & an RB free-for-all isn't good for his business.
& it is true that if one follows iHub's rules there isn't typically a problem. though i do think HhH is singled out b/c he is very, very good @ being the Wave gadfly.
anyway,
SPIN
PS great to hear Nelzoni is healing... i wish him well.
edit: 24 - interesting to see the winnowing of your points. i'll look back in the RB archives when i get around to it, but i once went to look for something from last year & RB had erased the slate (which is a shame b/c there were about 500k posts that were a chronicle of this company from 98-02.
i definitely recall dialog w/HhH where you were making a case in a series of posts last year about how you concluded millions & millions in revs last year.
PPS GO TROJANS!!!
edit: thanks doc:
was not aware of these factors, but haven't followed it much lately. when i was rambling on about my views of Wave taking out SSP months ago, they held 20% of the shares. hmmmm, 50% decline in % ownership. wonder if they consider that "good" dilution of their shares?
wasn't aware that Wave had a SoCal office... good to know. is it a *real* office or a beach house or something?
regards.
edit: IMO, BTK is only defined as a "basher" by those who cannot see. IMO, BTK was a generally insightful long w/a penchant for pessimism & a oft-stated desire for corporate accountability. BIG difference IMO. but as most of you already know, he was eventually run out of the Wave "community" on a rail for speaking his mind when it didn't comport w/the collective norms & mores of the entrenched.