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not sure about btig, but he moved to .15 this am and now there is a bid at .14 for 500k fwiw
More blocks going off at .14 this am but mm btig not budging so far.
http://www.prophotonix.com/investors/financial-reports.aspx
Prophotonix Posts 2017 Annual Report and Accounts
SALEM, NH / ACCESSWIRE / March 23, 2018 / ProPhotonix Limited (OTC PINK: STKR; AIM: PPIX), a high technology designer and manufacturer of LED illumination systems and laser diode modules, with operations in Ireland and the United Kingdom, announces that its 2017 Annual Report and Accounts are now available on the Company's website at www.prophotonix.com and copies will be mailed to shareholders on or around April 5, 2018.
Contacts:
ProPhotonix Limited
Tim Losik, President, and CEO
Tel: +1 603 893 8778
ir@prophotonix.com
Cantor Fitzgerald Europe
(Nominated Adviser and Broker)
David Foreman
Richard Salmond
Tel: +44 (0)207 894 7000
About ProPhotonix
ProPhotonix Limited, headquartered in Salem, New Hampshire, is a high technology designer and manufacturer of diode-based laser modules and LED systems for industry leading OEMs and medical equipment companies. In addition, the Company distributes premium diodes for Ushio (formerly Oclaro), Osram, QSI, Panasonic, and Sony. The Company serves a wide range of markets including the machine vision, industrial inspection, security, and medical markets. ProPhotonix has offices and subsidiaries in the U.S., Ireland, U.K., and Europe. For more information about ProPhotonix and its innovative products, visit the Company's website at www.prophotonix.com.
This information is provided by RNS The company news service from the London Stock Exchange
SOURCE: ProPhotonix Limited via RNS, the company news service from the London Stock Exchange
© Copyright 2018 ACCESSWIRE. All Rights Reserved.
https://www.sec.gov/Archives/edgar/data/894871/000114420418015662/tv488836_8k.htm
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): March 13, 2018
THEMAVEN, INC.
(Exact Name of Registrant as Specified in Charter)
DELAWARE 1-12471 68-0232575
(State or Other Jurisdiction of
Incorporation) (Commission File Number) (IRS Employer Identification No.)
2125 Western Avenue, Suite 502 Seattle, WA 98121
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code: 775-600-2765
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction .2. below):
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
* Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Act of 1934 (§240.12b-2 of this chapter)
Emerging growth company ¨
If any emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 1.01 Entry into Material Definitive Agreement.
On March 13, 2018, TheMaven, Inc. (the “Company”), HubPages, Inc., a Delaware corporation (“HubPages”), HP Acquisition Co., Inc., a Delaware corporation (“HPAC”), which is a wholly-owned subsidiary of the Company, and Paul Edmondson, solely in his capacity as Securityholder Representative, entered into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which HPAC will merge with and into HubPages, with HubPages continuing as the surviving corporation in the merger and a wholly-owned subsidiary of the Company (the “Merger”).
The Merger Agreement provides that all issued and outstanding common stock and preferred stock of HubPages, along with all outstanding vested stock options issued by HubPages will be exchanged for an aggregate of $10 million in cash (the “Merger Consideration”). The aggregate Merger Consideration to be issued at closing shall be reduced by (i) $1.5 million to be held in escrow to satisfy any indemnification obligations due under the Merger Agreement and (ii) to the extent that a seller-side representation and warranty insurance policy is obtained and bound at closing, 50% of the total premium, underwriting costs, brokerage commissions and other fees and expenses of such policy.
In addition, the Merger Agreement provides that all outstanding unvested stock options issued by HubPages will be cancelled for no additional consideration and that at closing certain Key Personnel (as that term is defined in the Merger Agreement) will receive an aggregate of 2.4 million shares of the Company’s common stock, subject to cut-back and vesting as set forth in the Merger Agreement.
Based on information provided by HubPages, for the year ended December 31, 2017, HubPages reported total revenues of $4,904,759, a net profit of $575,963, cash and cash equivalents of $981,173 and net working capital of $1,274,069. Under the terms of the Merger Agreement, all cash and cash equivalents held by HubPages on the closing date shall become the property of the Company. Assuming the Merger closes on June 1, 2018, the Company plans to consolidate HubPages prospective financial results from the date of closing.
The Merger Agreement contains typical representations and warranties by HubPages about its business, operations and financial condition. Consummation of the Merger is subject to certain customary closing conditions. The Company will have to obtain financing for of the Merger Consideration, and there can be no assurance that the Company will be able to obtain the necessary funds on terms acceptable to it or at all. Accordingly, there is no assurance that the Merger will be completed as contemplated.
Subject to the satisfaction or waiver of all closing conditions, and obtaining the necessary financing, the Company expects to consummate the Merger by June 1, 2018. Should the Company not be able to consummate the Merger by June 1, 2018 due to its inability to obtain the funds necessary to pay the Merger Consideration, the Company shall be obligated to pay HubPages a termination fee of $1 million.
The foregoing is only a brief description of the respective material terms of the Merger Agreement, does not purport to be a complete description of the respective rights and obligations of the parties thereunder and is qualified in its entirety by reference to the Merger Agreement that is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.
Item 8.01 Other Events.
On March 19, 2018, the Company issued a press release announcing the execution of the Merger Agreement.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
10.1 Agreement and Plan of Merger, dated as of March 13, 2018, by and among TheMaven, Inc., HP Acquisition Co., Inc., HubPages, Inc. and Paul Edmondson as the Securityholder Representative
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
THEMAVEN, INC.
Dated: March 19, 2018 By: /s/ Martin L. Heimbigner
Name: Martin L. Heimbigner
Title:
Chief Financial Officer
https://backend.otcmarkets.com/otcapi/company/sec-filings/12633953/content/html
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): March 19, 2018
MORGAN GROUP HOLDING CO.
(Exact name of registrant as specified in its charter)
Delaware 333-73996 13-4196940
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
Incorporation or organization) Identification No.)
401 Theodore Fremd Avenue, Rye, New York 10580
(Address of principal executive offices) (Zip Code)
914-921-1877
(Registrant’s telephone number including area code)
N/A
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:
[ ] Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13E-4(C) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 16b-2 of the Securities Exchange of 1934 (§240.12b-2 of this chapter).
Emerging growth company [ ]
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period or complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
[ ]
Item 1.01 – Entry into a Material Definitive Agreement
On March 19, 2018, Morgan Group Holding Co. (the “Company”) sold 1,500,000 shares of its common stock to LICT Corporation (“LICT”) for a total consideration of $180,000, or $0.12 per share, representing an approximately 50% premium to the Company’s last trade of $0.08 on March 15, 2017 and an approximately 46% premium to the average share price of $0.082 for the year to date period ending March 15, 2018 (the “Transaction”). As of September 30, 2017, the Company had $21,490 in cash and cash equivalents.
The proceeds from the Transaction are intended to be used to fund the Company’s administrative costs to maintain its public company reporting obligations for the next three years. During this time, the Company will continue to pursue a business combination. The Company currently has no plans, arrangements, commitments, agreements or understandings with any prospective target business concerning a business combination and may be unable to complete a business combination.
Mario J. Gabelli, one of the Company’s director’s, is also Chief Executive Officer and Chairman of the Board of Directors of LICT and Robert E. Dolan, the Company’s other director, is Executive Vice President, Chief Financial Officer and Director of LICT. Following the Transaction, Mr. Gabelli and LICT beneficially own, in the aggregate, approximately 49.1% of the Company’s outstanding common stock.
Item 3.02 – Unregistered Sales of Equity Securities
The information set forth in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 3.02. The securities issued in the Transaction were offered and sold in a private placement exempt from the registration requirements of the Securities Act under Section 4(a)(2) of the Securities Act and Rule 506 thereunder.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
MORGAN GROUP HOLDING CO.
(Registrant)
Date March 19, 2018 By: /S/ Robert E. Dolan
Robert E. Dolan
Chief Financial Officer
looks like a non paid promo
COMPENSATION: TheWolfofPennyStocks.com has NOT been compensated for this profile on Wound Management Technologies Inc. and does not expect to receive any in the future. TheWolfofPennyStocks.com does not own any shares of WNDM. TheWolfofPennyStocks.com may purchase shares on the open market
Heritage Commerce Corp and Tri-Valley Bank Agree to Merge
Conference Call: Thursday, December 21, 2017, 9:00 am PST/12:00 noon EST
SAN JOSE, Calif., Dec. 20, 2017 (GLOBE NEWSWIRE) -- Heritage Commerce Corp (NASDAQ:HTBK) (“Heritage”), the parent company of Heritage Bank of Commerce, and Tri-Valley Bank (OTCBB:TRVB) (“Tri-Valley”) today jointly announced the execution of a definitive agreement and plan of merger and reorganization (the “Agreement”) whereby Tri-Valley will merge into Heritage Bank of Commerce in a transaction valued at approximately $31.6 million. Heritage will issue approximately 1.9 million of its shares of common stock in the merger. Tri-Valley is a full-service California state-chartered commercial bank with branches in San Ramon and Livermore, California and serves businesses and individuals primarily in the counties of Contra Costa and Alameda in Northern California. As of September 30, 2017, Tri-Valley had $147.2 million in total assets.
Shareholders of Tri-Valley will receive a fixed exchange ratio of 0.0489 of a share of Heritage common stock for each share of Tri-Valley common stock. Based on the 20-day volume weighted average Heritage stock price of $15.76 as of the close of the market on December 19, 2017, the last trading day before this announcement, total consideration for each Tri-Valley share would be $0.77.
The board of directors of both companies approved the transaction, which is subject to customary conditions, including the approvals of bank regulatory agencies and the shareholders of Tri-Valley. Heritage does not need to obtain shareholder approval.
“We are excited about the acquisition of Tri-Valley Bank, which represents the continuation of our strategic growth in the San Francisco Bay area and offers an opportunity to further expand our presence within our existing market footprint,” said Walter Kaczmarek, President and Chief Executive Officer of Heritage. “We expect the merger to close during the second quarter of 2018 and to be accretive to tangible book value and earnings, after transaction costs have been assimilated. Tri-Valley Bank has a reputation for professional excellence, and we are delighted to welcome their customers, shareholders and employees to Heritage.”
“We consider Heritage Bank of Commerce to be the premier community bank in the Bay Area,” remarked Arnold T. Grisham, Tri-Valley President, Chairman and Chief Executive Officer. “We are pleased to join their organization. We believe that all of our constituents, customers, shareholders and employees will benefit from the larger scale and shared commitment to community banking. Heritage has a track record of strong performance, and we are excited to combine with their growing banking franchise.”
As of September 30, 2017, on a pro forma consolidated basis, the combined company would have approximately $3.0 billion in total assets.
The transaction is intended to qualify as a tax-free reorganization for U.S. federal income tax purposes and Tri-Valley shareholders are not expected to recognize gain or loss to the extent of the stock consideration received. Giving effect to the transaction, existing shareholders of Heritage are expected to own approximately 95.2% of the outstanding shares of the combined company and Tri-Valley shareholders are expected to own approximately 4.8%.
MJC Partners, LLC, was the financial advisor to Heritage in the transaction and delivered a fairness opinion to the board of Heritage. Buchalter, a professional corporation, Los Angeles, California, was legal counsel to Heritage. FIG Partners acted as financial advisor to Tri-Valley and delivered a fairness opinion to the board of Tri-Valley. Sheppard Mullin Richter & Hampton LLP, San Francisco, California was legal counsel to Tri-Valley.
Conference Call
Heritage Management will host a conference call regarding this announcement on Thursday, December 21, 2017, at 9:00 a.m. Pacific Standard Time (12:00 noon Eastern Standard Time). Investment professionals and all current and prospective shareholders are invited to access the live call by dialing 1-888-317-6016 immediately prior to the call and ask for the Heritage Commerce Corp conference call. From Canada, please dial 1-855-669-9657. To listen to the call online, either live or archived, visit Heritage’s website at www.heritagecommercecorp.com.
An investor presentation in connection with the transaction will be filed with the Securities and Exchange Commission (“SEC”) and will be available on Heritage’s website at www.heritagecommercecorp.com under the link for “Presentations” and on Tri-Valley’s website at www.trivalleybank.bank under the link for “Information/News.”
ABOUT HERITAGE COMMERCE CORP AND HERITAGE BANK OF COMMERCE
Heritage Commerce Corp, a California corporation organized in 1998, is a bank holding company registered under the Bank Holding Company Act of 1956, as amended. Heritage provides a wide range of banking services through Heritage Bank of Commerce, a wholly-owned subsidiary. Heritage Bank of Commerce is a California state-chartered bank headquartered in San Jose, California and has been conducting business since 1994. Heritage is a multi-community independent bank that offers a full range of commercial banking services to small and medium-sized businesses and their owners and employees. Heritage operates through 11 full service branch offices located in the counties of Santa Clara, Alameda, Contra Costa, and San Benito, which are in the southern and eastern regions of the general San Francisco Bay Area of California. Our market includes the headquarters of several technology-based companies in the region commonly known as “Silicon Valley.” Heritage Bank of Commerce is an SBA Preferred Lender. Bay View Funding, a subsidiary of Heritage Bank of Commerce, is based in Santa Clara, CA and provides business-essential working capital factoring financing to various industries throughout the United States.
To view Heritage Commerce Corp’s most recent financial information, please visit the Presentations section of the company’s website at www.heritagecommercecorp.com.
ABOUT TRI-VALLEY BANK
Tri-Valley Bank is a full service commercial bank headquartered in San Ramon, California, and serves businesses, non-profits, entrepreneurs and professionals primarily in California’s Tri-Valley area, specifically the cities and communities of Pleasanton, Livermore, Dublin, San Ramon and Danville in the counties of Contra Costa and Alameda. At September 30, 2017, Tri-Valley Bank had approximately $147.2 million in assets, $122.1 million in net loans and $126.6 million in deposits. Tri-Valley Bank currently operates two full service branches located in San Ramon and Livermore, California.
To view Tri-Valley Bank’s most recent financial information, please visit the Information/News section of the company’s website at www.trivalleybank.bank.
ADDITIONAL INFORMATION ABOUT THE PROPOSED TRANSACTION AND WHERE TO FIND IT
Investors and security holders are urged to carefully review and consider each of Heritage’s public filings with the SEC, including but not limited to its Annual Reports on Form 10-K, its Proxy Statements, Current Reports on Form 8-K and Quarterly Reports on Form 10-Q. The documents filed by Heritage with the SEC may be obtained free of charge at Heritage’s website at www.heritagecommercecorp.com or at the SEC’s website at www.sec.gov. These documents may also be obtained free of charge from Heritage by requesting them in writing to Heritage Commerce Corp, 150 Almaden Boulevard, San Jose, California 95113; Attention: Corporate Secretary, or by telephone at (408) 947-6900.
Heritage intends to file a registration statement with the SEC which will include a proxy statement of Tri-Valley and a prospectus of Heritage and Heritage may file other documents regarding the proposed transaction with the SEC. Before making any voting or investment decision, investors and security holders of Tri-Valley are urged to carefully read the entire registration statement and proxy statement/prospectus, when they become available, as well as any amendments or supplements to these documents, because they will contain important information about the proposed transaction. A definitive proxy statement/prospectus will be sent to the shareholders of Tri-Valley seeking any required shareholder approvals. Investors and security holders will be able to obtain the registration statement and the proxy statement/prospectus free of charge from the SEC’s website or from Heritage by writing to the address provided in the paragraph above.
FORWARD-LOOKING STATEMENTS
This press release contains certain forward-looking information about Heritage, Tri-Valley, and the combined company after the close of the Merger and is intended to be covered by the safe harbor for “forward-looking statements” provided by the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact are forward-looking statements. Such statements involve inherent risks, uncertainties, and contingencies, many of which are difficult to predict and are generally beyond the control of Heritage, Tri-Valley and the combined company. Heritage cautions readers that a number of important factors could cause actual results to differ materially from those expressed in, or implied or projected by, such forward-looking statements. In addition to factors previously disclosed in reports filed by Heritage with the SEC, risks and uncertainties for each institution and the combined institution include, but are not limited to: lower than expected revenues; credit quality deterioration or a reduction in real estate values could cause an increase in the provision for credit losses and allowance for credit losses and a reduction in net earnings; increased competitive pressure among depository institutions; the ability to complete the Merger, including by obtaining regulatory approvals and approval by the shareholders of Tri-Valley; successfully integrate, or achieve expected beneficial synergies and/or operating efficiencies, in each case within expected time-frames or at all; regulatory approvals may not be received on expected timeframes or at all; the possibility that personnel changes/retention will not proceed as planned; the possibility that a change in the interest rate environment may reduce net interest margins; higher than anticipated operating expenses; the effectiveness of our risk management framework, asset/liability re-pricing risks and liquidity risks; the costs and effects of legal, compliance, and regulatory actions, changes and developments, including the impact of adverse judgments or settlements in litigation, the initiation and resolution of regulatory or other governmental inquiries or investigations, changes in law or regulations, including tax laws, the results of regulatory examinations or reviews; general economic conditions, either nationally or in the market areas in which the entities operate or anticipate doing business, are less favorable than expected; and other risk factors described in documents filed by Heritage with the SEC.
CONTACT:
Heritage Commerce Corp
Lawrence D. McGovern
Executive Vice President and CFO
(408) 494-4562
Tri-Valley Bank
Arnold T. Grisham
Chairman, President and CEO
(925) 791-4365
https://69232158b6ac9cf4fa7b-2b1af90ce01fe18d8b360f5b74719145.ssl.cf1.rackcdn.com/document-uploads/2016-Stockholder-Letter.pdf
December 5, 2017
Dear Stockholder:
I am pleased to furnish you with the sixth update on PharmChem, Inc. (the “Company”), our results for
the year ended December 31, 2016 and to announce that the Board of Directors approved the declaration
of its second dividend of five cents per share to stockholders of record on December 21, 2017, payable on
January 8, 2018. As more fully described below, there continue to be several risk factors (as well as some
opportunities) and investment requirements facing us. However, after careful consideration of these
issues and our projection of future operations and cash flow, we believe this return to our stockholders is
appropriate at this time.
We continue to broadcast the attributes of our Sweat Patch for continuous and long-term monitoring of
drug dependent clients within federal and state community supervision programs, state managed drug
courts, re-entry courts and various treatment programs throughout the U.S.
During 2016, we concentrated our sales and marketing efforts among drug/mental health, tribal, veterans’
and re-entry courts and states operating National Highway Traffic Safety Administration (NHTSA)
funded 24/7 sobriety programs or those contemplating such sobriety programs. Four states were awarded
new funding under the 2018 NHTSA’s program and another three were awarded continued funding.
Attention to these specific customer channels together with our presence within the federal courts resulted
in another year of double digit sales growth. We attended 11 state conferences and presented our device
and related lab services at six prominent national conferences where our marketing efforts have reinforced
our presence and awareness in these markets. During 2016, we opened 83 new customer accounts.
Another opportunity for us would seemingly be in programs designed to confront the opioid epidemic
facing our country. However, many if not all the programs that would counter these addictions will rely
heavily on federal funding. The amount of such funding and to whom it will be directed is uncertain at
this time. If such funding is allocated to state and local treatment centers as opposed to the medical and
mental health communities, we could benefit.
Summary audited financial statements for 2016 and 2015 are attached. Sales increased 29%; operating
income rose 58%; net income was up 67%; and cash and cash equivalents increased $624,996. In 2016,
we sold our product and related services in 46 states and four foreign countries—the latter related mainly
to research. Our growth in 2017 is expected to ease somewhat but still achieve a double digit increase in
sales.
During 2017, we completed the installation of a new IT platform whereby all our computer operations
have been outsourced. Also, the complete revamping of our website went live in mid-2017.
The risk factors and challenges facing us continue. The Company needs to invest in further research and
development to keep abreast of current trends, new technologies and heavily regulated protocols to which
our business continues to be subjected. New FDA regulations relating to recalls and serialization may
affect us. However, the adoption by the FDA of regulations related to serialization have been delayed
indefinitely. Also, new screening assays will most likely be needed in the near future. We recently
2
www.pharmchem.com
renewed our current laboratory contract which extends the agreement to the end of 2020 with renewed our current laboratory contract which extends the agreement to the end of 2020 with automatic
renewals thereafter.
This renewed agreement calls for, among other things, upward and downward pricing depending upon the
percentage of specimens screening positive over a certain number of consecutive months. Passing on
upward pricing to our customers may prove to be difficult.
Additionally, we renewed our contract with the manufacturer of our Sweat Patch which assures us the
ongoing supply of our device and includes automatic annual renewals.
We continue to explore opportunities to present PharmChem, its franchise and strategic value to those
companies that can benefit from acquiring us at the appropriate valuation.
Lastly, Dave Lattanzio, our Vice President of Finance, has announced he will wind down his involvement
in the day-to-day responsibilities after over 20 years with the Company. Most of his duties and
responsibilities will be assumed by our recently hired Vice President & Controller, Shana Veale. Dave
will continue to assist Shana and me in selected day-to-day operations while retaining his seat on the
Board of Directors.
I appreciate your continued support. Future updates will be made as conditions warrant.
Joseph W. Halligan
President & Chief Executive Officer
jhalligan@pharmchem.com
* * * * * *
In 2003, the Company filed Form 15 with the Securities and Exchange Commission effectively
terminating its registration under the Securities Exchange Act of 1934. The Company has no plans to
revoke this filing.
The Company does not believe that it is subject to the Securities Exchange Commission’s reporting
requirements. Nonetheless, this letter contains forward-looking statements within the meaning of Section
21E of the Securities Exchange Act of 1934 and Section 27A of the Securities Act of 1933 (“Forwardlooking
Statements”), which are subject to the “safe harbor” created by these Sections. Forward-looking
statements are statements about future financial results, future products or services and other events that
have not yet occurred. These forward-looking statements contain words such as, but not limited to,
“expect”, “anticipate”, “estimate”, “believe”, “will”, “may” or “might”. Investors should be aware that
actual results may differ materially from our expressed expectations because of risks and uncertainties
about the future. We will not necessarily update the information in this letter if any forward-looking statement later turns out to be inaccurate
PharmChem, Inc.
Summary Balance Sheets
December 31, 2016 and 2015
2016 2015
(Audited) (Audited)
Cash & Cash Equivalents $2,928,499 $2,303,503
Short-Term Securities 19,300 22,897
Receivables, Net 514,095 321,918
Other Current Assets 128,021 153,776
3,589,915 2,802,094
Proprety and Equipment, Net 22,770 12,154
Total Assets $3,612,685 $2,814,248
Accounts Payable $ 172,005 $ 229,876
Accrued Expenses 416,809 281,157
Total Liabilities 588,814 511,033
Stockholders' Equity 3,023,871 2,303,215
$3,612,685 $2,814,248
PharmChem, Inc.
Summary Statements of Operations
For The Twelve Months Ended December 31, 2016 and 2015
2016 2015
(Audited) (Audited)
Net Sales $4,168,305 $3,233,777
Cost of Goods Sold 1,580,472 1,241,589
Gross Profit 2,587,833 1,992,188
Selling, General & Administrative Expenses 1,555,040 1,338,727
Operating Income 1,032,793 653,461
Dividend Income and Unrealized Gain (Loss)
on Securities, Net 3,506 (29,078)
Net Profit Before Taxes 1,036,299 624,383
Provision for Taxes 20,995 16,389
Net Income $1,015,304 $ 607,994
crcw hits $485 ugh
Us Nuclear Corp to Become Miftec’s Exclusive Manufacturer of New Medical Isotope Generators
LOS ANGELES, CA, Dec. 07, 2017 (GLOBE NEWSWIRE) -- US Nuclear Corp (OTCBB: UCLE) has signed a letter of intent with MIFTEC to become the exclusive contractor to manufacture medical isotope generators in the nuclear medicine market. MIFTEC’s parent company, MIFTI Nuclear Fusion, was recognized and awarded by the U.S. ARPA-E for their innovative approach and rapid progress towards fusion energy, which could provide a nearly limitless supply of clean, domestic power. MIFTI has shown that its Staged Z-Pinch fusion technique will produce high neutron flux, which in turn can be used to produce medical radioisotopes.
US Nuclear Corp (OTCBB: UCLE) has signed a letter of intent with MIFTEC to become the exclusive contractor to manufacture medical isotope generators in the nuclear medicine market. US Nuclear Corp. is the exclusive manufacturer for these nuclear isotope generators.
MIFTEC stated, “There is a terrible shortage of medical scanning isotopes. Millions of patients are unable to get the diagnostic scans and treatment they need due to the shortage and deteriorating sources of medical isotopes from Russia, Belgium, Canada, and South Africa.”
Currently, there are no suppliers in the USA.
MIFTEC’s breakthrough solution could solve this medical isotope shortage, and at a fraction of the cost. MIFTEC believes it can cut the current cost of producing radioisotopes by at least 50%, thereby allowing even greater access to individuals that need them.
US Nuclear Corp. is the exclusive manufacturer for these nuclear isotope generators.
Global radioisotope production capacity is currently maxed out at $10 billion.
Current global demand is significantly above $10 billion and is expected to reach $17 billion by 2021.
Europe accounts for about 20% of the market, while North America is the dominant market for radioisotopes (45%). Currently there are no such manufacturers in the USA.
US Nuclear Corp. will also acquire a 10% interest in MIFTEC, and is working with BMA Securities to raise funds on a best efforts basis.
US Nuclear Corp. (OTCBB: UCLE)
Robert I. Goldstein, President, CEO, and Chairman
Ph: (818) 883 7043
Email: info@usnuclearcorp.com
www.usnuclearcorp.com
Source: US Nuclear Corp.
© 2017 GlobeNewswire, Inc.
nope :)
ihrc thx for posting this one!
http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=12342901
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________ ___________
FORM 8-K
_____________________ __
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 27, 2017
_____________________ __
INVESTORS HERITAGE CAPITAL CORPORATION
(Exact name of registrant as specified in its charter)
_____________________ __
Kentucky
(State or other jurisdiction
of incorporation)
000-01999
(Commission
File Number)
61-6030333
(IRS Employer
Identification No.)
200 Capital Avenue
Frankfort, KY
(Address of principal executive offices)
4060 1
(Zip Code)
Registrant ’s telephone n umber, including area code: (502 ) 223-2361
Not Applicable
(Former name or former address, if changed since last report)
_____________________ __
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
?
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
?
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
?
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
?
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ?
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ?
1/7
Form 8-K
Item 1.01 – Entry into a Material Definitive Agreement.
Agreement and Plan of Merger
On October 27, 2017, Investors Heritage Capital Corporation, a Kentucky corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among the Company, Aquarian Investors Heritage Holdings LLC, a Delaware limited liability company (“Parent”), and Aquarian Investors Heritage Acquisition Co., a Kentucky corporation and a direct, wholly owned subsidiary of Parent (“Merger Sub”). At the time of the closing of the transactions contemplated by the Merger Agreement (the “Effective Time”), Merger Sub will, in accordance with the Kentucky Business Corporations Act, Kentucky Revised Statutes Section 271B.11 (the “KBCA”) and the Merger Agreement, merge with and into the Company, with the Company continuing as the surviving corporation as a wholly-owned subsidiary of Parent (the “Merger”).
The board of directors of the Company (the “Board of Directors”) acting upon the recommendation of a special committee of independent and disinterested directors previously appointed (the “Special Committee”), has unanimously (a) determined that it is fair to and in the best interests of the Company and its shareholders (the “Company Shareholders ”) for the Company to enter into the Merger Agreement, (b) adopted the plan of merger set forth in the Merger Agreement and approved the Company’s execution, delivery and performance of the Merger Agreement and the consummation of the transactions contemplated thereby on the terms and subject to the conditions set forth in the Merger Agreement and in accordance with relevant provision of the KBCA and (c) resolved to submit the Merger Agreement to the Company’s shareholders and recommend that the Company’s shareholders approve the Merger Agreement and the plan of Merger set forth therein at a special meeting of the shareholders of the Company that will be held on a date to be announced (the “Company Shareholders’ Meeting”). The Special Committee and the Board of Directors received the opinion of Stout Risius Ross LLC to the effect that, as of the date of the Merger Agreement and subject to the limitations, qualifications and assumptions set forth therein, the Merger Consideration (as defined below) is fair from a financial point of view.
At the Effective Time, each share of common stock, par value $1.00, of the Company (the “Company Common Stock”) issued and outstanding immediately prior to the Effective Time (other than certain excluded shares and the Contributed Shares (as defined herein)) shall be converted automatically into and shall thereafter represent the right to receive an amount, in cash, equal to $44.75, without interest (the “Merger Consideration”). As of the Effective Time, all such shares of Company Common Stock will no longer be outstanding and will automatically be canceled and will cease to exist, and each shareholder who owned shares of Company Common Stock immediately prior to the Effective Time will cease to have any rights with respect thereto, except the right to receive the Merger Consideration to be paid in consideration therefor upon surrender of such share, without interest and subject to any withholding taxes. Shares of Company Common Stock held directly by the Company or held by Parent will not be entitled to receive any Merger Consideration. Each share of Company Common Stock owned by any direct or indirect wholly owned subsidiary of Company shall represent the right to receive the Merger Consideration. Shares of Company Common Stock that are issued and outstanding immediately prior to the Effective Time that are held by a shareholder who did not vote in favor of the Merger (or consent thereto in writing) and who is entitled to demand and properly demands payment of the fair value of such shares pursuant to, and complies in all respects with, the provisions of Subtitle 13 of the KBCA shall not be converted into or be exchangeable for the right to receive the Merger Consideration, but instead such shareholder shall be entitled to receive such consideration (and only such consideration) as may be determined to be due to such shareholder pursuant to Subtitle 13 of the KBCA.
Shareholders of the Company will be asked to vote on the adoption of the Merger Agreement and the Merger at the Company Shareholders’ Meeting. Pursuant to the Merger Agreement, the closing of the Merger is subject to a non-waivable condition that the Merger Agreement be adopted by the affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock entitled to vote at the Company Shareholders’ Meeting (the “Company Required Vote”). Consummation of the Merger is also subject to the satisfaction or waiver of certain customary closing conditions, including, among others: (i) no law or order being enacted, issued or enforced that is in effect and that makes illegal, prevents, prohibits, restrains or enjoins consummation of the Merger; (ii) the requisite regulatory approvals set forth in the Merger Agreement having been obtained and remaining in full force and effect, including approvals and notices to be filed with applicable state insurance regulators; (iii) the continuing employment of Harry Lee Waterfield II, Raymond L. Carr, Robert M. Hardy, Jr, Larry J. Johnson II and Julie Hunsinger Mink; and (iv) the satisfaction of the conditions precedent to the obligations of certain lenders to fund certain loan obligations to an affiliate of Parent to be utilized to fund a material portion (up to $27,000,000) of the aggregate Merger Consideration. Consummation of the closing of the Merger is also subject to certain other customary conditions, including, among other things, the accuracy of each party’s representations and warranties contained in the Merger Agreement and each party’s compliance with its covenants and agreements contained in the Merger Agreement.
The Merger Agreement contains customary representations, warranties and covenants of the Company, Parent and Merger Sub. The Company has agreed to various customary covenants and agreements, including, among other things, to conduct its business and operations and to cause its subsidiaries to conduct their business and operations in the ordinary course during the period between the execution of the Merger Agreement and the Effective Time, not to engage in certain kinds of transactions during this period and to hold the Company Shareholders’ Meeting.
Form 8-K
The Merger Agreement contains certain provisions giving each of Company and Parent the right to terminate the Merger Agreement under certain circumstances. Upon termination of the Merger Agreement, under specified circumstances, the Company may be required to pay termination fees to Parent in an aggregate amount of up to $2,500,000.
The Merger Agreement provides that at the Effective Time, all directors of the Company other than Harry Lee Waterfield II and Robert M. Hardy, Jr. shall resign as directors of the Company. Concurrently with the execution and delivery of the Merger Agreement, the Company or its subsidiaries is entering into three-year employment agreements with Harry Lee Waterfield II, Raymond L. Carr, Robert M. Hardy, Jr., Larry J. Johnson II and Julie Hunsinger Mink (the “Key Employees”), to be effective as of the Effective Time (collectively, the “Employment Agreements”). The Employment Agreements provide, among other things, that the Key Employees shall continue to be employees of the Company’s subsidiary following the Effective Time, the Key Employees shall contribute their shares of Company Common Stock in exchange for equity of the Parent in accordance with the Contribution Agreement and the Key Employees shall be subject to certain confidentiality, non-competition, non-solicitation, non-disparagement and non-interference covenants.
Voting Agreement
C oncurrently with the execution of the Merger Agreement, certain shareholders of the Company (the “Voting Agreement Shareholders”) entered into a voting agreement (the “Voting Agreement ”) with Parent, dated as of the date of the Merger Agreement. The Voting Agreement Shareholders collectively own beneficially 335,730.20 of the shares of the Company Common Stock as of the date of the Merger Agreement which represent 30.3% of the shares of Company Common Stock issued and outstanding and entitled to vote. Pursuant to the Voting Agreement, among other things, the Voting Agreement Shareholders have agreed to vote, in accordance with the terms of such Voting Agreement, all of the shares of the Company Common Stock controlled by such Voting Agreement Shareholders in favor of the transactions contemplated by the Merger Agreement. Further, the Voting Agreement Shareholders granted a proxy to and appointed Parent and two of Parent’s representatives as their attorneys-in-fact to vote their shares of Company Common Stock in accordance with the Voting Agreement. The Voting Agreement restricts the ability of the Voting Agreement Shareholders to transfer their shares of Company Common Stock and provides that any additional shares of Company Common Stock and all stock dividends issued to the Voting Agreement Shareholders or for their benefit shall be subject to the Voting Agreement.
Contribution Agreement
Certain shareholders of the Company (the “Contributing Shareholders”) and Parent have entered into a Contribution Agreement dated as of October 27, 2017 (the “Contribution Agreement”), pursuant to which the Contributing Shareholders have committed to contribute approximately 185,418.476 shares of Company Common Stock beneficially owned by them (the “Contributed Shares”) in exchange for equity interests in Parent. The Contributed Shares represent 13.7% of all issued and outstanding shares of Company Common Stock as of the date of the Contribution Agreement.
The foregoing descriptions of the Merger Agreement, the Voting Agreement and the Contribution Agreement and the transactions contemplated thereby do not purport to be complete and are subject to and qualified in their entirety by reference to the Merger Agreement, the Voting Agreement and the Contribution Agreement, copies of which are attached hereto as Exhibit 2.1, Exhibit 2.2 and Exhibit 2.3, respectively, and the terms of which are incorporated by reference herein.
Financing Commitments
Pursuant to an equity commitment letter from Aquarian Parc Holding s LLC, a Delaware limited liability company (“APH”) to Parent dated October 27, 2017 (the “Equity Commitment Letter”), APH has committed to provide Parent, one business day prior to the anticipated closing date, with equity financing in an aggregate amount up to $77,800,000 (of which, approximately $52,200,000 will be used to pay the Merger Consideration) (the “Equity Financing”) subject to the conditions set forth in the Equity Commitment Letter. The aggregate proceeds of the Equity Financing, together with the contribution of the Contributed Shares by the Contributing Shareholders to Parent pursuant to the terms of the Contribution Agreement, are in an aggregate amount sufficient to consummate the Merger upon the terms contemplated by the Merger Agreement and to pay all related fees and expenses.
Form 8-K
The Merger Agreement and the foregoing description of the Merger Agreement have been included to provide investors and security holders with information regarding the terms of the Merger Agreement. It is not intended to provide any other factual information about the Company, Parent, Merger Sub or any of their respective subsidiaries or affiliates. The representations, warranties and covenants contained in the Merger Agreement were made by the parties thereto only for purposes of the Merger Agreement and as of specific dates; were made solely for the benefit of the parties to the Merger Agreement; may be subject to limitations agreed upon by the parties to the Merger Agreement and are qualified by information in the disclosure letter provided in connection with the execution and delivery of the Merger Agreement (such disclosures include information that has been included in the Company’s public disclosures, as well as additional non-public information and information that modifies, qualifies and creates exceptions to the representations and warranties set forth in the Merger Agreement); may have been made for the purposes of allocating contractual risk between the parties to the Merger Agreement instead of establishing these matters as facts; and may be subject to standards of materiality applicable to the parties to the Merger Agreement that differ from those applicable to investors and reports and documents filed with the SEC. Investors should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the Company, Parent, or Merger Sub or any of their respective subsidiaries or affiliates. Additionally, the representations, warranties, covenants, conditions and other terms of the Merger Agreement may be subject to subsequent waiver or modification. Moreover, information concerning the subject matter of the representations, warranties, covenants, conditions and other terms may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures.
Item 7.01 – Regulation FD Disclosure.
On October 27, 2017, the Company issued a press release announcing the Merger. The full text of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information in this Item 7.01 (including Exhibit 99.1) shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Forward-Looking Statements
This document contains, and certain oral statements made by representatives of the Company and Parent, and their respective affiliates, from time to time may contain, “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. The Company’s and Parent’s actual results may differ from their expectations, estimates and projections and consequently, you should not rely on these forward looking statements as predictions of future events. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “might” and “continues,” and similar expressions are intended to identify such forward-looking statements. These forward-looking statements include, without limitation, the Company’s and Parent’s expectations with respect to future performance and anticipated financial impacts of the transaction, the satisfaction of the closing conditions to the transaction and the timing of the completion of the transaction. These forward-looking statements involve significant risks and uncertainties that could cause actual results to differ materially from expected results. Most of these factors are outside the Company’s and Parent’s control and are difficult to predict. Factors that may cause such differences include, but are not limited to: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement or could otherwise cause the Merger to fail to close; (2) the outcome of any legal proceedings that may be instituted against the Company or Parent following the announcement of the Merger Agreement and the transactions contemplated therein; (3) the inability to complete the Merger, including due to failure to obtain approval of the Company Shareholders or the failure to obtain certain financing by an affiliate of Aquarian to fund a material portion of the aggregate Merger Consideration, or other conditions to closing in the Merger Agreement; (4) delays in obtaining or the inability to obtain necessary regulatory approvals (including approval from the Kentucky insurance regulator) required to complete the transactions contemplated by the merger agreement; (5) the risk that the transaction disrupts current plans and operations as a result of the announcement and consummation of the Merger; (6) the ability to recognize the anticipated benefits of the Merger, which may be affected by, among other things, competition, the ability of the Company to grow and manage growth profitably and retain its key employees; (7) costs related to the Merger; (8) changes in applicable laws or regulations; (9) the possibility that the Company or Parent may be adversely affected by other economic, business, and/or competitive factors; and (10) other risks and uncertainties identified in the Company’s proxy statement relating to the Merger, including those under “Risk Factors” therein, and in the Company’s other filings with the Securities and Exchange Commission (“SEC”). The Company and Parent caution that the foregoing list of factors is not exclusive. The Company and Parent caution readers not to place undue reliance upon any forward-looking statements, which speak only as of the date made. The Company and Parent do not undertake or accept any
I don't think it has r/s yet
on the daily list today
Summary
Date/Time Event Type Eff/Ex Date/Time Symbol Issue Name Market
09/08/2017 00:00:00 Forward Split/CUSIP Change 09/11/2017 00:00:00 TOGL Toga Limited Common Stock Other OTC
Details
Previous Value Current Value
Symbol TOGL TOGLD
Issue Name Toga Limited Common Stock Toga Limited Common Stock
Class
Maturity Date
Market Category Other OTC Other OTC
Unit of Trade 100 100
Regulatory Transaction Fee Yes Yes
Financial Status Indicator
Current Value
Daily List Date/Time 09/08/2017 00:00:00
Event Type Forward Split/CUSIP Change
Effective/Ex Date/Time 09/11/2017 00:00:00
Subject to Corporate Action CD
Offering Type No Restrictions
Daily List Comment
Daily List Event Code DA
Forward Split Ratio 50:1
Reverse Split Ratio
Dividend Type Forward Split
Percentage 0
Cash Amount 0
Summary
Date/Time Event Type Eff/Ex Date/Time Symbol Issue Name Market
08/07/2017 12:00:33 Liquidation/Final Distribution 08/07/2017 12:01:00 RVUE RVUE Holdings, Inc. Common Stock Other OTC
Comments
All of the outstanding shares of the Corporation’s Common Stock shall be cancelled without consideration and without further action on the part of the Corporation. Company Dissolved effective 8/7/2017 12:00 pm EST. See UPC Notice 31-2017.
Details
Current Value
Daily List Date/Time 08/07/2017 12:00:33
Event Type Liquidation/Final Distribution
Effective/Ex Date/Time 08/07/2017 12:01:00
Symbol RVUE
Issue Name RVUE Holdings, Inc. Common Stock
Class
Market Category Other OTC
Offering Type No Restrictions
Daily List Comment All of the outstanding shares of the Corporation’s Common Stock shall be cancelled without consideration and without further action on the part of the Corporation. Company Dissolved effective 8/7/2017 12:00 pm EST. See UPC Notice 31-2017.
International Barrier Enters Agreement to Combine with Louisiana-Pacific Corporation
Jul 31, 2017
OTC Disclosure & News Service
-
International Barrier Enters Agreement to Combine with Louisiana-Pacific Corporation
VANCOUVER, BC and WATKINS, MN--(Marketwired - July 31, 2017) - International Barrier Technology Inc. (the "Company") (OTCQB: IBTGF) (TSX VENTURE: IBH) is pleased to announce that it has entered into an agreement with Louisiana-Pacific Canada Ltd. and Louisiana-Pacific Corporation (collectively, "LP"), pursuant to which LP has agreed to acquire all of the issued and outstanding common shares of the Company (the "Transaction").
The Transaction will be implemented by way of plan of arrangement (the "Arrangement") under the Business Corporations Act (British Columbia). Pursuant to the Arrangement, each issued and outstanding common share of the Company will be transferred to LP in consideration for US$0.41 per common share, for a total purchase price of US$22 million. Upon completion of the Transaction, the Company will become a wholly-owned subsidiary of LP.
Michael Huddy, President and Chief Executive Officer of the Company stated, "The Board of Directors considered the Company's strategic options, and determined that the Transaction is an attractive opportunity for the Company's shareholders. The Transaction provides shareholders with cash liquidity and a price representing a significant premium to the last closing price and 30 day volume weighted average price of the Company's common shares."
Evans & Evans, Inc. provided an opinion to the Board of Directors that, subject to the assumptions, limitations and qualifications set out in such opinion, the terms of the Transaction are fair, from a financial point of view, to the shareholders of the Company. Taking into account this opinion, the Board of Directors has determined that the Arrangement is in the best interests of shareholders, and recommends that its shareholders vote in favour of the Arrangement.
The Arrangement is subject to applicable shareholder, court and regulatory approvals and the satisfaction of certain other closing conditions customary in transactions of this nature. The Arrangement is arm's length and will require approval of at least 66?% of the votes cast by Company shareholders at a special meeting of shareholders of the Company. Information regarding the Arrangement will be contained in an information circular to be prepared, filed and mailed in due course to Company shareholders in connection with the special meeting. All shareholders are urged to read the information circular once it becomes available as it will contain additional important information concerning the Arrangement.
Upon completion of the Transaction, the Company's shares will be de-listed from the TSX Venture Exchange and it is expected that LP will apply to cause the Company to cease being a reporting issuer under applicable Canadian securities laws. Following closing of the Transaction, the Company will operate as part of LP's OSB business. LP will continue to honor the Company's existing contracts and service its customers' needs. The Company expects the Transaction to close in early October, 2017.
About International Barrier Technology Inc.
International Barrier Technology Inc. develops, manufactures, and markets proprietary fire-resistant building materials branded as LP® FlameBlock® Fire-Rated OSB Sheathing and Blazeguard FR Deck Panel. The Company's award-winning fire-resistant wood panels use a patented, non-toxic, non-combustible coating with an extraordinary capability: it releases water in the heat of fire. The panels exceed "model" building code requirements in every targeted fire test and application, and are unique in combining properties that increase panel strength and minimize environmental and human impact. The Company's family of products provides customers a premium material choice meeting an increasingly challenging combination of requirements in residential and commercial building construction. For more information please visit: www.intlbarrier.com.
About Louisiana-Pacific Corporation
Louisiana-Pacific Corporation is a manufacturer of quality engineered wood building materials including OSB, structural framing products, and exterior siding for use in residential, industrial and light commercial construction. From manufacturing facilities in the U.S., Canada, Chile and Brazil, LP products are sold to builders and homeowners through building materials distributors and dealers and retail home centers. Founded in 1973, LP is headquartered in Nashville, Tennessee and traded on the New York Stock Exchange under LPX. For more information, visit www.lpcorp.com.
INTERNATIONAL BARRIER TECHNOLOGY INC.
Michael D. Huddy
President and Chief Executive Officer, Director
NEITHER TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.
Cautionary Note Regarding Forward-Looking Information
This news release contains "forward-looking information" within the meaning of the applicable securities legislation that is based on expectations, estimates and projections as at the date of this news release. The information in this news release about the completion of the business combination described herein, and other forward-looking information includes but is not limited to information concerning: the intentions, plans and future actions of the companies participating in the Transaction and other information that is not historical facts.
Any statements that involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as "expects", or "does not expect", "is expected", "anticipates" or "does not anticipate", "plans", "budget", "scheduled", "forecasts", "estimates", "believes" or "intends" or variations of such words and phrases or stating that certain actions, events or results "may" or "could", "would", "might" or "will" be taken to occur or be achieved) are not statements of historical fact and may be forward-looking information and are intended to identify forward-looking information. This forward-looking information is based on reasonable assumptions and estimates of management of the Company, at the time it was made, involves known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking information. Such factors include, among others, risks relating to the completion of the Transaction and satisfaction of all closing conditions; risks relating to receipt of all necessary shareholder, court and regulatory approvals; business integration risks; fluctuations in general economic conditions, securities markets and currency markets; changes in national and local governments, legislation and taxation; risks relating to employee relations; and risks and hazards associated with the Company's operations. Although the forward-looking information contained in this news release is based upon what management believes, or believed at the time, to be reasonable assumptions, the Company cannot assure shareholders and prospective purchasers that actual results will be consistent with such forward-looking information, as there may be other factors that cause results not to be as anticipated, estimated or intended, and neither the Company nor any other person assumes responsibility for the accuracy and completeness of any such forward-looking information. The Company does not undertake, and assumes no obligation, to update or revise any such forward-looking statements or forward-looking information contained herein to reflect new events or circumstances, except as may be required by law.
For more information, contact:
Melissa McElwee
Chief Financial Officer
International Barrier Technology Inc.
(800) 638-4570
Copyright © 2017 Marketwired. All Rights Reserved
The above news release has been provided by the above company via the OTC Disclosure and News Service. Issuers of news releases and not OTC Markets Group Inc. are solely responsible for the accuracy of such news releases.
I got them
hmmmmmm
Since the security now has a new/different cusip #, new shares are required to be issued.
FORD promo today by Wolf of Penny Stocks, says uncompensated
cgyg thx for posting on it!
44,900 bid at .78 now. wonder how many are actually at .80
ditto for theo!
same here
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________
FORM 8-K
_____________________
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report: March 1, 2017
WONHE HIGH-TECH INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Nevada 0-54744 26-0775642
(State of other jurisdiction of (Commission File No.) (IRS Employer
incorporation or organization Identification No.)
Room 1001, 10 th Floor, Resource Hi-Tech Building South Tower
No. 1 Songpingshan Road, North Central Avenue North High-Tech Zone
Nanshan District, Shenzhen, Guangdong Province, P.R. China 518057
(Address of principal executive offices) (Zip Code)
852-2815-0191
(Registrant’s telephone number including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
? Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
? Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
? Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
? Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 2.02 Results of Operations and Financial Condition
On March 1, 2017 the Registrant's Australian subsidiary, Wonhe Multimedia Commerce Limited ("Wonhe Multimedia"), in which the Registrant holds a 53.3% equity interest, filed with the Australian Securities Exchange a Preliminary Financial Report for the year ended December 31, 2016, setting forth preliminary financial statements of Wonhe Multimedia during that period. A copy of the Report is being filed as an exhibit to this Current Report.
On the same day Wonhe Multimedia filed an announcement that its Board had declared an unfranked final dividend of AUD 0.5882 cents per share. A copy of the announcement is being filed as an exhibit to this Current Report.
Item 9.01 Financial Statements and Exhibits
Exhibits
99.1 Preliminary Financial Report filed by Wonhe Multimedia Commerce Limited for the year ended December 31, 2016.
99.2 ASX Announcement: "Wonhe Final Dividend Declared" dated March 1, 2017.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
WONHE HIGH-TECH INTERNATIONAL, INC.
Dated: March 1, 2017 By: /s/ Nanfang Tong
Nanfang Tong
Chief Executive Officer
Exhibit 99.1
WONHE MULTIMEDIA COMMERCE LIMITED
AND ITS CONTROLLED ENTITIES
ABN 71 607 288 755
Preliminary Financial Report for the Year Ended
31 December 2016
Table of Contents
REVIEW OF OPERATIONS 1
CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME 2
CONSOLIDATED STATEMENT OF FINANCIAL POSITION 3
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY 4
CONSOLIDATED STATEMENT OF CASH FLOWS 5
NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS 6
WONHE MULTIMEDIA COMMERCE LIMITED
REVIEW OF OPERATIONS
REVIEW OF OPERATIONS
Principal Activities
Wonhe Multimedia Commerce Ltd was incorporated on 27 July 2015. In August 2015, through a Share Sale Agreement with World Win International Holdings Group Ltd (“World Win”), the Company acquired 100% of the shares in Kuayu International Holdings Group Ltd (“Kuayu”), a company incorporated in Hong Kong and which owns and operates the WONHE business in China via its Chinese subsidiaries. Consequently, the comparative statement of profit or loss and comprehensive income or statement of cash flows presented in this financial report covers the period from 27 July 2015 to 31 December 2015.
The WONHE operating subsidiary company is Shenzhen WONHE Technology Co., Ltd (“Shenzhen WONHE”), a company incorporated in China. Shenzhen WONHE derives revenues from the sale of the Commercial Routers, receives a commission from the retail sales to users who purchase products from a retailer via the WONHE App and derives revenue from targeted advertisements. Shenzhen WONHE also owns the user data that is compiled and aggregated from its Commercial Routers.
The WONHE business operates solely within the People’s Republic of China.
Operating Results and Financial Position
During the period the Group made a profit of $16.318 million after a tax expense of $2.414 million.
As a result of operations and its investment in the Project the Group’s net assets have increased to $67.677 million (2015: $53.018 million). Current assets decreased to $49.689 million (2015: $54.419 million, with gross assets increasing to $85.584 million (2015: $66.054 million). The Group generated $15.305 million in cash from operations, with cash and cash equivalents decreasing in total during the year to $38.672 million (2015: $49.644million).
During the current year Shenzhen WONHE has entered into an agreement entitled “Wireless Network Coverage Project in Beijing Area” with Guangdong Kesheng Enterprise Co., Ltd (“Guangdong Kesheng”). The agreement initially contemplated that the two parties shall work together to develop a wireless network in certain designated areas of Beijing. The commercial purpose of the network will be to serve as a vehicle for advertising and marketing, with revenue to be shared between Shenzhen WONHE and Guangdong Kesheng. The agreement was subsequently varied, and Shenzhen WONHE no longer participates in the construction of the project. Rather, the company has agreed to supply routers and have its contributions repaid in three equal instalments with the unpaid proportion accruing interest at a rate of 4.75% pa.
Wireless Network Coverage Project in Beijing Area
As noted above, Shenzhen WONHE has entered into an agreement entitled “Wireless Network Coverage Project in Beijing Area” with Guangdong Kesheng. The commercial purpose of the network will be to serve as a vehicle for advertising and marketing, with revenue to be shared between Shenzhen WONHE and Guangdong Kesheng. The agreement was varied in November 2016.
Under the variation Shenzhen WONHE shall cease its participation in the construction and operation of the wireless network, and its commitment to develop the data systems used by the network, effective on 1 December 2016. As a consequence, the company is released from its obligation to contribute capital in 2017 and 2018, and will no longer be entitled to fixed amount payments and any profit distributions.
Under the varied agreement, Shenzhen WONHE will continue to supply 36,300 routers to Guangdong Kesheng for RMB1,800 each throughout the period to December 2017. As of 30 November 2016 Shenzhen WONHE had contributed, by way of cash payments, the supply of equipment and engineering construction services, and the network from the Tongzhou District pilot project, a total contribution valued at RMB175,755,641 ($35.164 million).
Under the variation agreement Shenzhen WONHE’s contribution of RMB175,755,641 ($35.164 million) will be repaid by Guangdong Kesheng, together with interest of 4.75% per annum from 1 December 2016 in three equal instalments with the first instalment due of 31 December 2017.The total amount payable to Shenzhen WONHE will be RMB192,452,427 ($38.510 million at rates prevailing at 31 December 2016).
1
WONHE MULTIMEDIA COMMERCE LIMITED
CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2016
Note
2016
$’000
Period from 27 July 2015 to 31 December 2015
$’000
Continuing operations
Revenue from Sale of Goods 3 66,165 22,002
Finance revenue 3 610 111
Other income - 3
66,775 22,116
Cost of goods sold (44,566 ) (13,745 )
Research and development expenses (1,071 ) (121 )
Directors’ expenses and fees (90 ) (4 )
Depreciation of property, plant and equipment (280 ) (204 )
Selling expenses (778 ) (533 )
General and administrative expenses (1,252 ) (299 )
Other expenses (6 ) (85 )
Profit before income tax 18,732 7,125
Income tax expense (2,414 ) (1,147 )
Net Profit for the period 16,318 5,978
Other Comprehensive income
Items that may be reclassified to profit or loss in the future:
Exchange differences on translation of foreign operations (921 ) (3,807 )
Other comprehensive loss net of tax (921 ) (3,807 )
Total comprehensive income 15,397 2,171
Net Profit for the period is attributable to:
Non-controlling interest - 511
Owners of Wonhe Multimedia Commerce Limited 16,318 5,467
16,318 5,978
Total comprehensive income for the year is attributable to:
Non-controlling interest - 511
Owners of Wonhe Multimedia Commerce Limited 15,397 1,660
15,397 2,171
Basic earnings per share (cents per share) 10.74 4.39
Diluted earnings per share (cents per share) 10.74 4.39
The above statement should be read in conjunction with the accompanying notes.
2
WONHE MULTIMEDIA COMMERCE LIMITED
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
FOR THE YEAR ENDED 31 DECEMBER 2016
Note
2016
$’000
2015
$’000
Current Assets
Cash and cash equivalents 38,672 49,644
Trade and other receivables 11,015 4,775
Loans advanced 5 11,187
Inventory 2 -
Total Current Assets 60,876 54,419
Non-Current Assets
Property, plant and equipment 4 597 9,966
Loans advanced 5 23,977 -
Other receivable – income tax 97 1,625
Other receivable - deposit 24 22
Intangible assets 13 22
Total Non-Current Assets 24,708 11,635
Total Assets 85,584 66,054
Current Liabilities
Trade and other payables 16,575 12,706
Loan from shareholders 1,332 330
Total current liabilities 17,907 13,036
Total Liabilities 17,907 13,036
Net Assets 67,677 53,018
Equity
Issued capital 6 2,908 2,908
Retained earnings 19,366 4,892
Other reserves 7 39,877 41,082
Statutory reserve fund 8 5,526 4,136
Total Equity 67,677 53,018
The above statement should be read in conjunction with the accompanying notes.
3
WONHE MULTIMEDIA COMMERCE LIMITED
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2016
Issued capital
Retained earnings Statutory reserve Non-Controlling Interest Other reserve
Total
$’000 $’000 $’000 $’000 $’000
At 27 July 2015 - - - - - -
Acquisition by WMC - - 3,461 2,406 42,586 48,453
Restructure eliminating VIE - - - (3,018 ) 3,018 -
Profit for the period - 5,467 - 511 - 5,978
Other comprehensive income - - 100 101 (4,522 ) (4,321 )
Total comprehensive income for the period - 5,467 3,561 - 41,082 50,110
Appropriation of statutory reserve - (575 ) 575 - - -
Transactions with owners in their capacity as owners:
Issue of shares 2,908 - - - - 2,908
As at 31 December 2015
2,908 4,892 4,136 - 41,082 53,018
Issued capital
Retained earnings Statutory reserve Other reserve
Total
$’000 $’000 $’000 $’000 $’000
At 1 January 2016 2,908 4,892 4,136 41,082 53,018
Profit for the year - 16,318 - - 16,318
Other comprehensive income - 284 (1,205 ) (921 )
Total comprehensive income for the year - 16,318 284 (1,205 ) 15,397
Appropriation of statutory reserve (1,106 ) 1,106 - -
Transactions with owners in their capacity as owners:
Issue of shares - - - - -
Dividends paid (738 ) (738 )
As at 31 December 2016
2,908 19,366 5,526 39,877 67,677
The above statement should be read in conjunction with the accompanying notes
4
WONHE MULTIMEDIA COMMERCE LIMITED
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 206
2016
$’000
Period from 27 July 2015 to 31 December 2015
$’000
Cash flows from operating activities
Receipts from customers 60,361 21,032
Payments to suppliers and employees (44,641 ) (35,277 )
Interest received 471 111
Income and other taxes received (886 ) (759 )
Net cash provided by/(used in) operating activities 15,305 (14,893 )
Cash flows from investing activities
Payments for purchase of property, plant & equipment (75 ) (8,909 )
Payments for project expenditure (25,561 ) -
Payments for intangible assets - -
Cash acquired on acquisition of WONHE - 74,784
Net cash (used in)/provided by investing activities (25,636 ) 65,875
Cash flows from financing activities
Proceeds from issue of shares - 3,390
Cost of issuing shares - (689 )
Dividends paid (738 ) -
Loans received from ultimate parent entity 365 (4 )
Net cash provided by/(used in) financing activities (373 ) 2,697
Net (decrease)/increase in cash held (10,704 ) 53,679
Cash and cash equivalents at the beginning of the year 49,644 -
Effects of exchange changes on the balances held in foreign currencies (268 ) (4,035 )
Cash and cash equivalents at the end of the year 38,672 49,644
The above statement should be read in conjunction with the accompanying notes.
5
WONHE MULTIMEDIA COMMERCE LIMITED
NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2016
1. BASIS OF PREPARATION
This preliminary final report has been prepared in accordance with ASX listing rule 4.3A and the disclosure requirements of ASX Appendix 4E. This preliminary final report does not include all of the notes of the type normally included in an annual financial report. Accordingly, this report should be read in conjunction with the last annual report issued for the period ended 31 December 2015 and any public announcements made by Wonhe Multimedia Commerce Limited during the reporting period in accordance with the continuous disclosure requirements of the Corporation Act 2001. The full annual report for the year ended 31 December 2016 is expected to be available on or before 31 March 2017.
This preliminary financial report has been prepared in accordance with International Financial Reporting Standards (IFRS), other authoritative pronouncements of the Australian Accounting Standards Board, Australian Accounting Interpretations and the Corporations Act 2001.
2. SEGMENT INFORMATION
The Company views only one segment in the operation and treats the operation in terms of revenue and costs, as well as G&A expenses as a whole. Although the Company can breakdown the revenue from each type of product, as well as the direct cost associated with the purchase, management does not operate it as separate segments therefore management consider that Segment reporting disclosure is not necessary for the Company based on the current operation model.
2016
$’000
2015
$’000
3. REVENUE
Sale of Home media and Routers 66,165 22,002
Interest received 610 111
4. PROPERTY PLANT AND EQUIPMENT
Plant & Equipment
$’000
Office Equipment
$’000
Motor Vehicles
$’000
Capital work in progress
$’000
Total
$’000
As at 1 January 2016
Cost or fair value 1,695 151 647 7,677 10,170
Accumulated depreciation (108 ) (28 ) (68 ) - (204 )
1,587 123 579 7,677 9,966
Additions 76 - 76
Disposals (6 ) - (6 )
Transfers to project expenditure (1,486 ) (7,677 ) (9,163 )
Depreciation expense (101 ) (49 ) (116 ) (266 )
Foreign exchange variance - (4 ) (6 ) (10 )
As at 31 December 2016 - 140 457 - 597
6
WONHE MULTIMEDIA COMMERCE LIMITED
NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2016
5. LOANS ADVANCED
In January 2016, the Company announced that Shenzhen WONHE Technology Co., Ltd (“Shenzhen WONHE”) had entered into an agreement titled “Wireless Network Coverage Project in Beijing Area with Guangdong Kesheng Enterprise Co., Ltd (“Guangdong Kesheng”). The agreement was for the development of a wireless network in certain designated areas of Beijing. The commercial purpose of the network is to provide a vehicle for advertising and marketing, with revenue generated to be shared between the two parties. Under the agreement Shenzhen WONHE committed to provide RMB382,990,000 to the project, including RMB226,010,000 in cash and RMB 118,980,000 in commercial routers and other equipment. Shenzhen WONHE was also to contribute the network it developed in the Tongzhou District of Beijing as a pilot project. To date Shenzhen WONHE has incurred expenditure as follows: -
On 5 December 2016 the Company announced that it had agreed with Guangdong Kesheng to vary the agreement. Under the variation Shenzhen WONHE shall cease its participation in the construction and operation of the wireless network, and its commitment to develop the data systems used by the network, effective on 1 December 2016. As a consequence the company is released from its obligation to contribute capital in 2017 and 2018, and will no longer be entitled to fixed amount payments and/or profit distributions.
Under the variation Shenzhen WONHE will continue to supply 36,300 routers to Guangdong Kesheng for RMB1,800 each throughout the period to December 2017. As of 30 November 2016 Shenzhen WONHE had contributed, by way of cash payments, the supply of equipment and engineering construction services, and the network from the Tongzhou District pilot project, a total contribution valued at RMB175,755,641 ($35.164 million).
Under the variation agreement Shenzhen WONHE’s contribution of RMB175,755,641 ($35.164 million) will be repaid by Guangdong Kesheng, together with interest of 4.75% per annum from 1 December 2016 in three equal instalments with the first instalment due 31 December 2017. The total amount payable to Shenzhen WONHE will be RMB192,452,427 ($38.510 million at rates prevailing at 31 December 2016).
6. CONTRIBUTED EQUITY
NUMBER OF SHARES SHARE CAPITAL
2016 2015
2016
$’000
2015
$’000
Ordinary shares – fully paid (no par value) 151,951,802 151,951,802 2,908 2,908
Total Share Capital 2,908 2,908
Terms and Conditions of Issued Capital
Ordinary Shares
Ordinary shares entitle the holder to participate in dividends and the proceeds on winding up of the Company in proportion to the number of shares held. On a show of hands each holder of ordinary shares present at a meeting in person or by proxy is entitled to one vote, and upon a poll each share is entitled to one vote.
7
2016
$’000
2015
$’000
7. RESERVES
Foreign currency translation reserve (5,727 ) (4,522 )
Other reserve – common control transaction 45,604 45,604
39,877 41,082
(i) Nature and Purpose of Reserves
Foreign currency translation reserve
This reserve is used to record the exchange differences arising on translation of foreign operations where the foreign operations functional currency is different from the Group’s presentation currency.
Common control transaction
In August 2015 the Company entered into a Share Sale Agreement with World Win International Holdings Group Ltd, the Company acquired 100% of the shares in Kuayu International Holdings Group Ltd (“Kuayu”). The ultimate controlling party of the Group prior to the acquisition of Kuayu remained the ultimate controlling party of the Group after the acquisition. Consequently, the transaction was deemed to be between entities under common control and therefore did not qualify for accounting under AASB 3 Business Combinations . The assets and liabilities were incorporated into the Group at their pre-combination carrying amounts without any adjustments for fair values, and no goodwill has been recorded on the transaction. The difference between the carrying value of the net assets and the cost of the transaction has been recorded directly in equity.
8. STATUTORY RESERVE
Pursuant to corporate law of PRC, Shengshihe and Shenzhen WONHE are required to transfer 10% of their net income, as determined under PRC accounting rules and regulations, to a statutory reserve fund.
9. DIVIDENDS
Current year interim dividend paid on 31 October 2016
2016
$’000
2015
$’000
Unfranked dividend on ordinary shares 738 -
Current year final dividend payable 31 May 2017
2016
$’000
2015
$’000
Unfranked dividend on ordinary shares 893 -
8
WONHE MULTIMEDIA COMMERCE LIMITED
NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2016
10. CONTROLLED ENTITIES
EQUITY
HOLDINGS
NAME OF ENTITY
COUNTRY OF
INCORPORATION
PRINCIPAL ACTIVITY
2016
%
2015
%
Kuayu International Holdings Group Ltd PR China No trading activities 100 100
Shenzhen WONHE Technology Co., Ltd PR China Sale of domestic and commercial routers 100 100
Shengshihe Consulting Co., Ltd PR China Consulting 100 100
The ultimate parent entity of the Group is WONHE High-Tech International Inc., a company incorporated in the USA.
11. EVENTS OCCURRING AFTER REPORTING DATE
Other than the proposed dividend the directors are not aware of any matter or circumstance not otherwise dealt with in these financial statements that has significantly or may significantly affect the operation of the Group, the results of those operations, or the state of affairs of the Group in subsequent financial years.
12. SIGNIFICANT RESTRICTIONS
According to Chinese laws and regulations, in the event that the Company needs to finance its Chinese operations in the future, it is able to provide funding by means of capital contributions to Shenzhen WONHE and/or loans to Shengshihe. These loans would be subject to applicable government registration and approval requirements.
Cash transfers from Chinese subsidiaries to their parent companies outside China are subject to government control of currency conversion, and the Company may receive the majority or all of its revenues in RMB. Under the current corporate structure of the WONHE Group, the Company’s income is primarily derived from its China subsidiaries. Under existing Chinese foreign exchange regulations, payment of current account items, including profit distributions, interest payments and expenditures from trade-related transactions can be made in foreign currency without prior regulatory approval by complying with certain procedural requirements.
As profit and dividends are current account items, the profit and dividends generated in China may be paid to shareholders outside China without prior approval, as long as the Company complies with certain procedural requirements. However, the Chinese government also may, at its discretion, restrict access in the future to foreign currencies for current account transactions. If changes to the foreign exchange control system prevents the Company’s China subsidiaries’ from obtaining sufficient foreign currency to satisfy their currency demands, they may not be able to pay dividends in foreign (non-RMB) currencies to the Company.
Any inability to obtain the requisite approval for converting RMB into foreign currencies, any delays in obtaining such approval or future restrictions on currency exchange may restrict the ability of the Company’s China Subsidiaries to remit sufficient foreign currency to pay dividends or other payments to the Company, or otherwise satisfy its obligations.
The level of cash held by the Company’s PRC based subsidiaries was $38.370 million at 31 December 2016 (2015: $46.598 million).
In addition, under PRC regulations, the Company’s operating subsidiary, Shenzhen WONHE, may pay dividends only out of its accumulated profits, determined in accordance with the accounting standards and regulations prevailing in the PRC (“PRC GAAP”).
9
Exhibit 99.2
WONHE MULTIMEDIA COMMERCE LIMITED ACN 607 288 755
SUITE 3, 35 TOORAK ROAD, SOUTH YARRA, VIC, 3141 PH 613 9041 6663
1 March 2017
ASX Announcement
Wonhe Final Dividend Declared
The Board of Wonhe Multimedia Commerce Limited (Company) is pleased to announce that the Company will pay a 0.5882 cents per share unfranked final dividend. The final dividend has been declared after consideration of the Company’s strong cash flow and profitability for 2016. This follows the 0.4857 cents per share unfranked interim dividend paid on 31 October 2016.
The full year dividend of 1.0739 cents per share represents a strong 10% payout of unaudited profit for 2016.
The key proposed dates in relation to the 2016 final dividend are as follows:
Ex Date - 27 April 2017
Record Date - 28 April 2017
Payment date - 31 May 2017
Justyn Stedwell
Company Secretary
On behalf of the Board of Directors
Wonhe Multimedia Commerce Limited
Someome put up 166k at .018 which was under than the last print of .0191 and a moment later he was gone and (at 15:44:26) stock started hitting the bid at 0166 down to 006, at 15:44:57 it was over. I was too slow. Not the first time market makers taking advantage for sure. Wish i had had a bid in. looking good for next week glta
looked like a mkt sell order hit
This one is getting cheap again, maybe?
I rec'd it, no emails yet
8k today
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) December 30, 2016
Citizens Bancshares Corporation
(Exact name of registrant as specified in its charter)
Georgia 333-38509 58-1631302
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
230 Peachtree Street NW, Atlanta, Georgia, USA 30303
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code (404) 659-5959
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
? Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
? Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
? Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
? Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 8.01 Other Events
On January 4, 2017, Citizens Bancshares Corporation (the “Registrant”) issued a press release announcing it has repurchased its TARP Community Development Capital Initiative Series C Preferred Shares from the U.S. Department of the Treasury. A copy of the press release issued by the Registrant is filed herewith as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements, Pro Forma Information, and Exhibits
Exhibit 99.1
Press Release of Registrant, dated January 4, 2017, announcing repurchase of TARP Community Development Capital Initiative Series C Preferred Shares.
Signature
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
CITIZENS BANCSHARES CORPORATION
By: /s/ Cynthia N. Day
Cynthia N. Day
President and CEO
Dated: January 4, 2017
FOR IMMEDIATE RELEASE Exhibit 99.1
January 4, 2017
Citizens Bancshares Corporation Repurchase TARP Series C Preferred Shares
ATLANTA, January 4, 2017 /PRNewswire—FirstCall/ — Citizens Bancshares Corporation (OTCPink: CZBS) (the “Company”), the parent company of Citizens Trust Bank (CTB), announced today it has repurchased, at a discount, its TARP Community Development Capital Initiative (“CDCI”) Series C Preferred Shares from the U.S. Department of the Treasury (“Treasury”). The Company issued 4,379 shares of its Series C Preferred Shares to Treasury for $4,379,000 on September 17, 2010 under its TARP CDCI Program. The Company repurchased the Series C Preferred Shares for $4,227,049, representing a $151,951 discount, and paid all accrued and unpaid dividends totaling $10,948. The funds for the repurchase came from existing financial resources of the Company. The Company’s Series B Preferred Shares issued to Treasury totaling 7,462 shares remains outstanding.
Cynthia N. Day, President and Chief Executive Officer, stated “We are pleased that our capital position provides us with the capability to repurchase our Series C Preferred Securities from Treasury at a discount which reinforces our commitment to creating sustained long-term shareholder value. Our capital ratios after the repurchase continue to exceed the requirements for well-capitalized banks.”
Since its inception, the Citizens Trust Bank has remained dedicated to the growth and development of communities by providing quality financial solutions and extraordinary service. The Bank takes pride in offering its financial solutions throughout metropolitan Atlanta and Columbus, Georgia, and Birmingham and Eutaw, Alabama. Through its parent company, Citizens Bancshares Corporation, the Bank offers its common stock over-the-counter to the general public under the trading symbol CZBS and can be found on the web at www.CTBconnect.com.
This release contains certain forward-looking statements with respect to the financial condition, results of operations and business of the Company and the Bank. These forward-looking statements involve risks and uncertainties and are based on the beliefs and assumptions of management of the Company and the Bank and on the information available to management at the time that these disclosures were prepared. These statements can be identified by the use of words like "expect," "anticipate," "estimate" and "believe," variations of these words and other similar expressions. Readers should not place undue reliance on forward-looking statements as a number of important factors could cause actual results to differ materially from those in the forward-looking statements. Neither the Company nor the Bank undertakes an obligation to update any forward-looking statements.
Contact:
Citizens Bancshares Corporation
Samuel J. Cox, Chief Financial Officer
(404) 575-8306
SOURCE: Citizens Bancshares Corporation
Wayne!!!!! Merry Christmas!
obscure can be the best ones :)
that's what i show as well
Southern Home Medical Inc. Announces Clarification of Press Release Dated December 1, 2016
NEW YORK, NY--(Marketwired - Dec 8, 2016) - Southern Home Medical Inc. (OTC PINK: SHOM), a leading developer in the Healthcare Industry, announced that it is issuing this news release to clarify the information contained in its news release titled "Southern Home Medical Inc. Subsidiary signs a Testing Contract with Coca-Cola East Japan" dated December 1, 2016.
Southern Home Medical Inc. is clarifying the above news release in accord with the request made by Coca-Cola East Japan. The contract and subsequent order was not done directly between SHOM and Coca-Cola East Japan but enacted by an agent who was purchasing product for Coca-Cola East Japan.
SHOM and its Taiwan partners have worked to acquire specific certifications that are required by large companies in Japan and will continue to working with agents securing letter of credits for orders and delivering product.
George Chang, Chief Executive Officer of SHOM, commented, "We are making this clarification because we did not sign the contract directly with Coca Cola East Japan but we continue working with agents."
On Behalf of the Board of Directors
George Chang, CEO Director
Forward-Looking Statements: This release contains certain "forward-looking statements" relating to the business of the Company. These forward-looking statements are often identified by the use of forward-looking terminology such as "believes," "expects" or similar expressions. Such forward-looking statements involve known and unknown risks and uncertainties that may cause actual results to be materially different from those described herein as anticipated, believed, estimated or expected. Investors should not place undue reliance on these forward-looking statements, which speak only as of the date of this press release. The Company's actual results could differ materially from those anticipated in these forward-looking statements as a result of a variety of factors, including those discussed in the Company's periodic reports that are filed with the Securities and Exchange Commission and available on its website (www.sec.gov). All forward-looking statements attributable to the Company or to persons acting on its behalf are expressly qualified in their entirety by these factors other than as required under the securities laws. The Company does not assume a duty to update these forward-looking statements.
Southern Home Medical, Inc.
George Chang
georgechang20042000@hotmail.com
Copyright © 2016 Marketwired. All Rights Reserved
The above news release has been provided by the above company via the OTC Disclosure and News Service. Issuers of news releases and not OTC Markets Group Inc. are solely responsible for the accuracy of such news releases.
Sweet :)