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You would think that Wastech would comply with the laws of South Carolina regarding name changes. (especially paragraph d)
From the South Carolina Code of Laws Title 33 (regarding Foreign Corporations):
SECTION 33-4-101. Corporate name.
(a) Except as otherwise authorized by either subsection (f) or (g), a corporate name:
(1) must contain the word "corporation", "incorporated", "company", or "limited", the abbreviation "corp.", "inc.", "co.", or "ltd.", or words or abbreviations of like import in another language; and
(2) may not contain language stating or implying that the corporation is organized for a purpose other than that permitted by Section 33-3-101 and its articles of incorporation.
(b) Except as authorized by subsections (c) and (d), a corporate name must be distinguishable upon the records of the Secretary of State from:
(1) the corporate name of a corporation incorporated or authorized to transact business in this State;
(2) a corporate name reserved or registered under Section 33-4-102 or 33-4-103;
(3) the fictitious name adopted by a foreign corporation authorized to transact business in this State because its real name is unavailable;
(4) the corporate name of a not-for-profit corporation incorporated or authorized to transact business in this State;
(5) the name of a limited partnership authorized to transact business in this State.
(c) A corporation may apply to the Secretary of State for authorization to use a name that is not distinguishable upon his records from one or more of the names described in subsection (b). The Secretary of State shall authorize use of the name applied for if:
(1) the other corporation consents to the use in writing and submits an undertaking in form satisfactory to the Secretary of State to change its name to a name that is distinguishable upon the records of the Secretary of State from the name of the applying corporation; or
(2) the applicant delivers to the Secretary of State a certified copy of the final judgment of a court of competent jurisdiction establishing the applicant's right to use the name applied for in this State.
(d) A corporation may use the name (including the fictitious name) of another domestic or foreign corporation that is used in this State if the other corporation is incorporated or authorized to transact business in this State and the proposed user corporation:
(1) has merged with the other corporation;
(2) has been formed by reorganization of the other corporation; or
(3) has acquired all or substantially all of the assets, including the corporate name, of the other corporation.
(e) Chapters 1 through 20 of this title does not control the use of fictitious names.
(f) The following corporations are exempt from subsection (a)(1):
(1) a bank, building and loan association, savings and loan association, insurance company, public utility, and railroad;
(2) a corporation which was organized before January 1, 1964, and whose charter or articles of incorporation on the effective date of this Business Corporation Act of 1988 specified a corporate name that would not meet the requirements of subsection (a) of this section, may continue to use that name as its official name;
(3) nonprofit corporation; and
(4) a professional corporation governed by Chapter 19 of this title, but the name of the professional corporation must comply with Section 33-19-150.
(g) Any corporation incorporated in South Carolina which, prior to the effective date of Chapters 1 through 20 of this Title, filed a renewable certificate with the Secretary of State adopting an "assumed name" pursuant to the provisions of Section 33-5-35 in Section 2 of Act 146 of 1981, and which filed assumed name would not meet the requirements of subsection (a) of this section, may continue to use the name as its name until December 31, 1994, at which time the name of the corporation must meet the requirements of subsections (a) and (b) of this section. If necessary to meet the requirements of subsections (a) and (b), the corporation must amend its articles of incorporation prior to December 31, 1994.
If any corporation incorporated in South Carolina prior to the effective date of Chapters 1 through 20 of this Title adopted an assumed name which complies with all of the provisions of subsections (a) and (b), that assumed name, upon filing of amended articles designating such name as the name of the corporation, is the corporation's name.
No certificate of assumed name may be renewed after the effective date of Chapters 1 through 20 of Title 33, and all such certificates, regardless of stated expiration date, automatically expire on December 31, 1994.
South Carolina Secretary of State website.
Corporation Name Wastech, Inc.
No Search Results Were Found.
Apparently South Carolina has not been informed of the name change. Maybe they have not received any current filings, either. Or do you think they are that far behind in updating their records?
www.sooneraccess.state.ok.us
Filing Number 912032196
WASTECH, INC. Domestic For Profit Business Corporation
(RA) Registered Agent: MAYS GARY
7229 BORDER ST
MUSKOGEE, OK 74401
(RA) Effective Date: 3/12/2004
You are too funny. Do you not care that management neglects its shareholders and fails to report to shareholders in com;liance with SEC regulations?
I quote from SEC filings so that everything I post can be verified. Too bad you can't say the same.
BTW, can you summarize my 933 post regarding EESV? Its pretty easy. I contrasted the hype on the board (both pro and con) with the statements made in the SEC filings.
Flush me out? What a joke. Does that mean you "flushed out" Wurger or Piper or NJD95 or Asian Gent or New Girl?
And maybe its weaker.
You're welcome to your opinion.
Campe, you're right. The 1/13/04 8k says that Gibson returned 17,792,998 shares, so apparently another 4 million shares have been issued.
CEO of this company: Richard D. Tuorto, Sr.
From the 6/29/04 8k:
Item 6. Resignations Of Directors And Executive Officers.
Effective May 18, 2004, the Company accepted the resignation of Gregory J. Gibson as an officer and director. In addition to a director, Mr. Gibson previously served as the sole officer to the Company, holding the positions of President and Chief Executive Officer, acting Chief Financial Officer and Secretary-Treasurer. In the interim, the Company's Chairman, Richard D. Tuorto, Sr., will succeed to the respective officer positions until suitable replacements may be elected. Mr. Gibson did not provide the Company with a letter indicating the reasons for his resignation.
Management obligations are spelled out by the SEC. When the company fails to report in accordance with SEC requirements then they have failed to meet their obligations.
I read year old newspapers when thats all I can get. I prefer documented news that comes from actual transactions over alleged phone conversations that can be denied later.
If my information is outdated it is because the company has failed to report in a timely manner. If the shares outstanding has decreased to 68 million, then what happened to the 13 million shares? Were they repurchased, canceled, retired, reverse-split, what?
From the limited information released by the company the shares outstanding should be at least 81 million.
My interest? I would like to break even on my shares someday but I doubt that will happen unless management decides to spend the effort and money on meeting their obligations.
My information on the shares outstanding is documented in the reports filed by the company (10Q, 10k, 8k). It can be easily verified. You provided no documentation for your statements on shares outstanding nor the source. So whose post is worthless to WTCH shareholders?
"3 million here I come. Oh by the way campe 5% as I am
told is roughly 3.4 million."
Actually it's at least 4.08 million. The last 10Q (3/31/03) reported outstanding shares of 79.4 million and then you have to add 2.2 million for the stock dividend to preferred stock shareholders. Total outstanding shares is at least 81.6 million.
Current SEC filings would properly disclose these facts to shareholders.
Sure, the numbers have changed. But you can't talk intelligently about the numbers without current filings. So we use old filings and work from there.
Johnson, the equity position changed when Greg Gibson exercised the buyback option and gave back 17,792,998 shares (see January, 2004 8K). If you recalculate the shares held by officers & directors as a group, then they hold 32% of outstanding shares (not including any share transactions that have occurred since the 2002 10K).
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information, as of May 16, 2003, with respect to the beneficial ownership of the Company's Common Stock by (i) all directors of the Company (ii) each executive officer of the Company named in the Summary Compensation Table and (iii) all directors and executive officers of the Company as a group.
Name and Address of Beneficial Owner
Amount and Nature of Beneficial Ownership
Percent of Class (1)
Gregory J. Gibson Stony's Trucking Co. and Subsidiaries 492 McClurg Road Youngstown, Ohio 44512
20,500,000
22.0%
Intercontinental Holdings, Inc.
3 Broad Street Suite 3A Charleston, South Carolina 29401
18,334,284
19.7%
Richard D. Tuorto, Sr.
3 Broad Street
Suite 300
Charleston, South Carolina 29401
2,707,002 (2)
2.9%
All Officers and Directors as a Group
41,541,286
44.7%
Based upon 92,854,455 common shares issued and outstanding as of May 16, 2003.
Does not include shares of common stock owned by Intercontinental Holdings, Inc., of which Mr. Tuorto is a shareholder, officer and director.
Joe, the answer to some of your questions are in the last 10K filed with the SEC.
ITEM 10. EXECUTIVE COMPENSATION
The following table sets forth the compensation earned by the Company's Chief Executive Officers during the last three fiscal years and other officers who received compensation in excess of $100,000 during any of the last three fiscal years. In accordance with Item 402(a)(5), the Company has omitted certain columns from the table required by Item 402(b).
Summary Compensation Table
Annual Compensation
Name and Principal Position
Year
Salary $
Bonus $
Other Annual Compensation $
Gary Mays, CEO (1)
2002
55,833 (2)
--
--
2001
112,500
--
--
2000
--
--
--
Keith Anderson, CEO (3)
2002
--
--
--
2001
6,000
--
106,400(4)
2000
144,000
15,000(5)
8,956(6)
William L. Tuorto, Special Counsel
2002
--
--
--
2001
125,000
--
--
2000
--
--
--
Gregory J. Gibson, CEO, Acting CFO, Secretary/Treasurer (7)
2002
115,656.70
60,349.95 (8)
115,029 (9)
2001
--
--
--
2000
--
--
--
Mr. Mays was chief executive officer from February 15, 2001 to March 5, 2002.
Based on the market value of 890,000 shares of common stock issued during the year for compensation in lieu of cash, as determined from the closing price of the common stock on the date of issuance.
Mr. Anderson was chief executive officer from January 1, 2001 to February 14, 2001.
Based on net advances to Mr. Anderson that the Company has determined are uncollectible.
Based on the market value of 37,500 shares of common stock issued during the year as bonus compensation, as determined from the closing price of the common stock on the date of issuance.
Based on the market value of 57,438 shares of common stock issued during the year for director's compensation, as determined from the closing price of the common stock on the date of issuance.
Mr. Gibson was chief executive officer from March 5, 2003 to December 31, 2002.
Based on the market value of 500,000 shares of common stock issued during the year as bonus compensation in lieu of cash, as determined from the closing price of the common stock on the date of issuance.
Based on $40,000 in excess lease payments received during the year, $70,029 of interest received on loans by Mr. Gibson to the Company, and $5,000 paid as a nonaccountable car expense allowance.
The Company did not grant any options or stock appreciation rights or make an award under any long-term incentive plan to any of its named executive officers during the last fiscal year. The Company did not reprice any options or stock appreciation rights during the last fiscal year. None of the Company's named executive officers exercised any options or stock appreciation rights during the last fiscal year.
Employment Agreements
The Company and Gregory J. Gibson are parties to a five-year Employment Agreement dated March 5, 2002, under which the Company agreed to issue Mr. Gibson 500,000 shares of common stock as a signing bonus, and pay Mr. Gibson a salary of $250,000 per year, provided that Mr. Gibson shall not be entitled to exceed his regular base salary ($150,000) prior to the termination of the Management and Operations Agreement of Stony's Trucking Co. Mr. Gibson's position under the Employment Agreement is as chief executive officer.
The Company and William L. Tuorto are parties to a one-year Employment Agreement dated June 21, 2002, under which the Company agreed to pay Mr. Tuorto a salary of $250,000 per year, which is payable at the Company's option in registered shares of the Company's common stock valued at 85% of the market value of the common stock. The Employment Agreement is subject to confidentiality and noncompete provisions.
The Company and Richard D. Tuorto, Sr. are parties to a Consulting Agreement dated December 1, 2001, under which the Company agreed to engage Mr. Tuorto as an independent contractor with the title Vice President of Acquisitions. Mr. Tuorto is entitled to compensation of $210,000 per year, which is payable at the Company's option in registered shares of the Company's common stock valued at 85% of the market value of the common stock. In addition, Mr. Tuorto became entitled to a bonus of $200,000 upon execution of a contract by the Company to acquire Stony's Trucking Co. The Consulting Agreement is subject to confidentiality and noncompete provisions.