thermite: are you sure about your "no liquidation" statement? i am not claiming to be an expert on this warrant and wish the company would put out a "what's next?" press release. anybody interested in this warrant should go to octbb.com and read all the filings for msma. all of the recent filings seem to point to the the 12/8/06 proxy materials. one of the 12/8/06 filings is 361 pages. everyone should read all 361 pages. no one seems to know much about this warrant but there are statements in the filing about liquiation if the merger isn't complete. i have copied one page below but encourage everyone to read all the filings on the otcbb.com. if someone could summarize all of this it may be helpful for all. (i bought this at 1 cent on the 90% plunge and sold at 2.3 cents the next day). good luck to all on this.
again i am no expert on this and certainly not an expert on delaware corporate law. i do not know if the company can amend the articles of incorporation and keep on looking for a merger partner, if they can otherwise just keep on going, if they can just vote down a dissolution and keep on going, etc., etc.. i just don't know. again, a statement from the company would be helpful.
from the 12/8 proxy materials (i don't want to take just one page of 361 out of context so please read all of the filings):
Millstream II Acquisition CORP: DEF 14A, Sub-Doc 1, Page 21
Back to Contents
Vote Required to Adopt the Long-Term Incentive Plan Proposal
The adoption of the long-term incentive plan proposal will require the affirmative vote of the holders of a majority of the outstanding shares of Millstream II common stock on the record date.
Vote Required to Adopt the Adjournment Proposal
The adoption of the adjournment proposal will require the affirmative vote of the holders of a majority of the outstanding shares of Millstream II common stock on the record date.
Conversion Rights
Pursuant to Millstream II’s amended and restated certificate of incorporation, a holder of shares of Millstream II’s common stock issued in the initial public offering may, if the stockholder votes against the merger, demand that Millstream II convert such shares into cash. This demand must be made on the proxy card or by telephone or through the Internet as described on the proxy card at the same time that the stockholder votes against the merger proposal. If so demanded, Millstream II will convert each share of common stock into a pro rata portion of the trust account in which a substantial portion of the net proceeds of Millstream II’s initial public offering are held, plus all interest earned thereon. If you exercise your conversion rights, then you will be exchanging your shares of Millstream II common stock for cash and will no longer own these shares. You will only be entitled to receive cash for these shares if you continue to hold these shares through the effective time of the merger and then tender your stock certificate to the combined company. If the merger is not completed, then these shares will not be converted into cash.
The merger will not be consummated if the holders of 920,000 or more shares of common stock issued in Millstream II’s initial public offering, an amount equal to 20% or more of these shares, exercise their conversion rights.
Appraisal or Dissenters Rights
No appraisal rights are available under the Delaware General Corporation Law for the stockholders of Millstream II in connection with the merger proposal. In addition, because the sole shareholder of Sprinturf has approved of the merger proposal, she is not entitled to any dissenters rights under Pennsylvania law.
Liquidation
If Millstream II does not consummate the merger with Sprinturf by December 23, 2006, its board would adopt a specific plan of dissolution and liquidation pursuant to the provisions of the Delaware General Corporation Law. Pursuant to the terms of its certificate of incorporation, only holders of shares issued in Millstream II’s initial public offering will be entitled to receive liquidating distributions following the dissolution of Millstream II. Shares issued to Millstream II’s initial stockholders prior to its initial public offering will not be entitled to receive any liquidating distributions. The plan of dissolution would be submitted to stockholders for approval. The submission of the plan for approval by the stockholders would require the filing of a proxy statement with the SEC which could be subject to review by the SEC. As such, the process from the adoption of the plan of dissolution and liquidation by the board until completion of the plan and distribution of funds to the stockholders could take up to two to four months or possibly even longer.
Millstream II may not liquidate the trust account unless and until its stockholders approve a plan of dissolution and liquidation. Accordingly, the foregoing procedures may result in substantial delays in the liquidation and the distribution to Millstream II’s public stockholders of the funds in its trust account and any remaining net assets as part of a plan of dissolution and liquidation.
Proxies
Proxies may be solicited by mail, telephone, Internet or in person.
News 
Market Data 
Discover 
