pays to read those SEC filings, lol
Registration Rights Agreement
In connection with the issuance of the Series A convertible preferred stock on September 20, 2006, the Company was required to file a registration statement on Form SB-2 or Form S-3 with the Securities and Exchange Commission in order to register the resale of the Common Stock underlying the Series A preferred stock under the Securities Act. The Company filed that registration statement on December 13, 2006 and was required under the registration rights agreement to have that registration statement declared effective by the Securities and Exchange Commission (“SEC”) by April 12, 2007. The Company was required to pay the holders of the Series A convertible preferred stock an amount equal to $6,250 for each day subsequent to April 13, 2007 that the registration statement was not effective; provided, however, that the obligation of the Company to pay such penalties ceased on the earlier of September 20, 2008 or when the registration statement was declared effective, regardless of the number of shares included in the registration statement at that time. The registration statement was declared effective on June 13, 2007. Through June 30, 2007, the Company accrued $381,250 in registration rights penalties. The Company intends to satisfy this obligation through the payment of cash, stock or a combination thereof.
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During the six months ended June 30, 2007, 1,230,490 (including 69,242 shares issued for payment of accrued dividends) and 11,970 shares of Series A and Series B convertible preferred stock, respectively were converted into 1,621,747 and 1,197,000 shares of common stock, respectively.
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On January 25, 2007, Ocean Park Advisors, LLC elected to exercise certain of its warrants to purchase 4,827,921 shares of the Company’s common stock via a cashless exercise, which resulted in the issuance of 3,765,097 common shares to Ocean Park Advisors.
Selling, general and administrative expenses were $4,500,675 for the first half of 2007, compared to $198,380 for the same period in 2006.
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On June 22, 2007, we entered into a definitive agreement to acquire Talen’s. We expect to pay approximately $22,900,000 in cash and assume approximately $19,100,000 in third-party debt at the closing of the acquisition. The final purchase price is subject to adjustment for changes in working capital and debt. In order to fund the purchase of Talen’s, we plan to seek additional debt and/or equity financing. The Talen’s acquisition is expected to close during the third quarter of 2007, subject to certain closing conditions, including obtaining no less than $30.0 million of debt and/or equity financing for the acquisition (LOL)
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This was in the ibox (and was declared effective june, 2007)...
The Offering: (per 1/23/06 SB-2)
Common stock offered by selling stockholders: 69,342,210 shares*
Common stock outstanding: 14,619,458 shares
* Represents 14,288,048 shares of common stock issued to certain of the selling stockholders, 2,722,400 shares of common stock underlying shares of Series B Convertible Preferred Stock that were issued to certain of the selling stockholders, 37,561,583 shares of common stock underlying shares of Series A Convertible Preferred Stock that were issued to certain of the selling stockholders, 11,642,867 shares of common stock underlying warrants that were issued to certain of the selling stockholders, and 3,127,312 shares of common stock underlying options that were issued to certain selling stockholders.
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wow, this is why shorting is so profitable.
Selling, general and administrative expenses were $4,500,675 (thats some nice salaries for some fat cats)
