Toby Smith Stock Review

[MLD38]

LSGP: BofD ; controlling shareholders ; etc
http://www.sec.gov/cgi-bin/browse-edgar?company=&CIK=LSGP&filenum=&State=&SIC=&o...

NOTEs:
...The following is from 2007, so the % of shares controlled by directors and executive officers has changed since 2005 (see below the starred line). However, I think the number of common shares authorized to issue might be the same as the number from 2005 (see below the starred line)...
...The company's authorized, but unissued, shares may be issued as the board of directors considers appropriate....
....From the shareholder list in the SEC filing, check to see if the various entities providing financing to LSGP now have controlling interest instead of the company's directors and executive officers ...

06/30/07 : In the section, Risk Factors
http://www.sec.gov/Archives/edgar/data/866970/000086697007000033/lsgcsb2a070621.htm#RISKFACTORS

Bottom of page 12

Our directors and management collectively control approximately 25% of our outstanding common stock.

...Our directors and certain members of our management, as a group, currently control approximately 25% of our outstanding common stock on a beneficial basis and 13% on a fully diluted basis.

As a result, these stockholders, if they act together, will be able to significantly influence our management and affairs and all matters requiring stockholder approval, including the election of directors and approval of significant corporate transactions.

You and other stockholders may have a limited influence over these actions. This concentration of ownership may have the effect of delaying or preventing a change in control and might adversely affect the market price of our common stock....


Top of page 13

Because there is a potential for significant future dilution of our existing stockholders, their percentage ownership and control over company matters could be reduced.


...Currently, we are authorized to issue up to 495,000,000 shares of our common stock. As of May 17, 2007, there were issued and outstanding 78,758,967 shares of our common stock and we may be obligated to issue up to 73,062,103 shares of our common stock to the holders of our outstanding 6% Convertible Preferred Stock, warrants for the purchase of common stock, warrants for the purchase of equity units, and stock options.

The authorized but unissued shares of common stock may be issued by us in such transactions and at such times as our board of directors considers appropriate, whether in public or private offerings, as stock splits or dividends or in connection with mergers and acquisitions or otherwise.

Additionally, under the terms of the Amended and Restated Certificate of Designation governing the 6% Convertible Preferred Stock, we have issued, and have the ability to issue, shares of common stock in lieu of cash dividends.

Any such issuance that is not made solely to all then-existing common stockholders proportionate to their interests (as in a stock dividend or stock split) will result in dilution to each stockholder by reducing his or her percentage ownership of the total outstanding shares...


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NOTE: the following is from 2005, so the % of shares controlled by directors and executive officers has changed. I think the number of common shares authorized to issue might be the same. The company's authorized, but unissued, shares may be issued as the board of directors considers appropriate.


In the section: Risk Factors
http://lsgc.com/sec/lsgcsb2a081905.htm#RISKFACTORS

Bottom of page 16

Our Directors And Management Will Collectively Control Approximately 41% Of Our Outstanding Common Stock.


...Immediately after this offering, our directors and executive officers and their affiliates will collectively control approximately 41% of our outstanding common stock. As a result, these stockholders, if they act together, will be able to influence our management and affairs and all matters requiring stockholder approval, including the election of directors and approval of significant corporate transactions.

You and other stockholders may have a limited influence over these actions. This concentration of ownership may have the effect of delaying or preventing a change in control of our company and might adversely affect the market price of our common stock....

Top of page 17

Because There Is A Potential For Future Dilution To Existing Stockholders, Their Percentage Ownership And Control Over Company Matters Could Be Reduced.


...Currently, we are authorized to issue up to 495,000,000 shares of our common stock. As of August 16, 2005, there were issued and outstanding 54,966,664 shares of our common stock and we may be obligated to issue up to 19,342,597, shares to the holders of our outstanding preferred stock and warrants.

The authorized but unissued shares may be issued by us in such transactions and at such times as our board of directors considers appropriate, whether in public or private offerings, as stock splits or dividends or in connection with mergers and acquisitions or otherwise.

Any such issuance that is not made solely to then-existing stockholders proportionate to their interests (as in a stock dividend or stock split) will result in dilution to each stockholder by reducing his or her percentage ownership of the total outstanding shares....