MUST USE most recent PRs, not ancient history.
DWP, you raise a legitimate question, but unfortunately you've cited only an ancient PR written before the share exchange terms were finalized.
As the pre-historic PR you quoted from points out:
"The specific share amounts will be determined at closing..."
The most recent PRs tell us the exact nature of the FINAL agreement.
DWP wrote:
"Capital stock refers to shares that are authorized which in FCCN's case is 5 billion...
That is almost correct. There are 4.25 billion authorized shares, not 5 billion. But the O/S is only 564,000,000.
Then DownWithPumpers cited the following:
"According to the proxy statement that FCCN filed with the SEC Under the terms of the definitive agreement, the Company can exchange up to 95% of its total capital stock for up to 100% of the total capital stock of Aero Exhaust, Inc. The specific share amounts will be determined at closing...
The key phrases are
"can exchange" and...
"specific share amounts will be determined at closing"
"can exchange" DOES NOT EQUAL "will exchange".
At that time, the deal was still fluid. But the most recent October 4, 2007 PR about the closing of the deal says the following:
"Franchise Capital announced that it expected to exchange up to 95% of its total issued and outstanding capital stock"
As you correctly pointed out, the definition of "capital stock" means all of the stock a company is authorized to issue.
AUTHORIZED STOCK = capital stock which has not been issued.
OUTSTANDING STOCK = capital stock which has been issued.
It's all capital stock, but to detrmine whether that capital stock is "AUTHORIZED" or, in the alternative, "ISSUED and OUTSTANDING", you need to examine the language used on the October 4, 2007 PR which announced the final terms of the merger's closing:
"Franchise Capital announced that it expected to exchange up to 95% of its total issued and outstanding capital stock"
Any other stock which may have been tendered, was, according to the September 17, 2007 PR, "RESTRICTED", which means it was already in the O/S.
Once again, Peacock's choice of wording has certain elements scratching their heads. I love it.
