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Re: Potse post# 199366

Wednesday, 04/01/2009 2:55:36 PM

Wednesday, April 01, 2009 2:55:36 PM

Post# of 285955
DPRI...shareholder vote approved the asset sale......

"The company has not disclosed the outcome of the shareholder vote that was scheduled for last week (Thursday, March 26), but the fact that DPRI filed an 8-k today for the change in fiscal year is an encouraging sign, IMO."

The 10K filing yesterday discloses that the shareholders did approve the proposed asset sale. So there should be a fairly decent chance the business sale/transfer will officially be completed at some point, and the European venture capital group will take ownership control of a clean DPRI shell.

Following management's cancellation of some of their shares and the sale of some of their shares to the venture capital group, the total outstanding share count will be under 14 million, float will be under 7 million, and no debt/liabilities. I've accumulated a position in the 2-3 cent range.

On March 26, 2009, at a Special Meeting of Shareholders, the Company’s shareholders approved a Settlement Agreement and Asset Purchase Agreement, dated as of September 30, 2008 (the “Purchase Agreement”) pursuant to which the Company shall sell substantially all of the assets of the Company (except for $250,000) to Diversified Product Inspections, LLC, a Tennessee limited liability company (the “Buyer”) owned by John Van Zyll, Ann Furlong and Marvin Stacy (collectively, the “Management”), each of whom is a director, executive officer and shareholder of the Company. The Buyer will assume all of the Company’s liabilities as of the closing date of the Purchase Agreement. The assets of the Company to be sold include the real property owned by the Company which will be conveyed to the Buyer concurrently with the discharge of the existing mortgage on the real property (which mortgage will be assigned to and assumed by the Buyer on the closing date of the Purchase Agreement). The Buyer is paying for the assets by the Management’s cancelling all of their options and 6,459,877 of their shares of Common Stock.

Sofcon, Limited, EIG Venture Capital, Limited and EIG Capital Investments, Limited (collectively the “Plaintiffs’), who are the plaintiffs in a lawsuit against the Company and Management that will be settled pursuant to the Purchase Agreement, will purchase from the Management the remaining 3,000,000 shares of Common Stock held by the Management for $300.
EIG Venture Capital, Limited will also receive $250,000 from the Company at the closing of the Purchase Agreement.


http://knobias.10kwizard.com/filing.php?param=&ipage=6238504&DSEQ=1&SEQ=&SQDESC=SECTION_BODY&exp=


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