It seems we are not going to be commercial by before end of 2005 so we are NOT going to have to pay extra 200 mill. (presplit) shares to Stratodyne and (Old) Sanswire. Are we really unhappy that we have delays? And Molen is out! Seems we have bought Strat for 28 mill. shares (pre-split) which is 1.9 mill. shares (post split), that is appx. 4 mill USD.
From the 10Q:
"Contingent Consideration - Sanswire Asset Acquisition
In accordance with the Sanswire and Stratodyne agreements a total of 28 million
shares (before the 1:15 reverse stock split) were issued, as discussed in our
December 31, 2004, Form 10-KSB. On February 5, 2005, GlobeTel filed a
registration statement to register shares associated with these agreements. An
additional 200 million (13,333,333 after 1:15 reverse stock split) shares were
to be issued pursuant to the terms and conditions of the "successful commercial
launch" of a commercial communications platform aboard an airship developed by
Sanswire and Stratodyne by the December 31, 2005 closing date. The Stratodyne
agreement provides that 50 million (3,333,333 after 1:15 reverse stock split) of
the 200 million (13,333,333 after 1 to 15 reverse stock split) additional shares
will be issued to Stratodyne or its assignee(s) and the remaining 150 million
(10 million after 1:15 reverse stock split) shares to Sanswire Technologies,
Inc.
For purposes of the Sanswire purchase agreement, a "successful commercial
launch" was to be deemed to have occurred if all the conditions in the agreement
have been satisfied and all other conditions deemed material by GlobeTel are
satisfied, as determined by GlobeTel in its sole discretion. A "successful
commercial launch" will occur if (i) an airship (dirigible) is flown for a
period of 90 consecutive days at an approximate altitude of 70,000 feet, without
technical difficulty, (ii) a customer is able to receive both voice and Internet
services at the same time when it uses the "Stratellite service", at a
customer-premises equipment (CPE) cost of approximately $100, and (iii) at least
250,000 paying customers must be able to use the Stratellite service based on
agreed upon engineering specifications. For these purposes, it is also assumed
that the cost of each airship used in the Stratellite service will not exceed $3
million, the cost of each tracking earth station will not exceed $7 million and
that each earth station (if more than one) will have the ability to cover
several deployed airships at one time. If the cost of any airship or earth
station exceeds $3 million or $7 million, respectively, at the time that the
"commercial launch" is being implemented, the project will not be deemed to be
commercially viable and a "successful commercial launch" will not have occurred.
An amended agreement modified the definition of a "successful" commercial launch
by eliminating the CPE cost provisions described in (ii) above, and eliminated
all of the provisions of (iii) above, except that it is assumed that the cost of
each airship used in the Stratellite service will not exceed $3 million. The
other provisions above remain the same in the Stratodyne agreement.
As of to date the conditions precedent to the entitlement to the issuance of the
additional shares have not yet been fulfilled."
AI
