Cyber Group Network (fka CGPN)

[Casprs1]

By: mainlander
12 Oct 2005, 03:16 PM EDT
Msg. 140912 of 140915
(This msg. is a reply to 140908 by mainlander.)
Jump to msg. #
snake (part 2):
Under Section 242 of the Deleware Corporation Law an increase of "Authorized" or a "reverse split" requires an ammendamnet to the Certificate of Incorpoartion(or Charter),, such ammendments require either a "Annual Meeting vote" or a "Solicitation of Proxies" which apparently scott did not elect to do prior to the merger closing. he is doing you longs a favor , imo.
And no,, I did not arrive at this in consultation with Cramer or any other Insider. I may be wrong but I doubt it.
So the "covenant" (Article 8.2) I c/p to you in my last post tells me that a vote will occur sometime after the "merger closing" to increase the "Authorized". It did NOT allow for a reverse-split,, but an increase in the authorized,, to permit the transaction to be consumated to the 89.5% ownership intentions.
CGPN does not require a vote ,, right now to issue "Restricted Convertible Preferreds",, it is in their mandate under the Charter. IMO,, these preferred, although restricted, will have underlying voting privilages and a "post-effective" vote will be no problem for them. These "Preferreds" in and of them selves will not affect the "float" for quite some time unless the "register" them under a "SB-2" or similiar "Registration Statement",,, all of which takes considerable time
So too does the "notice" for a vote(A Schd. 14C or similiar) , plus the actual vote to increase the "Authorized",, something like 30+ days all inclusive I would imagine. The stock then trades as it is and probably after the vote as well, imo.
So "snake",, if you wanted some cash for a portion of your "Restricted Convertible Preferreds"(post-merger) and chose the "PP" exemption(still restricted and NOT free trading) path... at what price would you like the underlying commons to be? .006 like that shyster told you? No. The higher the common share price the more the Preferreds would be worth.
the will exist,, imo,, a window of opportuntity over the next weeks,, perhaps months where the common holders wilkl benefit from the release of "Skystar's" positive earnings financials and any other foreward looking "PRs" and material events of a positive nature(bird stuff,, dunno, maybe).
ALL OF THE ABOVE IN MY OPINION ONLY AND SHOULD BE TAKEN AS SUCH. NO FACTUAL PROMISES ARE INTENDED AND THE RESULTS OF THE MERGER MAY VARY GREATLY WITH MY OPINIONS.
Regards:
Mainlander