thunder- There has been NO dilution going on since the US Voice and Data acquisition. The no dilution issue is what actually caused the unique clause that awards Vicis with the 25 million shares. Other than the fact that I have been told this by both Management and the Investment Bankers, the logic is in the past filings. The reason that the Company will not dilute until the price is much higher is because of a re-strike provision in the prior converts and warrants. That provision calls for all currently outstanding warrants and converts to be adjusted downward to any price that new equity is placed if that price is below the pre-existing prices.
The Vicis $3 million investment was the last piece needed to close the USVD deal. Due to financial market conditions and BKSD's declining stock price at that time, the Vicis deal under their investment model would have called for a normal price lower then the prior traunches of the funding package. Good for the public common shareholders since no new shares would come out, but in hindsight not so good for the members of management and Investment bankers, they were confident that the stock price would have recovered significantly by the Dec. 26 deadline after the disclosure of the October closing of the extremely attractive USVD deal. Had they been right, they would have been able to get financing at a higher price not only allowing Management et.al. to keep their shares, but no risk of causing a re-strke of the already outstanding derivatives.
I think it is safe to say that since they didn't dilute at that time at these prices, now that they suffered the personal financial pain, they won't do it now.
The chance that the Vicis deal fell through is about the same chance that you, I, or any shareholder would turn down a free gift of 25 million shares.
While I certainly don't have a clue as to the exact time Vicis will take the shares, common sense tells me that it will between now and month end so it could be included in the 10K. Common sense also tells me that not long after Vicis would like to see a stock price of at least $.125 a share maintained at least through the last day of March since that is the price they paid for their 24 million share Preferred issue and their 24 million share warrant strike price. (Did you notice how the stock ran up to $.13 on heavy volume on the last day of last quarter ? The did own the preferred and warrants at that time.) Like you always hear on CNBC on the last day of a reporting quarter, funds like to window dress their portfolios for reporting purposes. I can't be sure they will do it here. But remember. For every penny the stock closes above .125, after they take possession of the 25 million shares, they can "mark" up their portfolio to the tune of $750,000. ($55 million profit for the fund if the Beacon .85 estimate is reached)
My suggestion is if you are waiting for some "sign" to average down, that sign would be the actual Form 4, 8k or PR that tells of the completion of the change of control. But I also think that is a risk game if you want to get any size below a dime. I know quite a few others who are also waiting for that news to come out. This stock is really quite thin so it could gap on that news.
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