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Replies to post #8859 on Remote Dynamics Inc (RMTD)
On November 30, 2006, we agreed to acquire from Bounce Mobile Systems, Inc. (“BMSI”) 100% of the capital stock of BounceGPS, Inc., a provider of mobile asset management solutions, in exchange for:
5,000 shares of our newly authorized series C convertible preferred stock (initially convertible into 51% of our fully diluted shares of common stock);
A series B subordinated secured convertible promissory note in the principal amount of $660,000;
An original issue discount series B subordinated secured convertible promissory note in the principal amount of $264,000;
A series E-7 warrant to purchase 1,547 shares of common stock; and
A series F-4 warrant to purchase 1,547 shares of common stock.
The acquisition closed on December 4, 2006. As part of the acquisition of BounceGPS, Inc., we acquired mobile subscribers, executive management and marketing expertise.
Bounce Mobile Systems, Inc. acquired control of our Company in the transaction and, accordingly, we have treated the transaction as a “reverse merger” for financial reporting purposes. Nonetheless, the historical operations of Remote Dynamics, Inc. represent substantially all of our continuing business and operations.
The Company also announced that it has entered into a Share Exchange Agreement in which the Company acquired 100% of the capital stock of BounceGPS, Inc., and issued to the sole stockholder of BounceGPS, Inc. the following:
* 5,000 shares of the Company's newly authorized series C convertible preferred stock ("Series C Preferred Stock")
* A Series B Note in the principal amount of $660,000
* An OID Note in the principal amount of $264,000
* An E-7 Warrant to purchase 30,937,500 shares of common stock
* A F-4 Warrant to purchase 30,937,500 shares of common stock
The Series C Preferred Stock is convertible into the Company's common stock at an initial conversion rate equal to (x) 51% of the number of the Company's fully diluted shares divided by (y) the number of shares of Series C Preferred Stock originally issued.
David Walters, who became Chairman of the Company's Board of Directors upon completion of the acquisition, said: "We are excited about the opportunity to move the BounceGPS operations forward in combination with Remote Dynamics."
The terms of the Series C Preferred Stock are more fully described in the Certificate of Designations, Preferences and Rights of the Series C Preferred Stock which is attached as Exhibit 10.9 to the Form 8-K filed by the Company on December 6, 2006 with the SEC.
The Company intends to use the net proceeds from the financing transaction to fund its business plan.
The Company is obligated to register the common stock issuable upon conversion of the Series B Notes, OID Notes, the exercise of the Series E-7 and F-4 warrants and shares underlying the Series C Preferred Stock for public resale under the Securities Act of 1933, as amended. The company is further required to seek stockholder approval to amend the Company's certificate of incorporation to increase the number of shares of common stock authorized to 525,000,000 and to effectuate a reverse split of its common stock at a ratio of one-for-fifty shares. Each holder of a secured convertible note is restricted from either converting the notes into the Company's common stock or exercising the warrants for the purchase of the Company's common stock to the extent that such conversions or exercises would result in the holder beneficially owning more than 4.9 percent of the Company's common stock, or 9.9 percent of the Company's common stock without providing the Company at least 61 days prior notice of its intent to waive the applicable conversion restriction.
The Company intends to file a Form 8-K with the SEC on December 6, 2006, which will be available at the SEC's website at www.sec.gov, that will include all of the agreements entered into between the investors in the Series B offering and the Company and the agreements for the acquisition of BounceGPS, Inc.
About Remote Dynamics:
Remote Dynamics, Inc. provides patented state-of-the-art mobile resource management solutions that contribute to higher customer revenues, enhanced operator efficiency and improved cost control. Combining GPS and wireless telematics with supply chain management, the company's solutions improve mobile worker productivity through real-time position and route reporting, as well as exception-based reporting that analyzes mobile workforce inefficiencies for operational optimization. More information about Remote Dynamics is available online at http://www.remotedynamics.com.
About BounceGPS, Inc.:
Trusted by owners and managers in utility contracting, green and many industries, BounceGPS, Inc. delivers GPS-based fleet management solutions to a wide range of companies. The company's solutions include loss prevention, driver performance monitoring, and vehicle and asset tracking. More information about BounceGPS, Inc. is available online at http://www.bouncegps.com.
About Midtown Partners & Co., LLC:
Originally founded in May 2000, Midtown Partners & Co., LLC is an investment bank focused on private placement investment banking opportunities. The investment banking group at Midtown Partners & Co., LLC was founded on the premise that client relationships and industry focus are keys to the success of emerging growth companies. Such companies require investment banking services from a firm with a unique understanding of the marketplace and the nature of these transactions. Additional information can be found at http://www.midtownpartners.com.
Competition
We believe that our primary competitors in the automatic vehicle location market include:
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Largest Competitor – Our largest competitor is Trimble Navigation Limited. Trimble entered our market in 2007 through its acquisition of @Road, Inc. @Road's mobile resource management system enables vehicle location, wireless voice and text communications, and remote transaction processing with signature capture using a PDA. Trimble is an international provider of GPS and other advanced positioning solutions
On or about April 13, 2009, we will complete an increase in the number of our authorized shares of common stock to 15,000,000,000.
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