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Toxic Avenger

09/16/11 7:06 AM

#64385 RE: Spartak #64384

I don't know about the dollar value (I really don't see the market cap holding up post dilution of all but 4 people to 11% in total), but in theory I think you are right.

I hadn't gotten past the dilution of everyone else, but now that you mention it, here's my calculation.

Assume WW has bought the 300 million shares the PA calls for and (together with Cabo and Owens) received the 100 million shares the PA calls for initially.
Let's assume PK has the same 2 million shares or so he had when the 14C was filed.
There are 493 million shares outstanding now, but that doesn't appear to include any of the tranches of WW shares (more on that later), so once the additional 300 million shares are issued to WW (if?), there will be 793 shares in the O/S.
Of course it's likely other shares will be issued at some point before "the final event", but let's assume 7 million only for now, to round off the O/S to an even 800 million.

After the 1:100 R/S, the O/S would be 8 million shares split - 4 million to WW/Cabo/Owens, 20k to PK, 3.98 million everyone else.
The "true up" gives WW/Cabo/Owens 54%, PK 35%, everyone else 11%.
By my calculation, that requires that the O/S be raised to just over 36 million shares. Everyone else stays at 3.98 million shares (11%). WW/Cabo/Owens are given 15.44 million shares bringing them to 19.44 million or 54% and PK is given 12.58 million shares, bringing him to 12.6 million shares or 35%.

If my numbers are correct, that final true up results in just over a 400% dilution to the regular common shareholders.

Also, by the above calculation, if the A/S remained at 900 million, it would provide for another 2400% of the O/S (864 million shares) to be distributed in the future.

Let me know if I've mis-calculated.