posted
This press release came out this morning. Is this pipe shares thing good or bad. Not familiar with this.
Press Release Source: HandHeld Entertainment, Inc.
HandHeld Entertainment Announces Free Trading of February 2006 PIPE Shares Thursday November 16, 7:27 am ET Lead Underwriter Releases Market Standoff Restriction on Shares Issued in HandHeld Entertainment's February 2006 PIPE Transaction
SAN FRANCISCO--(BUSINESS WIRE)--HandHeld Entertainment(TM) (NASDAQ:ZVUE - News; NASDAQ:ZVUEW - News) today announced that the company and Newbridge Securities Inc., the lead underwriter in HandHeld Entertainment's August 2006 secondary offering, have released the market standoff provision which allows the common shares issued in HandHeld Entertainment's PIPE financing transaction completed in February 2006 to trade prior to the 180-day restriction imposed under the registration rights agreement previously entered with the PIPE investors.
ADVERTISEMENT PIPE investors desiring to sell under the effective registration statement must deliver a current prospectus which is available for download as Form 424B3 filed on August 30, 2006 (File No. 333-133215) from the SEC's Web site (www.sec.gov). The release of this provision will allow the 3,238,558 shares registered under the prospectus to become free trading and increases the public float of the company's common stock to approximately 6.3 million shares.
About the ZVUE
Available today in more than 1,800 Wal-Mart stores throughout the United States, as well as online at such locations as Amazon.com, the $99 (US) ZVUE(TM) plays videos and MP3 files available from the ZVUE.com(TM) download store and also allows users to view digital pictures from a digital camera or home video from a camcorder. The ZVUE offers full-color video and clear audio sound that gives users a robust, on-the-go digital experience when coupled with downloadable content from the ZVUE Web site.
About HandHeld Entertainment, Inc.
With shares and warrants traded on the NASDAQ Capital Market (ZVUE, ZVUEW) and Boston Stock Market (HDE, HDEW), HandHeld Entertainment is a digital-media-to-go company with a family of mass-market portable media players priced at mass-market prices as well as its own online video content store. Its ZVUE portable video players are available for purchase online and in retail locations across the U.S., while portable video lovers can visit HandHeld Entertainment's video content store at www.zvue.com to buy pay-per-download videos. Customers can also download free user-generated video selections by visiting Dorks.com, a HandHeld Entertainment company. For more information, visit www.hheld.com/ir or call 415-495-6470.
HandHeld Entertainment, ZVUE and ZVUE.com are trademarks of HandHeld Entertainment. All other trademarks are property of their respective owners.
"Safe Harbor" Statement Under the Private Securities Litigation Reform Act of 1995
This release contains forward-looking statements. To the extent that any statements made in this release contain information that is not historical, these statements are forward-looking. These statements are subject to risks and uncertainties that cannot be predicted or quantified and, consequently, actual results may differ materially from those expressed or implied by these forward-looking statements. These risks and uncertainties include, without limitation: HandHeld Entertainment's dependence on contract manufacturing of its products; its reliance on a single major mass-market retailer; its ability to develop and market successfully and in a timely manner new products and services; its ability to predict market demand for, and gain market acceptance of, its products and services; the impact of competitive products and services and of alternative technological advances; its ability to raise additional capital to finance its activities; its limited and unprofitable operating history; its ability to operate as a public company; its ability to reduce product return rates; the affect of inventory and price protections required by major retailers; the availability and affordability of digital media content; its ability to protect its proprietary information and to avoid infringement of others' proprietary rights; its ability to attract and retain qualified senior management and research and development personnel; the reliability and security of its information systems and networks; and other factors described in HandHeld Entertainment's filings with the Securities and Exchange Commission, including Annual Reports on Form 10-KSB, Quarterly Reports on Form 10-QSB and Current Reports on Form 8-K. These forward-looking statements are made as of the date hereof. HandHeld Entertainment does not undertake any obligation to publicly update any forward-looking statements. As a result, investors should not place undue reliance on these forward-looking statements.
Contact:
For HandHeld Entertainment MEDIA CONTACTS Politis Communications David Politis, 801-523-3730(wk) 801-556-8184(cell) dpolitis*politis.com or Jonathan Bacon, 801-523-3730(wk) 801-660-7820(cell) jbacon*politis.com or INVESTOR CONTACT The Del Mar Consulting Group, Inc. Robert Prag, 858-794-9500 bprag*delmarconsulting.com
Source: HandHeld Entertainment, Inc.
-------------------- One risk I enjoy: daytrading stocks Posts: 273 | From: New York City | Registered: Sep 2004
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posted
That would be a bad thing to me my friend. Read this on the whole pipe share deal.
May 3, 2006, 3:58 pm The SEC’s PIPE Crackdown Continues Posted by Peter Lattman
For the past half-decade or so, PIPEs — which stands for Private Investments in Public Equity — have become popular menu items for hedge fund managers and other institutional investors looking to beef up their returns. Here’s how they work. A publicly traded company, often one unable to raise money through a traditional public stock offering, privately approaches investors to buy a PIPE. Because you can’t sell them right away – the PIPE shares are usually locked up for two to four months before they’re registered and free to trade — the deals are typically priced at a discount to the company’s stock price.
So if you’re a hedge fund offered PIPE shares by a company, why not short the publicly-traded stock (i.e., bet on its decline) and then use the discounted PIPE stock you receive when the deal is complete to cover your short position? Because it’s a violation of the securities laws and, what’s more, the PIPE investors sign statements promising the company not to trade in the company’s stock while in possession of material nonpublic information.
But that, the SEC alleges, is precisely what was done by hedge fund Deephaven Capital Management and one of its former portfolio managers, Bruce Lieberman. Yesterday the SEC filed a civil action against Minnesota-based Deephaven and Lieberman, charging them with insider trading on information that 19 PIPEs were about to be publicly announced. When Lieberman learned the news, he allegedly shorted the company’s stock. In each case, the company’s shares fell on the announcement of its PIPE offering.
Without admitting or denying guilt, Deephaven — a $3 billion fund owned by Knight Capital Group — has agreed to pay roughly $5.7 million in a combination of civil penalties, disgorgement of profits, and interest. Lieberman agreed to pay a $110,000 civil penalty and be barred from being associated with any investment adviser for at least three years. Here’s the SEC complaint and litigation release. Knight had discussed the SEC case and the proposed settlement in a February SEC filing.
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I thought this article was interested. Knight Capital Group, which owns Deephaven (the company the settled with the SEC), was formerly named “Knight Trading Group.”
JC Comment by Juan-Carlos Sanchez - May 3, 2006 at 4:25 pm
While you have to applaud the efforts of the SEC in taking these steps, the level of enforcement action taken was insufficient. Depending on the terms and conditions of a PIPE, the fraud could have resulted in the sale of unregistered securities (using pending PIPE convertible shares as the collateral in teh short sale) as well as stock manipulation (Ref: SEC vs. Rhino Advisors). In these types of activities it is not just the individual profits made but teh overall implications it has on the investors and the issuer for the reaminder of their existence.
The over selling of the security ahead of the PIPE can significantly reduce the price leading into the convert price resulting in excess dilution. That dilution is carried by every past and present shareholder.
The SEC needs to pass the message that fraud orchestrated by Industry professionals will be treated in the same manner as crimes orchestrated by “bad cops”. The penalties for violating the public’s trust must be more severe. Nothing short of a lifetime ban will suffice and these individuals must be forced to buy back any excess dilution created by their activities and then decomission those shares. Comment by Patch - May 3, 2006 at 4:43 pm
-------------------- Best Regards and Good Trading Posts: 239 | From: Florida City, FL | Registered: Jul 2006
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Uh Oh, down goes the boat then.bThis always happen with these companies. They have their wild ride then issue some BS news to tank the PPS. Oh well
-------------------- One risk I enjoy: daytrading stocks Posts: 273 | From: New York City | Registered: Sep 2004
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AP Handheld Entertainment Ups Public Float Thursday November 16, 8:59 am ET Handheld Entertainment Investors Release Standoff Provision; Co. Sees Positive Cash Flow
SAN FRANCISCO (AP) -- HandHeld Entertainment said Thursday that Newbridge Securities Inc., the lead underwriter in the company's August secondary offering, has released the market standoff provision which allows stock issued in HandHeld's February PIPE financing transaction to trade.
ADVERTISEMENT The stock was previously subject to a 180-day restriction imposed under the registration rights agreement signed with the PIPE investors.
The release of this provision will allow the 3.2 million shares registered under the prospectus to become free trading and increases the public float of the company's common stock to about 6.3 million shares.
On Wednesday, HandHeld said it expects to break even and achieve cash flow positive results in 2007, based on its recent acquisition of video download Web site Dorks.com and the elimination of radio and print advertising programs in favor of efforts to ensure better placement of ZVUE players on store shelves.
"With the steps we have taken and that we outlined yesterday afternoon, we plan to achieve cash flow positive results in 2007 without raising additional capital," said Jeff Oscodar, president and chief executive officer. "We will outsource all future PVP development efforts to leading OEMs worldwide, and we have right-sized and reallocated our personnel ranks to help us responsibly meet our objectives of increased market penetration and breakeven results in 2007."
Separately, HandHeld Entertainment said ZVUE.com will support all devices running the Microsoft Windows Mobile 5.0 operating system. The company also announced it will launch a "micro site" optimized for these mobile devices by the end of this year.
Now Windows users can use their mobile devices to log onto ZVUE.com to purchase, download and play music videos and other forms of portable video content. Consumers with smartphones running Windows Mobile 2003 with Windows Media Player 10 Mobile can also use ZVUE.com to get music videos, movies, TV shows and comedic short films and play them on such smartphones and PDAs as well.
Shares rose 46 cents, or 7.5 percent, to $6.56 in pre-market trading on the INET electronic exchange, indicating the stock may open at a new 52-week high. Shares closed Wednesday at $6.10 on the Nasdaq, where the stock has ranged between $1 and $6.24 over the past year.
-------------------- Best Regards and Good Trading Posts: 239 | From: Florida City, FL | Registered: Jul 2006
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HandHeld Entertainment Increases Position in the User-Generated Humorous Videos Marketplace by Acquiring FunMansion.com for $1.1 Million 12/1/2006
FunMansion.com adds approximately 1.5 million monthly unique visitors/potential customers to HandHeld Entertainment's growing network of Web sites; combined monthly traffic of FunMansion.com, Dorks.com and ZVUE.com now provide a growing collection of user-generated comedy videos (along with commercially produced music videos, television programming and feature length movies) to potentially 2.5 million unique visitors per month
SAN FRANCISCO & PORT ST. LUCIE, Fla., Dec 01, 2006 (BUSINESS WIRE) -- HandHeld Entertainment(TM) (Nasdaq:ZVUE) (Nasdaq:ZVUEW) today announced it has acquired FunMansion.com(TM) for $1.1 million ($350,000 in cash at closing, $150,000 in cash payable over 12 months and a five-year $600,000 note convertible into common stock).
FunMansion.com has averaged approximately 1.5 million unique visitors per month and more than 3.5 million page views per month during the past two months.
"In a little more than two weeks, we have begun assembling a significant collection of user-generated video content by acquiring Dorks.com(TM) and FunMansion.com," said Jeff Oscodar, president and chief executive officer of HandHeld Entertainment. "The FunMansion.com acquisition takes us to potentially 2.5 million unique visitors per month, with a combined total of more than 5.4 million page views per month, all tied to the comedy/extreme marketplace. We believe that these funny user-generated and user-submitted videos, photos, jokes and more tend to attract demographics that will be attractive to advertisers and sponsors. We also believe that the combination of ZVUE.com's commercial content, coupled with our rapidly growing library of user generated content from Dorks.com, FunMansion.com and ZVUE.com's own FREE Stuff! site, will be a powerful combination for our company."
HandHeld Entertainment's user-generated Web properties -- Dorks.com, FunMansion.com and FREE Stuff! -- now attract nearly 2.5 million unique visitors each month, particularly in the comedy/extreme space. In addition, HandHeld Entertainment announced earlier in November a content agreement with Comedy Time Network to make hundreds of hours of stand-up comedy routines and sketches available for purchase at ZVUE.com. Taken in combination, these two acquisitions and the Comedy Time agreement have helped transform HandHeld Entertainment into a leading provider of comedic/humorous videos for both portable video players and PCs.
Representative of the humorous user-generated and user-submitted videos posted recently on FunMansion.com are the following:
"FunMansion.com has been around for more than five years, and we've seen a strong increase in visitors and page views during the past 18 months," said Mary Dunne, founder and owner of FunMansion.com. "I'm really excited to be joining the ZVUE.com network of Web sites. Now I can continue to build the site that I love and can do so with greater resources and scale. Those resources should accelerate FunMansion's growth and bring FunMansion's user-generated videos to a larger audience."
HandHeld Entertainment also has more than 4,400 videos available for purchase on ZVUE.com today out of more than 11,000 video selections it has under contract. These selections include music videos, anime features, television shows, movies, cartoons, independent films, documentaries, news, entertainment and sports programs from companies ranging from Sony BMG to IMG Media and from Canadian Broadcast Corp. to Fun Little Movies.
Launched in February 2001, FunMansion.com hosts free user-generated videos, photo slideshows and Flash-based games and movies.
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