posted
So humble? New Company, New assets, new sharestructure?
quote:Originally posted by humble: For anyone left to hear this, I just spent the better part of 3 hours reviewing all of the documents filed by CVSU and FHAL to date.
For me it was like reading a book for the second time; you can really absorb it instead of just organizing the ideas in your head. I do not have the time or energy to get into everything I saw but I will address the the share structure discussion that arose yesterday and ongoing.
Two merged corporations in the state of Delaware create a new entity with a new share structure. Comparing the share structure of the two old companies with the eventual share structure of the new entity is apples to oranges. It serves to redistribute the assets of the surviving company into a new share structure, all of the value is preserved. That is not dillution, that is a merger.
What this means for everyone crying about possibly having shut themselves out of a big opportunity is that you simply got burned, no more and no less.
There is no legal recourse because the share distribution is "consideration" for shareholders of the two merging companies, NOT a share reorganization of the share cstructure for one comapny.
The entire process is described in the filings. Hint, don't just read the part about the A, B or C reset options, read the whole process from start to finish, from July through Sept 29th.
Here are a few quotes to get you thinking:
"Each Company Share, by virtue of the Merger and without any action on the part of the holder thereof, shall at the Effective Time no longer be outstanding, shall be canceled and retired and shall cease to exist, and each holder of certificates representing any such Company Shares shall thereafter cease to have any rights with respect to such shares, except for the right to receive the Merger Consideration."
"As soon as reasonably practicable after the Effective Time, the Surviving Holdings Company shall cause the Exchange Agent to allocate the Merger Consideration among the holders of Company Shares."
"FHAL and CVSU intend to file an S-4 registration statement / prospectus in connection with the proposed Merger for the registration of the CVSU share pursuant to the Merger agreement. The S-4 registration statement / prospectus and other relevant materials (when they become available), and any other documents filed by CVSU or FHAL with the SEC, may be obtained free of charge at the SEC's web site."
Would this mean that we are, in essence, going to be starting over with brand new shares in the finally merged new entity?
Why would you have an opportunity to start fresh like that and do it on the OTC Exchange?
If all old shares are going to be "canceled and retired" I would not want to be in a short position when the trigger is pulled.
The beauty of all of this is the simplicity. Almost none of this entire string of events requires approval from external agencies, thereby reducing the risk that there would be unforseen hurdles along the way. Everything is done when the CSHD management is ready, by the book and without warning - again I will say that the series of upcoming events will come without warning.
If you are nervous about where this is going and are trying to time your exit you are playing this stock like a penny and will get burned, just like those who bailed after the 10K. Pick your price point or event and stick to it with conviction.
...In My humble Opinion.
-------------------- #1 Rule: Protect your capital! #2 Rule: Never fall for the BS on the boards! Posts: 8890 | Registered: Jan 2006
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posted
Why aren't they changing to list on the website to the date of the 16th instead of the 3rd.
I know some people who bought in after the 3rd but before the 16th, and they are not on the list.
So what is the signifigance of the date of Oct. 3rd?
my assumptionis that they ordered a new list at close on the day of the reset (yeterday)
that's the only way they would know...
it is possible that they will actually order the list on thursday at close, because that is when the settlements will be finished from Monday;'s trading....
they may order both....
-------------------- Don't envy the happiness of those who live in a fool's paradise. Posts: 36378 | From: USA | Registered: Sep 2003
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quote:Originally posted by RyanPBF: nice post humble. Are you in this?
Yes, large position since May. I plan to stay around for the next very interesting 30 days and then evaluate the situation based on all available information at that time.
... In My humble Opinion
Posts: 150 | From: None | Registered: Jul 2006
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quote:Originally posted by glassman: Why aren't they changing to list on the website to the date of the 16th instead of the 3rd.
I know some people who bought in after the 3rd but before the 16th, and they are not on the list.
So what is the signifigance of the date of Oct. 3rd?
my assumptionis that they ordered a new list at close on the day of the reset (yeterday)
that's the only way they would know...
it is possible that they will actually order the list on thursday at close, because that is when the settlements will be finished from Monday;'s trading....
they may order both....
When was the merger complete? That is your Effective Date.
"The Merger shall become effective on the date and at the time of filing of the related Articles of Merger, in the form required by and executed in accordance with Delaware Law.
Each Company Share, by virtue of the Merger and without any action on the part of the holder thereof, shall at the Effective Time no longer be outstanding, shall be canceled and retired and shall cease to exist, and each holder of certificates representing any such Company Shares shall thereafter cease to have any rights with respect to such shares, except for the right to receive the Merger Consideration."
You can order a File Stamp Copy of that document, if it has been filed (and I believe it has). The date on that filing would answer the question of when the cutoff date was. Those in before that are onboard, after that I don't think so.
I will not order that copy because it does not really matter to me. I am not in a position to worry as I have been long since May.
... In My humble Opinion
Posts: 150 | From: None | Registered: Jul 2006
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quote:Originally posted by glassman: Why aren't they changing to list on the website to the date of the 16th instead of the 3rd.
I know some people who bought in after the 3rd but before the 16th, and they are not on the list.
So what is the signifigance of the date of Oct. 3rd?
my assumptionis that they ordered a new list at close on the day of the reset (yeterday)
that's the only way they would know...
it is possible that they will actually order the list on thursday at close, because that is when the settlements will be finished from Monday;'s trading....
they may order both....
According to Rufus in last night's interveiw with SubPennyRadio, They(CSHD)order lists as they are available. Daily weekly and monthly. They are constantly keeping track of the share totals and shareholders.
GLTA Wally
Posts: 3255 | From: Los Angeles California | Registered: Jan 2006
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posted
I don't remember if this has been discussed previously but anyone with etrade having a screwy account problem? Mine is showing 0 for the price and my value of the stock, but the price paid and amount of shares are the same. So, I called Etrade and she said it was because we're getting an E tomorrow, and I asked how that might be possible. And she goes on to say that because of not filing. But, I told her we filed on monday and she said thats what her bloomberg feed is saying.
Posts: 854 | From: Alpharetta, GA | Registered: Mar 2006
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quote:Originally posted by RyanPBF: ok humble if you had to make an educated guess. on where you think this is going in the near future. what would your guess be.
quote:Originally posted by glassman: Why aren't they changing to list on the website to the date of the 16th instead of the 3rd.
I know some people who bought in after the 3rd but before the 16th, and they are not on the list.
So what is the signifigance of the date of Oct. 3rd?
my assumptionis that they ordered a new list at close on the day of the reset (yeterday)
that's the only way they would know...
it is possible that they will actually order the list on thursday at close, because that is when the settlements will be finished from Monday;'s trading....
they may order both....
When was the merger complete? That is your Effective Date.
"The Merger shall become effective on the date and at the time of filing of the related Articles of Merger, in the form required by and executed in accordance with Delaware Law.
Each Company Share, by virtue of the Merger and without any action on the part of the holder thereof, shall at the Effective Time no longer be outstanding, shall be canceled and retired and shall cease to exist, and each holder of certificates representing any such Company Shares shall thereafter cease to have any rights with respect to such shares, except for the right to receive the Merger Consideration."
You can order a File Stamp Copy of that document, if it has been filed (and I believe it has). The date on that filing would answer the question of when the cutoff date was. Those in before that are onboard, after that I don't think so.
I will not order that copy because it does not really matter to me. I am not in a position to worry as I have been long since May.
... In My humble Opinion
The merger was complete on September 13th per company PR. The reset was complete on Oct 16th per 10KA.
GLTA Wally
Posts: 3255 | From: Los Angeles California | Registered: Jan 2006
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quote:Originally posted by RyanPBF: ok humble if you had to make an educated guess. on where you think this is going in the near future. what would your guess be.
I will preface this by saying that I do not know anything beyond what I have read and the experience of past failures.
- PR about move to NASD with details as to how the shares are going to be swapped out. I would not be surprised to see a halt of a few days. - NASD with the new shares - PRs about the income side of the business - Analyst coverage in the first week on NASD - S4 prospectus filed with the SEC giving high rollers, mutuals, etc something to chew on. - 10Q with lots of forward-looking income generation projections and hopefully some sort of 2007 pro-forma.
Price wise, the market will only reward future potential income and that has yet to be proven or even revealed. I believe it is there, though, and will all be on the table by Thanksgiving. At that point I would not be surprised to see $50-$75 per share or more.
... In My humble Opinion
Posts: 150 | From: None | Registered: Jul 2006
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quote:Originally posted by Igor R: I don't remember if this has been discussed previously but anyone with etrade having a screwy account problem? Mine is showing 0 for the price and my value of the stock, but the price paid and amount of shares are the same. So, I called Etrade and she said it was because we're getting an E tomorrow, and I asked how that might be possible. And she goes on to say that because of not filing. But, I told her we filed on monday and she said thats what her bloomberg feed is saying.
like i said? i wouldn't be surprised to see the "E" tomorrow...
-------------------- Don't envy the happiness of those who live in a fool's paradise. Posts: 36378 | From: USA | Registered: Sep 2003
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quote:Originally posted by Igor R: I don't remember if this has been discussed previously but anyone with etrade having a screwy account problem? Mine is showing 0 for the price and my value of the stock, but the price paid and amount of shares are the same. So, I called Etrade and she said it was because we're getting an E tomorrow, and I asked how that might be possible. And she goes on to say that because of not filing. But, I told her we filed on monday and she said thats what her bloomberg feed is saying.
They are simply going of a list that was posted on the OTCBB yesterday prior to CSHD's filing of the 10K. There is a two day grace period for filings and if the filing had not been made the "E" would have appeared tommorrow. The "E" should not appear. With all that has gone on I wouldn't be surprised if a mistake was made, I hope not.
GLTA Wally
Posts: 3255 | From: Los Angeles California | Registered: Jan 2006
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posted
well I opened up my merrill lynch account. Now tomorrow I'll start on having them transfer my ameritrade account over to merrill. Wally are sticking with ameritrade.
quote:Originally posted by glassman: Why aren't they changing to list on the website to the date of the 16th instead of the 3rd.
I know some people who bought in after the 3rd but before the 16th, and they are not on the list.
So what is the signifigance of the date of Oct. 3rd?
Please copy in the quote and page.
my assumptionis that they ordered a new list at close on the day of the reset (yeterday)
that's the only way they would know...
it is possible that they will actually order the list on thursday at close, because that is when the settlements will be finished from Monday;'s trading....
they may order both....
When was the merger complete? That is your Effective Date.
"The Merger shall become effective on the date and at the time of filing of the related Articles of Merger, in the form required by and executed in accordance with Delaware Law.
Each Company Share, by virtue of the Merger and without any action on the part of the holder thereof, shall at the Effective Time no longer be outstanding, shall be canceled and retired and shall cease to exist, and each holder of certificates representing any such Company Shares shall thereafter cease to have any rights with respect to such shares, except for the right to receive the Merger Consideration."
You can order a File Stamp Copy of that document, if it has been filed (and I believe it has). The date on that filing would answer the question of when the cutoff date was. Those in before that are onboard, after that I don't think so.
I will not order that copy because it does not really matter to me. I am not in a position to worry as I have been long since May.
... In My humble Opinion
The merger was complete on September 13th per company PR. The reset was complete on Oct 16th per 10KA.
quote:Originally posted by Igor R: I don't remember if this has been discussed previously but anyone with etrade having a screwy account problem? Mine is showing 0 for the price and my value of the stock, but the price paid and amount of shares are the same. So, I called Etrade and she said it was because we're getting an E tomorrow, and I asked how that might be possible. And she goes on to say that because of not filing. But, I told her we filed on monday and she said thats what her bloomberg feed is saying.
like i said? i wouldn't be surprised to see the "E" tomorrow...
-------------------- #1 Rule: Protect your capital! #2 Rule: Never fall for the BS on the boards! Posts: 8890 | Registered: Jan 2006
| IP: Logged |
quote:Originally posted by glassman: Why aren't they changing to list on the website to the date of the 16th instead of the 3rd.
I know some people who bought in after the 3rd but before the 16th, and they are not on the list.
So what is the signifigance of the date of Oct. 3rd?
my assumptionis that they ordered a new list at close on the day of the reset (yeterday)
that's the only way they would know...
it is possible that they will actually order the list on thursday at close, because that is when the settlements will be finished from Monday;'s trading....
they may order both....
When was the merger complete? That is your Effective Date.
"The Merger shall become effective on the date and at the time of filing of the related Articles of Merger, in the form required by and executed in accordance with Delaware Law.
Each Company Share, by virtue of the Merger and without any action on the part of the holder thereof, shall at the Effective Time no longer be outstanding, shall be canceled and retired and shall cease to exist, and each holder of certificates representing any such Company Shares shall thereafter cease to have any rights with respect to such shares, except for the right to receive the Merger Consideration."
You can order a File Stamp Copy of that document, if it has been filed (and I believe it has). The date on that filing would answer the question of when the cutoff date was. Those in before that are onboard, after that I don't think so.
I will not order that copy because it does not really matter to me. I am not in a position to worry as I have been long since May.
... In My humble Opinion
The merger was complete on September 13th per company PR. The reset was complete on Oct 16th per 10KA.
GLTA Wally
Sorry. Please copy in the quote and page.
... In My humble Opinion
Posts: 150 | From: None | Registered: Jul 2006
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quote:Originally posted by Igor R: I don't remember if this has been discussed previously but anyone with etrade having a screwy account problem? Mine is showing 0 for the price and my value of the stock, but the price paid and amount of shares are the same. So, I called Etrade and she said it was because we're getting an E tomorrow, and I asked how that might be possible. And she goes on to say that because of not filing. But, I told her we filed on monday and she said thats what her bloomberg feed is saying.
like i said? i wouldn't be surprised to see the "E" tomorrow...
quote:Originally posted by RyanPBF: well I opened up my merrill lynch account. Now tomorrow I'll start on having them transfer my ameritrade account over to merrill. Wally are sticking with ameritrade.
Never was with Ameritrade. Been with Scottrade. I haven't had many problems with them but will be looking into Choicetrade and lowtrades over the next few weeks as back up brokers. One lesson from this has been that you need more than one broker for a couple of reasons. If your broker restricts buys for any reason you can buy through your secondary broker and the other is for the GEEK Play. THe plays where having less than a 100 shares after a reverse will give you 100 shares after the reverse. Multiple accounts allows for multiple opportunites to profit.
GLTA Wally
Posts: 3255 | From: Los Angeles California | Registered: Jan 2006
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posted
Tax? Didn't you say that you use etrade? check what your share price is will you please? it shows mine at CSHD 1.06498 My choice account is fine
-------------------- #1 Rule: Protect your capital! #2 Rule: Never fall for the BS on the boards! Posts: 8890 | Registered: Jan 2006
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quote: As of 4:00 p.m. EST time today (September 13, 2006), the much anticipated merger between Conversion Solutions Holdings Corp. and the Fronthaul Group has been completed.
-------------------- Una Mas! Posts: 2717 | From: Eville,IN,USA | Registered: Feb 2004
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(September 13, 2006), the much anticipated merger between Conversion Solutions Holdings Corp. and the Fronthaul Group has been completed *************************************************
The Corporation hereby chooses option (c) to reset the Share value to an equivalent of $15.00 by issuing additional shares to each shareholder of record as of the close of business on October 16, 2006, the issuance date of the Reset shares is October 30, 2006 10 business days from the filing of this form 10-KSB.
Page 22.
GLTA Wally
Posts: 3255 | From: Los Angeles California | Registered: Jan 2006
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quote:Originally posted by 10of13: Tax? Didn't you say that you use etrade? check what your share price is will you please? it shows mine at CSHD 1.06498 My choice account is fine
OK that is odd mine shows $2.61 as the current price.
And yesterday's news from CSHD does not show. Must be some problems.
-------------------- Una Mas! Posts: 2717 | From: Eville,IN,USA | Registered: Feb 2004
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quote:Originally posted by 10of13: Tax? Didn't you say that you use etrade? check what your share price is will you please? it shows mine at CSHD 1.06498 My choice account is fine
Yea, its weird, I dunno what the deal is. On the accounts screen my account balance is correct (my amount of shares x todays close), but once I click the account, it shows $0.00. Although nothing is wrong with my PAVC showing, except the fact I still don't have my 99 round up shares.
Posts: 854 | From: Alpharetta, GA | Registered: Mar 2006
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quote:Originally posted by 10of13: Tax? Didn't you say that you use etrade? check what your share price is will you please? it shows mine at CSHD 1.06498 My choice account is fine
OK that is odd mine shows $2.61 as the current price.
And yesterday's news from CSHD does not show. Must be some problems.
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