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In case you didn't see the after hours PR. A rather large step, tomorrow should be interesting to say the least. Been waiting a long time for this.
-------------------------------------------------------------------------------- NMC, Inc. Provides Update Term Sheet Signed Addressing Remaining Class A Preferred and Related Issues; Shareholders of Record: Note Interim Contact re Shares
HENDERSON, Nev.--(BUSINESS WIRE)--NMC, Inc. (Pink Sheets: NMCX) today announced that a term sheet has been signed on behalf of a principal stockholder of the Company providing for, among other things, the sale back to the Company and immediate cancellation of the remaining 400 million Class A Preferred Shares (“poison pill”) currently outstanding, which potentially would have been converted to 2 billion Common shares. Under the term sheet, which anticipates a definitive agreement addressing all related items, the stockholder has agreed that the remaining 400 million Class A Preferred Shares will be returned to the Company and canceled in exchange for $1.6 million to be added to the Company’s indebtedness to the stockholder. The term sheet also provides that the stockholder will compensate the Company (or forgive debt owed to the stockholder) at the rate of $0.01 per post-conversion common share, or $5 million in the aggregate, for 100 million of the Class A Preferred Shares that were previously converted into 500 million shares of common stock. The terms of settlement further require the Company to issue to affiliates of the principal stockholder purchase warrants under SEC rule 144 restrictions for a total of 200 million shares at a strike price of $0.01.
The principal stockholder has pledged total cooperation toward accomplishing all that is in the best interest of the Company and its shareholders. The agreement also addresses various related issues, including additional payment to the Company and/or netting against debt for any other shares that may have been issued without authorization; completion of an audit of the outstanding shares; the calling of a shareholders’ meeting as soon as practicable; releases by the Company in favor of the stockholder and affiliated parties; and related issues.
"I have been very appreciative and impressed with those shareholders who have taken an active role assisting the Company. Their extraordinary efforts, along with those of the NMC board of directors and the principal stockholder, have resulted in an expected agreement designed to allow us to focus on our business plan and set a definitive course for the Company’s future,” said Michael Sheppard, chief executive officer. “Once our share audit is complete, we look forward to presenting our recommendations to NMC shareholders for ratification. We want to assure our shareholders that their trust is paramount and that their votes will be counted,” Sheppard said.
The Company continues to audit original issuances and transfers of Common shares, and management expects to inform shareholders of any adjustments to its previously reported preliminary findings once its audit has been completed.
NMC has selected an independent transfer agent. However, pending the completion of a certified shareholder list following the share audit, the transfer agent is temporarily not in a position to process any transactions in the Company’s stock held in certificate form. In the interim, shareholders of record whose stock is held in certificate form are encouraged to contact the following with their updated mailing address, certificate number(s), and number of shares held. Due to anticipated volume, email or fax is preferable.
Madeleine Franco (madfranco*aol.com) Jordan Richard Assoc. LLC 8183 Mosaic Harbor Avenue Las Vegas, NV 89117 702-256-4905; fax 702-256-4910 Friday, December 22, 2006, as previously announced, the Company received a payment in the amount of $350,000 pursuant to an agreement for the sale of first-stage precious metals ore concentrates for a total purchase price of $500 million to a privately held entity. The December 22 payment is in addition to payments totaling $720,860 made by the buyer during 2003. Clarifying information reported in a Company news release issued on December 27, 2006, payments under the agreement subsequent to the December 22 payment are due on or before the last day of each succeeding month. Additionally, the agreement provides that the customer is eligible to begin taking prorated possession of the first-stage concentrated ore as payments are made.
This news release is for information purposes only and is neither a solicitation to sell securities nor an offer to buy securities, which solicitation or offer may be made only via prospectus. The registration of the Company under the Securities Exchange Act was revoked in March of 2003. Until the Company has effected a new registration with the SEC, Section 12 under which the Company registration was revoked states: "No member of a national securities exchange, broker, or dealer shall make use of the mails or any means or instrumentality of interstate commerce to effect any transaction in, or to induce the purchase or sale of, any security the registration of which has been and is suspended or revoked pursuant to the preceding sentence."
Statements contained in this release that are not purely historical are intended to be forward-looking statements within the meaning of the Safe Harbor clause of the Private Securities Litigation Reform Act of 1995. These statements are based on information available to the Company as of the date of this news release, and the Company assumes no obligation to update or revise these forward-looking statements. Forward-looking statements are inherently uncertain, and the Company’s actual results may differ from management’s expectations. Risks and uncertainties associated with forward-looking statements include without limitation, risks associated with the Company’s ability to complete an audit and obtain registration of its stock with the SEC in light of the allegations against its prior management; the ability of any customer, including the customer whose payment is reported in this news release, to complete its obligations under any agreements with the Company; the Company’s agreement on the terms of a definitive settlement agreement with the stockholder on a timely basis, or at all; the possibility that regulatory actions against the Company or its prior or former management may hinder the Company’s execution of its business plan and attempts to resolve internal and stock issuance issues; delays in obtaining regulatory approvals; costs associated with processing ore concentrates; fluctuation in precious metals markets; general economic and business conditions; litigation and other factors. All forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by these cautionary statements. Financial estimates, whenever provided, either by the Company or by third parties, are subject to change and are not intended to be relied upon as predictions of future operating results. NMC, Inc. assumes no obligation to update or disclose revisions to such estimates.
-------------------- Bill Gates, Donald Trump and James Dean, Willie Nelson, John Lennon and Neil McCoy
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COMPANY NEWS AND PRESS RELEASES FROM OTHER SOURCES:
Summus Works: Company Announces Sale of Steamboat and Winter Park Broadcast Affiliates
Denver, CO., Jan 26, 2007 (M2 PRESSWIRE via COMTEX) -- Summus Works, Inc. (Pink Sheets: SMMW) announced the Company's sale of its broadcast affiliates in Steamboat and Winter Park, Colorado - Steamboat TV-18 and Winter Park TV-18. Under continued management by Summus Works Director Nathan Pickens, the stations and assets have been sold to Worldwest LLC, owner of the Steamboat Pilot & Today, the Steamboat Springs based newspaper that plans to bring news casting to the channels' lineups. "We are the local news leader, and we aim to coordinate our resources to offer news and programming not currently available," Worldwest LLC General Manager Suzanne Schlicht told the Steamboat Pilot & Today. For more information visit www.steamboatpilot.com.
Summus Works, Inc. (Pink Sheets: SMMW) is a multi-media holding company with interests in outdoor sports, retail, e-tail, print, web, television and film. For more information on the company or its outdoor sports and media subsidiaries, visit www.summusworks.com.
This release includes forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 that involve risks and uncertainties including, but not limited to, the impact of competitive products, the ability to meet customer demand, the ability to manage growth, acquisitions of technology, equipment, or human resources, the effect of economic and business conditions, and the ability to attract and retain skilled personnel. The Company is not obligated to revise or update any forward-looking statements in order to reflect events or circumstances that may arise after the date of this release.
SOURCE: Summus Works, Inc.
CONTACT: Dan Burgess, Summus Works, Inc. Tel: +1 888 607 9495 e-mail: summus*summusworks.com
M2 Communications Ltd disclaims all liability for information provided within M2 PressWIRE. Data supplied by named party/parties. Further information on M2 PressWIRE can be obtained at http://www.presswire.net on the world wide web. Inquiries to info*m2.com.
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scll..looks like this was the problem, who cares, still insanely oversold and good chance it goes to .12.. im in.. lol
DO NOT INVEST ON MY ADVICE !!
Stem Cell Completes Secured Convertible Note Offering Friday November 17, 7:17 am ET
SCOTCH PLAINS, N.J.--(BUSINESS WIRE)--Stem Cell Innovations, Inc. (OTCBB: SCLL - News) announced today that it had raised $1 million through the issuance to an existing investor of a secured convertible note and warrants to purchase 10,000,000 shares of the Company's common stock. The convertible note, due November 16, 2007, is in the principal amount of $1 million, bears interest at the rate of 10% per annum, is secured by all the assets of the Company and its subsidiaries, and is convertible into 10,000,000 shares of the Company's common stock. The warrants are exercisable until November 16, 2011 at a price of $.12 per share. The note and the warrants are subject to full ratchet antidilution provisions. The investor has committed to invest an additional $1 million on the same terms, within 60 days of the closing date, subject to the continued satisfaction by the Company of the conditions required to be satisfied with respect to the current offering. The Company paid a fee equal to $25,000 and 250,000 shares of common stock in connection with the transaction and will pay the same fee upon the completion of the additional $1 million investment.
ADVERTISEMENT About Stem Cell Innovations
Stem Cell Innovations is a cell biology company with facilities in Scotch Plains, NJ, Houston, TX and Leiden, the Netherlands. Our proprietary, human pluripotent stem cells, known as PluriCells(TM), have the potential to aid in drug discovery, toxicology, and cell therapy. We are in the process of making our patented pluripotent cell lines, which are eligible for federal funding in the United States, widely available to universities and other not-for-profit institutions to rapidly advance stem cell research.
We are positioned to become a leading provider of toxicology testing and discovery systems for the pharmaceutical, chemical, and nutraceutical industries around the world. The development of the proprietary PluriCell technology greatly expands our currently marketed C3A human liver cell-based toxicology offerings.
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Thats some of the best divergence ive ever seen! Count me in at the bell! Excellent pick Surfer! If it can close over .65 then the "trend" has changed.
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I like bonus incentives... Makes them want it!!
from 8k on Jan. 25th.
ITEM 5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS On January 19, 2007, the Board of Directors (“Board”) of Microfield Group, Inc. (the “Company”) approved a new Annual Incentive Bonus Plan (the “Plan”) for executive officers that will apply for the year beginning January 1, 2007 through December 31, 2007. The bonus targets for the executive officers and other eligible employees are recommended by the Compensation Committee and adopted by the Board. The bonus targets are based on performance measures tied to both revenue and operating income goals for the Company. Under the Plan, the Board approved annual revenue and operating income targets for the Company for 2007. If the Company exceeds its performance targets the executive officers will receive bonuses based on a sliding scale related to both revenue and operating income goals for the Company. These bonuses could be as high as 40% of the annual base compensation for the following executive employees: • A. Mark Walter, President, Microfield Group, Inc. and Christenson Electric, Inc.
• Gene Ameduri, President, EnergyConnect, Inc.
• Randall R. Reed, CFO, Microfield Group, Inc.
The bonus payable under the Plan to Rodney Boucher, CEO of Microfield Group, Inc. could be as high as 60% of his annual base compensation. The Compensation Committee of the Board will govern the Annual Incentive Bonus Plan.
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Commitments and contingencies Shareholders’ equity : Convertible Series 2 preferred stock, no par value, 10,000,000 shares authorized, 3,333,333 and 5,875,241 shares issued and outstanding at September 30, 2006 and December 31, 2005, respectively (Note 2) 1,400,000 2,367,699 Convertible Series 3 preferred stock, no par value, 10,000,000 shares authorized, 2,040 and 3,485 shares issued and outstanding at September 30, 2006 and December 31, 2005, respectively (Note 2) 856,670 1,463,658 Convertible Series 4 preferred stock, no par value, 10,000,000 shares authorized, 526 and 4,392 shares issued and outstanding at September 30, 2006 and December 31, 2005, respectively (Note 2) 200,000 1,643,423 Common stock, no par value, 225,000,000 and 125,000,000 shares authorized, at September 30, 2006 and December 31, 2005, respectively, 75,552,437 and 55,557,870 shares issued and outstanding at September 30, 2006 and December 31, 2005, respectively (Note 2) 110,912,176 91,532,139 Common stock warrants (Note 3) 36,374,570 38,391,161 Accumulated deficit (105,010,512 ) (107,494,133 )
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stockfethcher is a great site to scan with... I have developed my own scan criteria that works very well. I have one for my NYSE stocks and one I run once in a while to scan for the little guys. The bottom line is I deal only with bottom bounces and MICG is the best looking canidate I have ever found in the "pennies"
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