Entry into a Material Definitive Agreement, Regulation FD Disclosure, Financi
Item 1.01 Entry into a Material Definitive Agreement.
On April 21, 2006, APO Health, Inc., a Nevada corporation (APO), entered into a definitive Agreement and Plan of Merger (the Merger Agreement) with APO Health Acquisition Corp, Inc., a Nevada corporation and wholly-owned subsidiary of APO (APO Acquisition), and Jupiter Global Holdings, Corp., a Nevada corporation (Jupiter). The Merger Agreement provides that upon the terms and subject to the conditions set forth in the Merger Agreement, APO Acquisition will merge with and into Jupiter, with Jupiter being the surviving corporation (the Surviving Corporation) and a wholly-owned subsidiary of APO (the Merger).
At the Effective Time (as defined below) of the Merger, (a) pursuant to the terms of APOs certificate of incorporation and the Merger Agreement, each share of Common Stock of Surviving Corporation issued and outstanding immediately prior to the Effective Time shall be converted into and become a right to receive one-quarter (0.25) of a share of common stock of APO (the Conversion Price), subject to adjustment as described herein (the Issuable Shares), and shall automatically be canceled and retired and shall cease to exist. The Conversion Price is based on $0.02 per share, the market price of APOs common stock at the time of execution of the Merger Agreement (Market Price). The Conversion Price shall be adjusted proportionately should the average closing sale price of APOs common stock for the 20 consecutive trading days prior to the closing date be greater or less than the Market Price.
The Merger Agreement provides that the Issuable Shares will not be registered under the Securities Act, or the securities laws of any state, and absent an exemption from registration contained in such laws, cannot be transferred, hypothecated, sold or otherwise disposed of until; (i) a registration statement with respect to such securities is declared effective under the Securities Act, or (ii) APO receives an opinion of counsel for APO that an exemption from the registration requirements of the Securities Act is available.
The Merger Agreement includes customary representations, warranties and covenants by Jupiter, including, among others, covenants (i) to conduct its business in the ordinary course consistent with past practice during the interim period between the execution of the Merger Agreement and consummation of the Merger, (ii) not to engage in certain kinds of transactions during such period, and (iii) not to solicit proposals relating to alternative business combination transactions. APO and APO Acquisition Sub have also made customary representations, warranties and covenants in the Merger Agreement, including covenants (i) to conduct its business in the ordinary course consistent with past practice during the interim period between the execution of the Merger Agreement and consummation of the Merger and (ii) not to engage in certain kinds of transactions during such period.
The consummation of the Merger is subject to certain conditions, including (i) receipt of any necessary governmental approvals, (ii) approval of the Merger Agreement and the Merger by the stockholders of APO and Jupiter, (iii) absence of any law or order prohibiting the consummation of the Merger, and (iv) subject to certain exceptions, the accuracy of the representations and warranties made by Jupiter and by APO.
The parties to the Merger Agreement have agreed to use their best efforts to consummate the transactions by May 10, 2006, or as soon thereafter as practicable (in any event, the Effective Time). In the event the transactions are not consummated by May 30, 2006, APO or Jupiter may terminate the Merger Agreement without any further liability owing to the other party. There can be no assurances that the Merger will be effected under the terms of the Merger Agreement or at all.
A copy of the Merger Agreement is filed as Exhibit 10.1 to this Current Report and is incorporated by reference herein. The foregoing summary of the Merger Agreement is qualified by the Merger Agreement in its entirety.
Item 7.01 Regulation FD Disclosure.
The information set forth under this Item 7.01, including Exhibit 99.1 attached hereto, shall not be deemed filed for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act, except as shall be expressly set forth by specific reference in any such filing. Attached hereto as Exhibit 99.1 is a Press Release issued by APO on April 24, 2006 regarding the parties execution of the Merger Agreement.
Posts: 406 | Registered: Oct 2005
| IP: Logged |
We are getting common shares, not restricted as per the 8-K. and we are getting the full .0050 value (referred to as the adjustment) hold those shares people, imo people overreacted bc they thought we were getting restricted shares. I am holding my shares because the amount of common shares will be adjusted so the cash value of your shares (.0050 per share) will not change.
good luck tomorrow guys
-------------------- Choosing individual stocks without any idea of what you're looking for (or without reliable information) is like running through a dynamite factory with a burning match. You may live, but your still an idiot. Posts: 5320 | From: Syracuse, NY | Registered: Apr 2005
| IP: Logged |
posted
but do we have a short position...thats the question... i am sure it is restricted stock and that could turn out good or bad because in a year a lot can change and apoa can make a turnaround maybe...people who need the money to trade with will sell and i understand...but i am very curious to what the shortposition is and if they have no other option than covering or do they maybe have a way out of this?
Posts: 1065 | From: switzerland | Registered: Mar 2005
| IP: Logged |
posted
jdg posted the wrong agreement paragraph here is the paragraph as it pertains to the Jupiter capital merger
Each share of Common Stock of TARGET issued and outstanding immediately prior to the Effective Time shall be converted into and become a right to receive one-quarter (0.25) of a Share of Common Stock (“Conversion Price”), subject to adjustment as provided herein, of the PARENT (the “Issuable Shares”) and shall automatically be canceled and retired and shall cease to exist. The Conversion Price is premised on the market price of the PARENT’s common stock at the time of execution of this Agreement, being $0.02 per share (“Market Price”). The Conversion Price shall be adjusted proportionately should the average closing sale price of the PARENT’s common stock for the 20 consecutive trading days prior to the Closing Date be greater or less than the Market Price. Each holder of a certificate representing any such TARGET Common Stock shall, to the extent such certificate represents such TARGET Common Stock , cease to have any rights with respect to such TARGET Common Stock , except the right to receive the Issuable Shares allocable to the shares represented by such certificate upon surrender of such certificate in accordance with Section 1.09. In calculating the number of Issuable Shares to issue to each TARGET shareholder, general rounding principles should control the actual calculation, which shall result in no issuance of any fractional shares to the TARGET shareholders.
-------------------- Choosing individual stocks without any idea of what you're looking for (or without reliable information) is like running through a dynamite factory with a burning match. You may live, but your still an idiot. Posts: 5320 | From: Syracuse, NY | Registered: Apr 2005
| IP: Logged |
posted
allright..too many romours..speculations..all just because of one reason... that the price dropped to 0.009.
well .. RB is crap**** and i guess the shell shocked guy didnt go through the merger statement properly. i hope if people dont actually own this stock as of today, they give us a break.. and not remind us "we told you this would happen". we all understand the risks we take and are solely responsible. cottonjim, go read the PR properly. all thats happening is APO is issuing its own shares. not forming a new company.
positive of this is..atleast it is OTC board stock rather than pinks. good, now we can see some REAL earnings, REAL stock movements etc.
i wont be surprised if all that happened was short selling. so tomorrow will definitely be GOOD.
company with 12M revenue, add revenues generated by macro, which is atleast in range of 5-6M. and assume that the price of share still stays around 0.0015, not bad, if they are able to buy back some of the common stock, (if they truly beleive in their business model), then it definitely wont be that bad at all..
so lets relax.. enjoy the beer bought from yesterdays gains on NDOL and see this through!! GLTA
Posts: 270 | Registered: Apr 2006
| IP: Logged |
posted
we get 1 APO for every 4 JPHC. 1 APO figured at .02 JPHC " .005
-------------------- corn oil comes from corn, olive oil from olives, where does baby oil come from? Posts: 441 | From: Vulcan | Registered: Feb 2006
| IP: Logged |
posted
Let me get this straight!!! I picked up 1,000,000 more shares today at .0010 and all I have to do is hold my position (in at .00082) for one year and my 2,150,000 shares will now be worth $10,750.00. That's what you call a 530%%%%%%errrrrrr!!!!
Longs Holding Strong and Getting Stronger!!!
500 into 100K...You Gotta' Believe!!!
Posts: 231 | From: Ohio | Registered: Mar 2006
| IP: Logged |
quote:Originally posted by daytrader1: allright..too many romours..speculations..all just because of one reason... that the price dropped to 0.009.
well .. RB is crap**** and i guess the shell shocked guy didnt go through the merger statement properly. i hope if people dont actually own this stock as of today, they give us a break.. and not remind us "we told you this would happen". we all understand the risks we take and are solely responsible.
cottonjim, go read the PR properly. all thats happening is APO is issuing its own shares. not forming a new company.
positive of this is..atleast it is OTC board stock rather than pinks. good, now we can see some REAL earnings, REAL stock movements etc.
i wont be surprised if all that happened was short selling. so tomorrow will definitely be GOOD.
company with 12M revenue, add revenues generated by macro, which is atleast in range of 5-6M. and assume that the price of share still stays around 0.0015, not bad, if they are able to buy back some of the common stock, (if they truly beleive in their business model), then it definitely wont be that bad at all..
so lets relax.. enjoy the beer bought from yesterdays gains on NDOL and see this through!! GLTA
Daytrader, I know that they aren't forming a new company, geezeus, just trying to lighten the situation a little, ya know, have a little fun! I am still long in JPHC and am not going to get caught up in the panic selling, I am curious to see what happens as the 10th approaches. Can't a guy try to have a little fun, maybe lighten the mood a bit, sorry if I came off as bashing, not my intent.
-------------------- If ignorance is bliss, why aren't more people happy? Posts: 2647 | From: MN | Registered: Feb 2006
| IP: Logged |
posted
Mc.. these are not restricted shares, free trading shares as per the 8-k, common stock
-------------------- Choosing individual stocks without any idea of what you're looking for (or without reliable information) is like running through a dynamite factory with a burning match. You may live, but your still an idiot. Posts: 5320 | From: Syracuse, NY | Registered: Apr 2005
| IP: Logged |
The conversion clause allows for adjustment relative to the avg trading price over the last 20 trading days. Lets say the avg is today's closing price .012, JPHC is still valued at .0050, thus the conversion ratio is .012/.0050 = 2.4. Which means that for ever 2.4 shares of JPHC you would receive 1 share of APOA. This is a very good deal people that are feeding bull$4it on other boards need to learn how to read the 8-K.
-------------------- Choosing individual stocks without any idea of what you're looking for (or without reliable information) is like running through a dynamite factory with a burning match. You may live, but your still an idiot. Posts: 5320 | From: Syracuse, NY | Registered: Apr 2005
| IP: Logged |
We are getting common shares, not restricted as per the 8-K. and we are getting the full .0050 value (referred to as the adjustment) hold those shares people, imo people overreacted bc they thought we were getting restricted shares. I am holding my shares because the amount of common shares will be adjusted so the cash value of your shares (.0050 per share) will not change.
good luck tomorrow guys
well said. I agree, if they were going to be restricted, i think they would have mentioned it by now and not said "common shares". I think everyone is overreacting to speculation, when the only reality is that the MMs are screwing with our heads like usual.
I got in at 0.0007 and 0.0008, so i think the new stock would have to tank bigtime before i sold for me to actually lose money.
Posts: 345 | Registered: Apr 2006
| IP: Logged |
We are getting common shares, not restricted as per the 8-K. and we are getting the full .0050 value (referred to as the adjustment) hold those shares people, imo people overreacted bc they thought we were getting restricted shares. I am holding my shares because the amount of common shares will be adjusted so the cash value of your shares (.0050 per share) will not change.
good luck tomorrow guys
well said. I agree, if they were going to be restricted, i think they would have mentioned it by now and not said "common shares". I think everyone is overreacting to speculation, when the only reality is that the MMs are screwing with our heads like usual.
I got in at 0.0007 and 0.0008, so i think the new stock would have to tank bigtime before i sold for me to actually lose money.
I think to many people are listenening to other peoples BS and panicking, right into th MM's hand's by the way. I believe it was Tman who said it best the other day "back away from the computer and take a deep breath." Som folks will need to back away for a few days for the dust to settle on this one. In my humble opinion of course.
-------------------- If ignorance is bliss, why aren't more people happy? Posts: 2647 | From: MN | Registered: Feb 2006
| IP: Logged |
The conversion clause allows for adjustment relative to the avg trading price over the last 20 trading days. Lets say the avg is today's closing price .012, JPHC is still valued at .0050, thus the conversion ratio is .012/.0050 = 2.4. Which means that for ever 2.4 shares of JPHC you would receive 1 share of APOA. This is a very good deal people that are feeding bull$4it on other boards need to learn how to read the 8-K.
Yup it is a good deal.
Hold on to your shares!
Posts: 88 | Registered: Mar 2006
| IP: Logged |
posted
think of it this way if the avg price of APOA is .0050 on the conversion date, and the price of APOA is .0010 You still break even if you bought JPHC at .0010 because the conversion ratio would be 1 for 1, thus you recieve the same amount of shares in APOA as you now hold in JPHC. This is the best deal I have ever seen!
-------------------- Choosing individual stocks without any idea of what you're looking for (or without reliable information) is like running through a dynamite factory with a burning match. You may live, but your still an idiot. Posts: 5320 | From: Syracuse, NY | Registered: Apr 2005
| IP: Logged |
posted
Jmoove, doesn't it also stand to reason that if the price of APOA stock goes up the 20 consecutive buisness days before the consumation of the merger, our JPHC shares would have less value? I would think that if this were the case, the value of JPHC should increase accordingly.
-------------------- If ignorance is bliss, why aren't more people happy? Posts: 2647 | From: MN | Registered: Feb 2006
| IP: Logged |
posted
This was posted on another board: She says the shares are restricted! Anyone KNOW different?
bohogirl Super Member
Join Date: Mar 2006 Location: N. CA Posts: 144 | Points: (Donate)
The Scoop I just got off the phone with Loyola Financial, which handles JPHC.
It will be a share exhange (new comp for JPHC) and the shares will be restricted unless JPHC lawyer files something that claims exemption (he told me the form, i think it's 1-40, but I forgot already If the shares are restricted, which they will most likely be, it will be for one year; after one year there will be a limit to how much you can sell, and after two years they will be completely unrestricted.
Hope that helps a bit... now I need to decide what to do with my holdings - for all I know, I might be dead in a year
She says the shares are restricted! Anyone KNOW different?
Posts: 942 | From: Wisconsin | Registered: Jan 2006
| IP: Logged |
posted
I posted this over at RB, what a bunch of idiots:
First of all they have to say "restricted common stock" in the 8-K if they intend to issue restricted shares otherwise they open themselves up to liability under Sec. 11 of the Sec. Act of 1933. Secondly, this is an adjustable conversion price. Meaning that the valuation of .0050 stays the same, the ratio of shares changes. Meaning that if the avg price of APOA is .0050 on the date of exchange then we get 1 share of APOA for every 1 share of JPHC. Call the company they will tell you the same thing. In lawschool I took multiple securities law courses, that IS how it works and if they do anything different then they open themselves up for liability.
Additionally, the "exemption" bohogirl is referring to is an exemption under 4a of the 1933 act which allows companies to conduct private offering of restricted shares and they do not need to file a registration statement for these securities. However, to my knowledge in the 8-k APOA would have to disclose thier intent to make the exchanged shares restricted. This all means that the key paragraph is in Section 1.08 of the 8-K:"The Issuable Shares will not be registered under the Securities Act, or the securities laws of any state, and absent an exemption from registration contained in such laws, cannot be transferred, hypothecated, sold or otherwise disposed of until; (i) a registration statement with respect to such securities is declared effective under the Securities Act, or (ii) PARENT receives an opinion of counsel for PARENT that an exemption from the registration requirements of the Securities Act is available." What this means is that they intend either to register the shares or find an exemption to allow these to be free trading.
Though this is not legal counsel to any of you, to the best of my knowledge that is what is going down.
-------------------- Choosing individual stocks without any idea of what you're looking for (or without reliable information) is like running through a dynamite factory with a burning match. You may live, but your still an idiot. Posts: 5320 | From: Syracuse, NY | Registered: Apr 2005
| IP: Logged |
posted
The shares are restricted. Here's the part of the 8-K that answers that question:
"SECTION 1.08 RESTRICTIONS ON RESALE
The Issuable Shares will not be registered under the Securities Act, or the securities laws of any state, and absent an exemption from registration contained in such laws, cannot be transferred, hypothecated, sold or otherwise disposed of until; (i) a registration statement with respect to such securities is declared effective under the Securities Act, or (ii) PARENT receives an opinion of counsel for PARENT that an exemption from the registration requirements of the Securities Act is available.
The certificates representing the number of Issuable Shares into which the TARGET Common Stock shall have been converted pursuant to this Agreement shall contain legends substantially as follows:
“THE SECURITIES WHICH ARE REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNTIL A REGISTRATION STATEMENT WITH RESPECT THERETO IS DECLARED EFFECTIVE UNDER SUCH ACT, OR THE COMPANY RECEIVES AN OPINION OF COUNSEL FOR THE COMPANY THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT IS AVAILABLE.”
That describes restricted securities. You will get a certificate that can be converted into x amount of common shares after the company removes the restriction. If these are standard Rule 144 shares, you can possibly get them unrestricted after one year but they won't become truly free trading for two years, again that's IF they're Rule 144 securities. Here's a link to the stipulations of Rule 144 shares:
Topic Closed
UBBFriend: Email this page to someone!
Printer-friendly view of this topic
![[Smile]](smile.gif)
