posted
"In connection with the Securities Purchase Agreement, the Company issued a warrant to Cornell Capital for 100,000,000 shares of the Company's Common Stock. The warrant has an exercise price equal to $0.01, which may be adjusted under the terms of the warrant, and has a term of five years from the date of issuance on August 21, 2006. The Company also entered into an Investor Registration Rights Agreement with the Cornell Capital pursuant to which the Company is obligated to file a registration statement covering the resale of shares of Common Stock issuable upon the conversion of the Debenture."
Posts: 2063 | From: Europe | Registered: Feb 2006
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posted
Can anyone please explain why the Bid is 999999 and the ask is 99999? Thank you in advance
Posts: 42 | From: north carolina | Registered: Oct 2005
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posted
What is the purpose of this Bid/Ask formation by one Group? besides keeping the volume low.
Posts: 42 | From: north carolina | Registered: Oct 2005
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posted
It means one MM is buying and selling everything no matter what the size.
On another note, this is very impressive:
"C. Thomas McMillen, Homeland Security Capital chairman and CEO, said, 'Bill has a strong background in the security solutions industry. A veteran industry leader, LaPointe grew Andover Controls from nine employees and less than $1 million in annual revenue to more than 650 employees and revenues of $170 million through a combination of organic growth and successfully integrated acquisitions. We believe he will be a valuable addition to the Security Holding Corp. Board of Directors."
Posts: 1254 | Registered: Aug 2005
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posted
This guy alone sounds like a one man army. I am now trying to find any extra money that I have to throw at this one for the long haul.
Posts: 1254 | Registered: Aug 2005
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posted
Okay, hear me out on this one but I have a theory as to what is going on with ARCA and why they have suddenly decided to step in over the the past few days to buy and sell all HMSC shares.
My theory is that we are seeing the purchase of $4 million in stock by Cornell at this price. ARCA is acquiring any selling here and then turning around and acquiring the shares. ARCA is locking everything in here at this level to keep the price stable until the additional $4 million has been acquired. For however long that takes, I think we are seeing the open market purchase of shares! I am willing to bet this is our all time bottom from here on out. Meaning, if you thought about getting in on the action, now might be a good time as we are going to take off soon................real soon!
Posts: 1254 | Registered: Aug 2005
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Entry into a Material Definitive Agreement, Other Events, Financia
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT. On August 21, 2006, the Company entered into a Series A Convertible Preferred Stock Purchase Agreement (the "Purchase Agreement") with Security Holding Corp. ("Security"). On August 22, 2006, pursuant to the Purchase Agreement, the Company purchased 3,000,000 shares of Security Series A Convertible Preferred Stock (the "Preferred Shares") for an aggregate purchase price of $3,000,000 (the "Offering"). The Company also committed to purchase an additional 2,000,000 Preferred Shares, in one or more transactions, at a purchase price of $1.00 per share at any time prior to August 21, 2008.
Each Preferred Share will accrue dividends cumulatively at the rate of eight percent (8%) per annum and is convertible into one (1) share of the Security common stock at any time by the Company, subject to adjustment for stock dividends, stock splits, and similar events. Each Preferred Share will be entitled to one vote as if converted into Security common stock. The holders of the outstanding Preferred Shares, as a class, so long as they maintain voting control of Security, will have the right to designate a majority of the board of directors of Security. Each Preferred Share will have a liquidation preference of $1.00 per share plus any accrued and unpaid dividends.
Immediately following the Merger (described below) and the Offering, the Company will control 61.2% of the voting power of Security.
The foregoing description of the Purchase Agreement is qualified in its entirety by reference to the actual terms of the Purchase Agreement, a copy of which is attached hereto as Exhibit 10.2 and is incorporated by reference herein in its entirety. See also the description of the Agreement and Plan of Merger set forth below.
ITEM 2.01. COMPLETION OF ACQUISITION.
On August 22, 2006, Security, a subsidiary of the Company, completed its acquisition of Security Holding Enterprises, Inc., a Wisconsin corporation ("SHEI"), pursuant to the terms of an Agreement and Plan of Merger (the "Agreement"), dated August 21, 2006, by and among Security, SHEI and certain other persons named therein (the "Sellers").
Pursuant to the Merger Agreement, SHEI merged with and into Security (the "Merger") with Security surviving the Merger. The Sellers will initially receive an aggregate of 2,500,000 shares of Security common stock in exchange for all of the issued and outstanding SHEI common stock. Of these shares, 600,000 are subject to the satisfaction of performance provisions before such shares will be released to the Sellers. In addition, in the future, the Sellers may receive up to an aggregate 2,500,000 shares of Security common stock if certain performance criteria are achieved by Security. The Sellers and certain employees may also individually receive up to 10,000,000 shares in the aggregate of Security common stock pursuant to restricted stock agreements. Receipt of this restricted stock is subject to the satisfaction of certain vesting requirements and performance provisions.
The Agreement contains representations and warranties the parties made to each other as of specific dates. The assertions embodied in those representations and warranties were made solely for purposes of the contract between the parties to the Agreement and may be subject to important qualifications and limitations agreed by the parties in connection with negotiating its terms. Moreover, certain representations and warranties may not be accurate or complete as of any specified date because they are subject to a contractual standard of materiality different from those generally applicable to shareholders or were used for the purpose of allocating risk between the parties rather than establishing matters as facts. For the foregoing reasons, you should not rely on the representations and warranties as statements of factual information.
The foregoing description of the Agreement is qualified in its entirety by reference to the actual terms of the Agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated by reference herein in its entirety.
ITEM 8.01. OTHER EVENTS. On August 23, 2006, the Company issued a press release attached to this Current Report on Form 8-K as Exhibit 99.1 which relates to the Merger and is hereby incorporated by reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS (a) Financial Statements of Businesses Acquired.
The financial statements required by this item are not being filed herewith. To the extent information is required by this item, they will be filed with the Commission by amendment as soon as practicable, but no later than 71 days after the date on which this Current Report on Form 8-K is required to be filed.
(b) Pro Forma Financial Information
The pro forma financial information required by this item is not being filed herewith. To the extent information is required by this item, such information will be filed with the Commission by amendment as soon as practicable, but no later than 71 days after the date on which this Current Report on Form 8-K is required to be filed.
(c) Exhibits:
10.1 Agreement and Plan of Merger, dated August 21, 2006, by and among Security Holding Corp., Security Holding Enterprises, Inc. and certain other persons named therein.
10.2 Series A Convertible Preferred Purchase Agreement, dated August 21, 2006, among Homeland Security Capital Corporation and Security Holding Corp.
99.1 Press Release, dated August 23, 2006, announcing the acquisition of Security Holding Enterprises, Inc.
posted
Can someone explain the previous post? What does all this mean if you were to read between the lines. Thanks
Posts: 60 | Registered: Dec 2005
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posted
"the Company purchased 3,000,000 shares of Security Series A Convertible Preferred Stock (the "Preferred Shares") for an aggregate purchase price of $3,000,000 (the "Offering"). The Company also committed to purchase an additional 2,000,000 Preferred Shares, in one or more transactions, at a purchase price of $1.00 per share at any time prior to August 21, 2008."
That appears to be saying that HMSC purchased 3M Series A shares of Security Holding Corp for $3M, and will purchase 2M more for the same price $1 by 8/21/08.
"Each Preferred Share will accrue dividends cumulatively at the rate of eight percent (8%) per annum and is convertible into one (1) share of the Security common stock at any time by the Company, subject to adjustment for stock dividends, stock splits, and similar events."
I have no idea who will get the 8% dividend, maybe HMSC ? The Series A share can be converted to common at anytime on a 1 to 1 ratio. If the stock splits, has dividends or anthing else effecting the share structure of the company these preferred shares will adjusted to keep them at an equal value after any such action.
"Each Preferred Share will be entitled to one vote as if converted into Security common stock. The holders of the outstanding Preferred Shares, as a class, so long as they maintain voting control of Security, will have the right to designate a majority of the board of directors of Security. Each Preferred Share will have a liquidation preference of $1.00 per share plus any accrued and unpaid dividends."
I believe this means HMSC will control Security Holding Corp, by putting their people on the Board of Directors.
"Immediately following the Merger (described below) and the Offering, the Company will control 61.2% of the voting power of Security."
Self explanatory.
The later part was a PR or 8K announcing the acquisition.
So, it appears to my simple laymans mind that HMSC paid $3M for Security Holding Corp., and will cough up another $2M before 8/21/08, $5M total. The obvious question is where did the $3M come from, and where will the other $2M come from. I'll lok at their last 10Q, but I have a STRONG feeling they don't have that kind of cash laying around. So, I would assume it will either be paid for with long term debt, or off the back of investors with dilution.
I have no idea if my synopsis is accurate, but English should be English. There is probably a 200 page purchase agreement with all kinds of gegaws and dodads attached and burried in it.
-------------------- A million seconds is 13 days. A billion seconds is 31 years. Posts: 4893 | From: Burbank IL USA | Registered: Feb 2004
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posted
Will...Cornell maybe? The real question is, when will this take off? Can I have some other investors opinions. I believe within the next month...On friday (when my broke a*s gets paid I will be looking at this one for a long term hold....Does anyone see anything I may be missing? Please inform....tia
Posts: 122 | Registered: Aug 2005
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posted
DEL MAR, CA--(MARKET WIRE)--Aug 30, 2006 -- Colonel Jeffrey A. Powers, CEO of Homeland Security Group International (Other OTC:HMSG.PK - News), announced today that the company's participation in Strong Angel III Integrated Disaster Response Demonstration was an overwhelming success. HMSG participated in Strong Angel III from August 21-25 in San Diego, California as participants in the "Shadowlite" portion of the exercise providing logistical support to the demonstration. The company also utilized its technological partners to gather data during numerous sorties for analysis by the core group of the demonstration.
Source: Homeland Security Group International
(click to enlarge)
"We are extremely pleased by the performance of our team during this demonstration," commented Colonel Powers. "We challenged ourselves with being able to quickly set up and sustain operations from a mobile command post in a simulated disaster situation. We were able to provide support to the core group including satellite Internet connectivity, satellite telephonic communications, shelter, electricity, food, sanitation, security, Internet security, wireless video teleconferencing and interoperable radio communications. In each of our experiments we were completely satisfied with the results we obtained and in many cases we were able to exceed our expectations of the results," concluded Powers.
During the week long exercise, HMSG demonstrated the ability to integrate multiple communication and cyber security solutions to representatives from the Department of Defense, Congressional Representatives, Law Enforcement, Federal Emergency Management Agencies and local and national television and print media. HMSG drew from their nationwide joint venture partnerships and strategic alliances with companies including Base-X, FED-COMM USA, MobID, Redflex, Koolspan, Camlite, Guardian Solutions, Innerwall, Lociva, Intech, VOOP, Nexicon, and SmartCuff,
"For this demonstration Base-X tents of Fairfield, Virginia provided us with outstanding support by establishing our command post in their largest dome style tent connected to a smaller command tent. Power, lights and air conditioning were supplied by a Base-X generator trailer and Base-X assigned two local personnel to assist for the duration of the demonstration," commented HMSG Chief Operating Officer, Mark Wilson. "Inside these tents our partner companies worked in concert to provide secure data and communication along with satellite connectivity for various evolutions and experiments by the Shadowlite Group's 'Synergy Strike-force' while also providing data for analysis by the Strong Angel core group. I am pleased to announce that during the week our group solidified their common business goals and committed to a unified plan for future business development. We arrived at Strong Angel as a diverse group of companies connected by joint venture and teaming agreements. We emerged from this demonstration as a unified technological incident response team. We couldn't be more pleased with the results of this evolution and want to thank the Strong Angel group for allowing us to participate in the demonstration and affording us this opportunity to display our abilities," concluded Wilson.
ABOUT STRONG ANGEL III
Strong Angel III was the third in a series of demonstrations that have taken place since 2000. The first two Strong Angel demonstrations were held in 2000 and 2004 in Hawaii associated with the joint Naval exercises called RIMPAC. The primary goals of Strong Angel III are to field-test and demonstrate effective means of delivering life-saving humanitarian relief in the wake of natural and man-made disasters, to foster close collaboration and communications between aid agencies, governments and military in providing disaster relief, to provide local communities with solutions that will help them cope with disasters more immediately and effectively, and to enable military forces to better prepare for and execute humanitarian relief efforts. Strong Angel III will issue a lessons-learned document on its website as soon as possible after conclusion of the demonstration. For more information on Strong Angel III and a listing of participating public- and private-sector organizations, please visit www.strongangel3.net.
-------------------- Bigfoot, I want to believe Posts: 413 | From: USAF | Registered: Jun 2005
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posted
I think they just secured $4 mil from Cornell, so that may be where the cash for the initial payment on the aquisition is coming from. Not to say that they won't dilute further, can't predict that.
-------------------- Up Up and Away! Posts: 225 | From: Minneapolis | Registered: Jan 2006
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posted
"The Company also committed to purchase an additional 2,000,000 Preferred Shares, in one or more transactions, at a purchase price of $1.00 per share at any time prior to August 21, 2008."
Posts: 1254 | Registered: Aug 2005
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posted
ARCA is back on HMSC sending us up again. There is an acquisition of shares going on that is why they are controlling everything all day long. This will make other MM's frustrated so they will have to jump above ARCA who will only raise it up again.
Posts: 1254 | Registered: Aug 2005
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posted
Look at all the buys coming in for this and price has not moved all morning.... Looks like something is getting ready to happen here....I hope
Posts: 1986 | From: Florida | Registered: Mar 2006
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posted
Now even for the day and 8 and 1/2 mill shares traded ..MMs are doing something fishey i think
Posts: 1986 | From: Florida | Registered: Mar 2006
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posted
I told you! Arca is acquiring shares and will not allow anyone in on the deal other than to sell shares to them. What we are seeing is MM's forcing to jump over their bid in order of trying to gain shares. ARCA is slowing driving us up.
Posts: 1254 | Registered: Aug 2005
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posted
ARCA is forcing naked shorters such as Nite to have to up their stakes.
↑ 0.0018 5000 Close Knight Equity Markets, L.P.
Food for thought if this doesn't get you and everyone else on board right away. With Cornell buying $4 million worth of shares in the open market (ARCA) that comes out to 2.3 billion shares being taken off of the market!!!! Do the math!!! 2.3 billion in float is about to be removed. So tell me where this stock is heading when McMillen owns the other 2 billion in shares??? That is right........the float will be gone!
Posts: 1254 | Registered: Aug 2005
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posted
coulda done 18 as the close today but i think alot of people will get on this and a run is bound to happen when it starts gaining more ground
Posts: 565 | From: War Eagle | Registered: Jun 2005
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Homeland Security Capital Corporation Subsidiary Security Holding Corp. Acquires Compass Technologies Tuesday September 5, 9:29 am ET
ARLINGTON, Va., Sept. 5 /PRNewswire-FirstCall/ -- Homeland Security Capital Corp. (OTC Bulletin Board: HMSC - News), announced today that its majority- owned subsidiary Security Holding Corp. has acquired Compass Technologies, Inc., a provider of access control and security management systems. ADVERTISEMENT
Based in Exton, Pa., Compass is expected to generate more than $2 million in revenue in 2006.
Joel Konicek, CEO of Security Holding Corp., said, "Compass is a leader in the design and manufacturing of access control systems, especially as it relates to the educational market including K-12 and university. We believe this acquisition will enable us to be on the cutting edge of electronic security by integrating our RFID and digital video capabilities with Compass' access control technology."
Jerry Cordasco, president of Compass Technologies, said, "We are delighted to begin operating under the Security Holding Corp. and Homeland Security umbrella. After a substantial R&D investment in our products over the past few years, we believe we are now ready to capitalize on the market growth in this area. Our relationship with the other technology companies within Security Holding Corp. and HSSC will further enhance our ability to provide complete solutions to all of our customers."
C. Thomas McMillen, chairman and CEO of Homeland Security Capital Corp., said, "We are delighted to add another high growth technology company to our increasing portfolio of homeland security-related companies With the acquisition of Compass, our annualized revenue run rate is approximately $18 million."
In a related matter, McMillen said Homeland Security Capital Corp.'s subsidiary Nexus Technologies Group, has terminated it negotiations to acquire Viscom Systems, Inc. a security integrator based in Cambridge, Mass. McMillen said the parties were unable to agree on terms.
About Security Holding Corp.
Security Holding Corp. has four operating subsidiaries:
Compass Technologies, the company's latest acquisition, designs, manufactures and supports forward-thinking access control and security management systems designed to control and integrate multiple disciplines of electronic security, environmental and operational systems for virtually any size facility. The company currently has approximately 135 active software installations in state and federal governments and institutions of higher learning. For more information, visit http://www.compasstec.com.
SecurityInc, LLC is a Milwaukee-based company that includes a management and engineering team with more than 100 years of combined experience in the RFID, security and access control industries. For more information, visit http://www.securityinc.com.
AAID is a manufacturer and master distributor of RFID-enabled solutions for residential, commercial and government sectors. For more information, visit http://www.autoaccessid.com.
Cyberlynk is a provider of redundant server applications, IT and router support infrastructure, FTP site hosting and spam and virus removal services. For more information, visit http://www.cyberlynk.net.
About Homeland Security Capital Corporation
Homeland Security Capital is a consolidator in the fragmented homeland security industry. The company is focused on creating long-term value by taking controlling interest and developing its subsidiary companies through superior operations and management. The company is headed by former Congressman C. Thomas McMillen, who served three consecutive terms in the U.S. House of Representatives from the 4th Congressional District of Maryland. Homeland Security Capital intends to operate businesses that provide homeland security products and services solutions, growing organically and by acquisitions. The company is targeting emerging companies that are generating revenues but face challenges in scaling their businesses to capitalize on homeland security opportunities. The company will enhance the operations of these companies by helping them generate new business, grow revenues and improve cash flows. For more information, visit http://www.hscapcorp.com.
For investor relations information regarding Homeland Security Capital, contact Frank Hawkins or Julie Marshall, Hawk Associates, at (305) 451-1888, e-mail: info*hawkassociates.com. An online investor kit including press releases, current price quotes, stock charts and other valuable information for investors may be found at http://www.hawkassociates.com and http://www.americanmicrocaps.com.
Company Contact: Homeland Security Capital Corp. C. Thomas McMillen (703) 528-7073 tmcmillen*hscapcorp.com
Investor Relations: Hawk Associates, Inc. Frank N. Hawkins, Jr. or Julie Marshall Phone: (305) 451-1888 E-mail: info*hawkassociates.com
Forward-looking statement: This release includes certain statements that may be deemed to be "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. All statements in this release, other than statements of historical facts, that address future activities, performance, events or developments, are forward-looking statements. Although Homeland Security Capital Corp. believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance, and actual results or developments may differ materially from those in the forward-looking statements.
-------------------------------------------------------------------------------- Source: Homeland Security Capital Corp.
-------------------- Up Up and Away! Posts: 225 | From: Minneapolis | Registered: Jan 2006
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