SEVI apparently acquires DLGI in Reverse Triangular Merger
It now appears that SEVI and DLGI have decided to merge in a reverse triangular merger with SEVI acquiring DLGI as a wholly owned subsidiary. This merger approach is tax-free if certain conditions are met, and hence provides advantages over a direct acquisition. Here’s what we know:
Here are descriptions of Reverse Triangular Mergers from two sites:
1) “In a reverse triangular merger, a subsidiary ("Sub") of the acquiring corporation ("Acquiring") merges into the target corporation ("Target"). Acquiring's Sub stock is converted into Target stock and the former Target shareholders receive the merger consideration in exchange for their Target stock. This form of acquisition is often desirable for regulatory or contractual reasons when it is important that no transfer of Target assets take place.” http://www.pmstax.com/acqbasic/a2Erg.shtml
2) In a reverse triangular merger, the merger proceeds in the same manner as a triangular merger except the subsidiary is merged into the target corporation. The outstanding shares of stock of the subsidiary, all of which are owned by the acquiring corporation, are converted into shares of stock of the target corporation. The shares of stock of the target corporation are converted into securities of the acquiring corporation. The advantage of this merger is that the target corporation will become a wholly-owned subsidiary of the acquiring corporation without any change in its corporate existence. http://www.securitieslawinstitute.com/m&a.html
Summary of ownership: -SEVI owns DLGI, David Walters is CEO, Rhodes continues as a Director -Duration IT division of SEVI is integrated into DLGI -DataLogic International, Inc. (DLGI) continues as wholly owned subsidiary of SEVI with major offices in California and Texas, Keith Moore as President -Next-Hire Consultants, Inc. continues as a wholly owned subsidiary of SEVI, Bob Johnson as President
ALSO: -Monarch Bay Capital Group, run by Walters, % ownership in SEVI?? -Monarch Staffing, Inc. (MSTF), half owned by Walters and half by Moore, Walters is Chairman, President, and CFO, Moore is a Director -Drug Consultants, Inc., a wholly owned subsidiary of MSTF, Walters is CEO -Bounce Mobile Systems (BNCM), owned by Monarch Bay Capital Group, Walters is Chairman and CEO -Remote Dynamics (REDI), a wholly-owned subsidiary of BNCM, Walters is Chairman and Moore is a Director -Service Advantage, Inc., Moore is a Director and Exec. VP
Datalogic, Monarch Staffing, Remote Dynamics, Service Advantage, David Walters, and Keith Moore all have the same address: 30950 RANCHO VIEJO RD. #120 SAN JUAN CAPISTRANO, CA 92675
Speculation: if Monarch Staffing was also integrated into SEVI/DLGI, the resulting consulting company would have revenues of about $30 million.
Additional Research--Development of a national consulting company
It appears that Monarch Bay Capital Group is building a national consulting company. They are taking existing companies with great promise and integrating the IT consulting and personnel staffing components. The corporate headquarters for all these companies are located in the same office in San Juan Capistrano, CA, (just down the road from Monarch Bay, between Los Angeles and San Diego) and I suspect they are functioning under the same leadership. David Walters and Keith Moore are rapidly building this group of integrated companies as you can see below:
David Allen Walters is the managing director of Monarch Bay Capital Group and is the new CEO of SEVI. His partner Keith Moore is the CEO of Datalogic International.
Datalogic International, Inc (DLGI) -Now a wholly owned subsidiary of SEVI -Keith Moore is CEO -Acquired Datalogic Consulting, Inc. of Houston, TX, in 1999 (shell company was called TopClick International, formerly Galveston Oil & Gas, Inc., at the time it acquired Datalogic.) -Changed their name to DataLogic International in 2001. -From 2003-05, DataLogic acquired IPN, ISS, CBSi, and BluBat. -On 6/06, sold off the BounceGPS trademark to Monarch Bay Capital Group http://www.dlgi.com http://www.datalogicconsulting.com
Monarch Bay Capital Group, LLC -Walters is Managing Member -Owns 95.8% of Bounce Mobile Systems -Owns 42% of Monarch Staffing, Inc.
Bounce Mobile Systems, Inc. (BNCM) -Walters is Chairman and CEO -Owns 94.4% of Remote Dynamics
Monarch Staffing, Inc. (MSTF) -Walters is Chairman, President, & CFO -Walters served as CEO until 9/06 when they hired Joel Williams as CEO -Moore is a director -Acquired MT Ultimate Healthcare Corp (MTHC) (11/2005) -Acquired iTechexpress, Inc. (11/2005) -Moore served as Chairman and CEO of iTechexpress from 4/99-1/05 -Walters seved as Chairman and CEO of iTechexpress from 1/05-11/05 -iTechexpress had acquired Drug Consultants, Inc. -Walters is CEO of Drug Consultants -the resulting company became Monarch Staffing on 3/2006 Monarch Staffing, Inc. provides medical and technical staffing services to commercial and government sector customers in the United States. The company, through its wholly owned subsidiary Drug Consultants, Inc., offers medical staffing services. It furnishes personnel to perform a range of pharmacy technician, nursing, and other health care services in support of the operations of government and commercial facilities. Monarch Staffing is headquartered in Irvine, California. Revenue of 7.3 million Quarterly revenue growth of 4231% http://www.monarchstaffinginc.com http://www.drugconsultantsinc.com
MEL Enterprises, Ltd. -Moore is Managing Member -Owns 42% of Monarch Staffing
Monarch Staffing, Inc. provides medical and technical staffing through "Drug Consultants, Inc." (DCI) Datalogic International, Inc. provides medical and technical staffing through "Datalogic Consulting, Inc. (DCI)
The address for David Allen Walters is: 30950 RANCHO VIEJO RD. #120 SAN JUAN CAPISTRANO, CA 92675 -Same address as Monarch Staffing, Inc. and Drug Consultants, Inc. -Same address as DataLogic International, Inc. and DataLogic Consulting, Inc. -Same address as Remote Dynamics, Inc. -Same address as Service Advantage International, Inc.
Some information on the financers of SEVI and Datalogic:
Midtown Partners & Co., LLC, served as the sole placement agent for a private placement of 20 million shares of Datalogic last summer. Midtown Partners is also associated with SEVI. Richard H. Kreger, Senior VP, investment banking at Midtown Partners is listed under SEVI's "Company Professionals". Interestingly, there is an Alexander Kreger on the Board of Directors for Datalogic (appointed 10/31/06). Alex Kreger and Richard Kreger are co-listed on a merger deal from last summer involving Jordan 1 Holdings Co. (Gasel Transportation) and Freundlich Supply Co. to produce Precision Aerospace Components (PAOS.PK). Their other partners in the deal included Chris Phillips, BGRS 2005, and Aimee Brooks. PAOS is essentially a trucking company for aerospace parts. Alex Kreger is Chairman of the Board of PAOS and is President of Kreger Trucking Renting Co., Inc. He is director or officer of several leading truck rental and leasing trade associations, including the Truck Leasing and Renting Assoc, the American Truck and Leasing Assoc, and the New York Car and Truck Leasing Assoc. Alex Kreger is also on the Board of Datalogic. Likewise, David Walters also serves on the Board of Precision Aerospace.
David Walters, age 43, has served as Executive Vice President and Director of Monarch Staffing, Inc, since November 4, 2005. Since January 2005, he has served as Chairman and CEO of iTechexpress, Inc. ("iTech"), which since Exchange has been wholly owned by the Monarch Staffing. Since November 7, 2005, he has served as Chief Executive Officer of Drug Consultants, Inc., which has been a wholly owned subsidiary of iTech, since November 2005. Since February 2000, he has served as a managing member of Monarch Bay Capital Group, LLC. From October 1992 through July 2000, he served as executive vice president and managing director in charge of Capital Markets for Roth Capital (formerly Cruttenden Roth, "Roth"). As an equity partner and a key senior management member, he was instrumental in building the company's revenues from $7 million to $65 million. He managed the capital markets group and led over 100 financings (public and private), raising over $2 billion in growth capital. Mr. Walters sat on Roth's Board of Directors from 1994 through 2000. Previously, Mr. Walters has served as a vice president for both Drexel Burnham Lambert and Donaldson Lufkin and Jenrette in Los Angeles, and has run a private equity investment fund. Mr. Walters maintains an extensive network of specialists in research, syndication of transactions, trading and market-making for small capitalization companies. Mr. Walters has extensive experience in investment management, corporate growth development strategies and capital markets. Mr. Walters earned a B.S. in Bioengineering from the University of California, San Diego in 1985.
Keith Moore, CEO of DLGI (previous president of Activision, Inc.)
Keith Moore, age 44, has served as Chairman and Chief Executive Officer of DataLogic International, Inc. since January 2005, a position which he currently holds. Mr. Moore has served in various executive capacities for small and large companies and has extensive experience in growing and financing technology and service companies. From April 1999 to January 2005, Mr. Moore served as Chairman and Chief Executive Officer of iTech, now a subsidiary of Monarch Staffing. From 1991 till 1996, Mr. Moore served as president, Chief Operating Officer, Chief Financial Officer, and director of Activision, Inc. (NASDAQ: ATVI). Mr. Moore is a founder of International Consumer Technologies and was vice president, Chief Financial Officer and director since its inception in July 1986 until its amalgamation into Activision in December 1994. Mr. Moore was the founder of several other startups including iTechexpress, Inc., NetWorx New Media, Inc., Service Advantage International, Inc. and The Web Connect Company. He has also served as a Director of Monarch Staffing since November 4, 2004, and has held various leadership positions with iTechexpress, POPcast, and Cinemaware. Collectively, for these organizations, Mr. Moore was instrumental in raising capital in excess of $100 million and growing revenues in excess of $600 million. Mr. Moore received his Bachelors degree in Finance from Eastern Michigan University in 1982 and his Masters degree from Eastern Michigan University in Finance in 1984.