astn report is out
some pieces of it.
Jameson deal is still floorless convertible. They state they must meet certain minimums in order to get the funds still. They did not state that the minimums had been changed. Can astn even access these funds? Doesn't seem so as per this report.
ITEM 3. LEGAL PROCEEDINGS
The former President and Chief Operating Officer of eMC, filed an arbitration claim against Ashton claiming improper failure and refusal of Ashton, upon termination of his employment with eMC, to pay him severance and other amounts and benefits due under an agreement with him dated April 18, 2000. He seeks severance pay, other amounts and benefits, other damages and all costs and expenses incurred in connection with the claim.
On June 11, 2001, Ashton filed its response requesting the arbitration be dismissed against Ashton with prejudice or that Ashton be removed as a respondent to the matter. Ashton believes the claim has no merit and intends to defend it vigorously. We cannot predict the outcome of the arbitration, nor can we reasonably estimate a range of possible loss given the current status of the matter.
not too many shareholders here
As of March 31, 2001, there were approximately 329 holders of record of common stock, and approximately 90 holders of record of warrants
Was this for stock promotion? Right after CCE promotion notes.
We recorded non-cash compensation charges of $66,161 and $258,327 in the years ended March 31, 2000 and 1999, respectively, related to the issuance of stock options to non-employee consultants and professional advisors.
We incurred a net loss from continuing operations totaling $15.2 million, or $0.59 per share, for the year ended March 31, 2001, compared to $6.2 million, or $0.32 per share, last year. The increase is primarily a result of a $5.6 million gain recorded last year due to the change in accounting for our Gomez investment to the equity method, and a $2.6 million gain on the redemption of part of our Gomez series A preferred stock.
The loss from operations for the year ended March 31, 2001 decreased 3.5% to $14.7 million from $15.2 million last year. The loss from operations last year is comprised of $9.8 million from the intelligent matching systems business and $5.4 million from Gomez's results of operations; the loss from operations in the year ended March 31, 2001 was generated entirely by the intelligent matching systems business. Gomez's results of operations are included in our consolidated financial statements only through December 31, 1999, when we began accounting for our Gomez investment using the equity method. Excluding Gomez, our loss from operations increased approximately $5.1 million, or 50% from last year, due to increases in losses from trading activities, depreciation, and selling, general and administrative expenses, as further discussed below.
Revenues totaled $225,068 for the year ended March 31, 2001, and $3.9 million for the year ended March 31, 2000. The current year revenues were generated entirely by our intelligent matching systems business through the operation of eVWAP and securities commissions on trades executed through Croix. In the year ended March 31, 2000, we earned $32,135 from the operation of eVWAP, and Gomez generated the balance of the revenues. The increase in intelligent matching system revenues this year is a result of the increase in the number of shares traded through our system.
Following the sale of shares of our common stock by certain selling stockholders in May 2001 pursuant to an effective registration statement, we became aware that the financial statements included in the registration
statement did not satisfy the requirements of Regulation S-X. Because the registration statement incorporated by reference our Annual Report on Form 10- K for the year ended March 31, 2000, rather than for the year ended March 31, 2001, as it should have, the registration statement did not meet the applicable form requirements of a registration statement on Form S-2. Thus, claims may be made that the prospectus did not meet the requirements of, and that the sale of the shares was not properly registered pursuant to the Securities Act of 1933. If such claims are upheld, then the sale of the shares of common stock by these selling stockholders may have constituted a violation of the Securities Act of 1933. In this case, the purchasers of the common stock from the selling stockholders could have the right, for a period of one year from the dates of their respective purchases, to recover (i) the purchase price paid for their shares, plus interest, upon tender of their shares to us or (ii) their losses measured by the difference (plus interest) between their respective purchase prices and either the value of their shares at the time they sue us or, if they have sold their shares at a loss, the sale price of their shares. Alternatively, the purchasers of the common stock could have a right to seek redress from the selling stockholders, in which case we may have third party liability to the selling stockholders. We believe that these refunds or damages could total up to approximately $2.1 million, plus interest, in the event the purchasers of the shares suffer a total loss of their investment during this period and seek refunds or damages. If such liability were to occur, there is no guarantee that we would be reimbursed by our insurance carrier, and our business, results of operations and financial condition could suffer.
new jameson deal is...
not too hot, or different at all.
Following the sale of shares of our common stock by certain selling stockholders in May 2001 pursuant to an effective registration statement, we became aware that the financial statements included in the registration
statement did not satisfy the requirements of Regulation S-X. Because the registration statement incorporated by reference our Annual Report on Form 10- K for the year ended March 31, 2000, rather than for the year ended March 31, 2001, as it should have, the registration statement did not meet the applicable form requirements of a registration statement on Form S-2. Thus, claims may be made that the prospectus did not meet the requirements of, and that the sale of the shares was not properly registered pursuant to the Securities Act of 1933. If such claims are upheld, then the sale of the shares of common stock by these selling stockholders may have constituted a violation of the Securities Act of 1933. In this case, the purchasers of the common stock from the selling stockholders could have the right, for a period of one year from the dates of their respective purchases, to recover (i) the purchase price paid for their shares, plus interest, upon tender of their shares to us or (ii) their losses measured by the difference (plus interest) between their respective purchase prices and either the value of their shares at the time they sue us or, if they have sold their shares at a loss, the sale price of their shares. Alternatively, the purchasers of the common stock could have a right to seek redress from the selling stockholders, in which case we may have third party liability to the selling stockholders. We believe that these refunds or damages could total up to approximately $2.1 million, plus interest, in the event the purchasers of the shares suffer a total loss of their investment during this period and seek refunds or damages. If such liability were to occur, there is no guarantee that we would be reimbursed by our insurance carrier, and our business, results of operations and financial condition could suffer.
not too good. An sec violation.
eps - .79
6M in cash as of march 31.
TK is in atg canada.
On December 20, 1999, we funded Ashton Canada with $333,400 in cash for equity in the class A common shares, and agreed to provide an additional $666,600 as and when required, by way of either equity or debt. As of March 30, 2001, we have funded our $1,000,000 commitment in full to Ashton Canada. We own 51% of the voting equity of Ashton Canada. In connection with the agreement to form Ashton Canada, we issued a series K warrant to purchase 500,000 shares of our common stock at an exercise price of $2.50 per share to TK Holdings, Inc. The warrants are exercisable for a period of two years beginning on June 4, 2000. On December 20, 2000, the series K warrant began vesting in quarterly installments of 125,000 shares, and will vest in full on September 30, 2001. During the year ended March 31, 2001, we recorded a dividend of $1,024,900 upon vesting of 250,000 of the series K warrants. The remaining series K warrants will be recorded as dividends when they vest during the fiscal year ending March 31, 2002
Related Party Transaction
In connection with the amended equity line agreement executed on July 13, 2001, Adirondack agreed to return the 50,000 restricted shares it received for its assistance in structuring the original agreement. Adirondack will not be paid any fees in connection with either the original or the amended equity line agreement
tk's in there deep
CALP II Limited Partnership Common Stock Issue
On February 5, 2001, we sold 1,333,333 shares of our common stock to CALP II Limited Partnership, for $1.50 per share, for an aggregate purchase price of $2,000,000 in a private placement. In May 2001, we registered the resale of the common stock sold under the Securities Act of 1933, on Form S-3. (See Commitments and Contingencies). The proceeds of the private placement were used to fund our investment in JAGfn, and for general corporate purposes at Ashton Canada.
On March 9, 2001, we issued 733,945 shares of our common stock with a value of $1,000,000 to TK Holdings in a private placement, in exchange for its 72,850 shares of UTTC series TK convertible preferred stock. The UTTC series TK preferred stock is presented as a minority interest on the consolidated balance sheet at its liquidation preference of $1,000,000 and $2,000,000 as of March 31, 2001 and 2000, respectively. As a result of the liquidation preference, the balance has not been reduced by any portion of UTTC's net losses. |
