here is elaw's description of their acquisition of compass data systems......
On July 27, 2000, Internet Law's board of directors approved the purchase
of a controlling interest of Compass Data Systems, Inc., a private Nevada
corporation, for up to $2.5 million in unregistered shares of Internet Law's
common stock. Counsel for the sellers subsequently approved the form of a Stock
Purchase Agreement to be entered into with certain individuals for the purchase
of their stock. Certain final reviews and negotiations were concluded on August
17, 2000, and the definitive agreements were signed with each of the sellers
effective as of October 1, 2000. Under the terms of the Stock Purchase
Agreements, Internet Law is to issue an aggregate of 1,676,105 unregistered
shares of its common stock, valued at approximately $2.3 million, for
approximately 63% of the total outstanding shares of Compass Data Systems common
stock owned by Jeremiah Kane, John McHugh, and Jack Ben Ezra. These issuances
were made in reliance upon the Section 4(2) private placement exemption from
registration. None of these sellers received registration rights for the
Internet Law shares they received in this transaction.
now it says compass is a privately held company. it also says, as i read it, that with their purchase of management's shares they own it. i didn't find any mention of other shareholders (us). anyone have any different perspective? here's the link to the actual filing.
sec.gov
gary |
