C.M. Welcome back. I is always nice to see fresh meat that I can respond to.
Have you wondered why there have only been two posts (including yours) since mid day yesterday?
It's because, for the life of them, they can't understand why anyone with Breams top level executive credentials would want to take over this "sinking ship". But the real reason they have gotten quiet is because they have started to figure out who Frank Musolino really is, other then a very large real estate investor. And why would he put in over two million dollars hard cash for restricted stock, AFTER THE TRADING HALT WAS ANNOUNCED.
I could post a direct link to another company that he helped in its formative stages as an "early angel", but I want to see if any of the "investigators" on this board have the integrity to post something other then "negative spin" on NCDR.
I gave a very good hint as to where they could start looking yesterday. Here is a futher hint this morning. A copy and post of section of an S-1 filed in April 1998 is posted below. He was the largest benefactor of what most here would consider a "stock dump". I suspect that the shareholders of this stock today are very glad that he was dumb enough to put money in this company that lost $24 million over the last year and only has a $2.54 per share book value. (To date, he has never sold a share of this Company)
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES
During the past three years, the Registrant and its predecessor, ?????????
Corporation, a California corporation ("Predecessor") have issued unregistered
securities to a limited number of persons as described below. The share
information presented has been adjusted to give effect to the two-for-three
reverse stock split of the Registrant's Common Stock approved by the Board of
Directors of the Registrant in April 1998.
(a) In February 1996, the Predecessor issued and sold an aggregate of
1,786,668 shares of Common Stock to three employees for an aggregate
purchase price of $134.
(b) In February 1996, the Predecessor issued and sold an aggregate of
6,000,000 shares of Series A Preferred Stock convertible into 4,000,001
shares of Common Stock to three employees for an aggregate purchase price
of $3,000.
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(c) In March 1996, the Predecessor issued and sold an aggregate of
700,000 shares of Series B Preferred Stock convertible into 466,667 shares
of Common Stock to an employee and two consultants for an aggregate
purchase price of $350.
(d) From March 1996 to October 1996, the Predecessor issued and sold an
aggregate of 489,502 shares of Series C Preferred Stock convertible into
371,868 shares of Common Stock to 25 investors for an aggregate purchase
price of $2,864,763.
(e) In April 1996, the Predecessor issued an aggregate of 1,400,000
shares of Series B Preferred Stock convertible into 933,334 shares of
Common Stock to one employee and two consultants in a voluntary share
exchange transaction. In the transaction, the Predecessor issued such
shares of Series B Preferred Stock in exchange for all shares of a
privately held California corporation held by the employee and the
consultants.
(f) In April 1996, the Predecessor issued and sold 400,000 shares of
Common Stock, warrants to purchase 800,000 shares of Common Stock and
200,000 shares of Series C Preferred Stock convertible into 151,938 shares
of Common Stock to two investors for an aggregate purchase price of
$1,955,000.
(g) In May 1996, the Predecessor issued and sold 280,415 shares of Common
Stock to two investors upon exercise of warrants for an aggregate purchase
price of $31,547.
(h) In August 1996, the Predecessor issued warrants to purchase an
aggregate of 6,667 shares of Common Stock to the Regents of the University
of California in partial consideration for the execution of a software
license agreement. The aggregate exercise price for these warrants is
$50,000.
(i) In September 1996, the Company issued and sold 1,300,000 shares of
Series B Preferred Stock convertible into 866,667 shares of Common Stock to
three consultants in exchange for services rendered having an aggregate
value of $390,000.
(j) In October 1996, the Company issued and sold 80,000 shares of Series
B Preferred Stock convertible into 53,334 shares of Common Stock to six
investors upon conversion of a promissory note having a principal balance
of $200,000.
(k) In October 1996, the Predecessor issued warrants to purchase an
aggregate of 170,667 shares of Common Stock to a consultant in
consideration for sales representative services rendered. The aggregate
exercise price for these warrants is $1,920,000.
(l) In February 1997, the Predecessor issued warrants to purchase an
aggregate of 32,476 shares of Series D Preferred Stock convertible into
21,562 shares of Common Stock to two equipment lessors in partial
consideration of the execution of equipment lease agreements. The aggregate
exercise price for these warrants is $71,999.
(m) In April 1997, the Predecessor issued warrants to purchase an
aggregate of 417,701 shares of Common Stock to ???????? in consideration
of the cancellation of approximately $43,800 of the then outstanding
principal of a promissory note held by ????????. The aggregate exercise
price for these warrants is $137,841.
(n) In April and May 1997, the Predecessor issued and sold an aggregate
of (i) 3,866,499 shares of Series D Preferred Stock convertible into
2,577,666 shares of Common Stock and (ii) warrants to purchase an aggregate
of 1,288,826 shares of Series D1 Preferred Stock convertible into 85,922
shares of Common Stock to Oak Investment Partners VII, Limited Partnership,
Oak VII Affiliates Fund, Limited Partnership and 15 other investors for an
aggregate purchase price of $8,572,228. The aggregate exercise price for
the warrants is $4,285,991. The Predecessor paid a commission of $428,611
to the placement agent in such transaction.
(o) In September 1997, the Predecessor issued and sold an aggregate of
(i) 902,120shares of Series D Preferred Stock convertible into 601,413
shares of Common Stock and (ii) warrants to purchase an aggregate of
300,707 shares of Series D1 Preferred Stock convertible into 200,471
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shares of Common Stock to Intel Corporation for an aggregate purchase price
of $2,000,000. The aggregate exercise price for the warrants is $1,000,001.
(p) In December 1997, the Registrant issued and sold 1,000 shares of
Common Stock to the Predecessor for an aggregate purchase price of $100.
(q) In February 1998, the Registrant issued shares of its capital stock
to the shareholders of the Predecessor in connection with the
reincorporation merger of the Predecessor with and into the Registrant. The
Registrant believes this transaction was exempt from registration under
Section 2(3) on the basis that such transaction did not involve a "sale" of
securities.
(r) In February 1998, the Registrant issued an aggregate of 3,297,820
shares of Series E Preferred Stock convertible into 2,198,547 shares of
Common Stock for an aggregate purchase price of $14,015,735. The Registrant
paid a commission of $840,944 to the placement agent in such transaction.
(s) In March 1998, the Registrant issued and sold 1,224,544 shares of
Series D1 Preferred Stock convertible into 816,365 shares of Common Stock
to eight investors upon exercise of warrants for an aggregate purchase
price of $4,072,221.
(t) As of March 31, 1998, an aggregate of 2,461,031 shares of Common
Stock had been issued upon exercise of options under the Registrant's 1996
Equity Incentive Plan and granted prior to adoption of such plan.
Except as indicated above, none of the foregoing transactions involved any
underwriters, underwriting discounts or commissions, or any public offering,
and the Registrant believes that each transaction was exempt from the
registration requirements of the Securities Act by virtue of Section 4(2)
thereof, Regulation D promulgated thereunder or Rule 701 pursuant to
compensatory benefit plans and contracts relating to compensation as provided
under such Rule 701. The recipients in such transaction represented their
intention to acquire the securities for investment only and not with a view to
or for sale in connection with any distribution thereof, and appropriate
legends were affixed to the share certificates and instruments issued in such
transactions. All recipients had adequate access, through their relationships
with the Registrant and the Predecessor, to information about the Registrant
and the Predecessor.
Sure looks like one or more of these recipients got a whole lot of stock cheap in this one doesn't it. Want to guess where this stock is trading today after a split?
Here are a couple of questions for the "stock detectives" on this board. What is Franks cost base in this stock, and what is his stock worth today? |
