Check out this cross post from RB:
By: KAA_the_XXVII
Reply To: 7246 by samm Tuesday, 19 Oct 1999 at 7:58 PM EDT
Post # of 7259
Samm good questions, all this is dove tailing into where CVIA needs to be in the near future. Let me explain how all this unfolded and maybe it will make more since.
Remember back in August Ray Hall and myself went to St Louis? This was a "getting to know you" meeting, with the driving force (s) of an underwriting syndicate and other money people. At the time they were not interested in CVIA and did not really believe. As time went by they saw this coming together with CVIA, they got interested again, especially with the Stock Market retreating and oil and gold (our cash motor.) moving up validated the business moves we are making. Any how with us in or near the $4 range they know we too want to move to a NASDAQ listing in the near future and they want us to play ball with them.
Ok they are working on Underwriting Clickgarden.Com (NASDAQ offering)and have been unable to buy enough CVIA off the open market. So they came back and said "we have this company in the midst of finishing the Beta testing and finalizing its distribution channels." Lets do some horse trading, let CVIA handle the final fianancing and acquire the first round fianancing in a stock swap. The money guys want CVIA shares for their "house accounts" and to position themselves to handle OUR move to NASDAQ.
In other words we have not only picked up part of the clickgarden offering... but we have also made our stock available for our listing all in one move. Making stock available for an offering (listing) is almost always maditory.
Can they sale these shares, sure they can. But we DO NOT OR WILL NOT provide them with any additional or replacement shares if they do. Plus if we cannot hold $4 for a month we do not qualify for a listing... in other words they just killed any chance of representing us in a NASDAQ offering, because we are below $4 a share and not qualified. So it is not really in their best interests.
Nothing happens if we decide not to move to the second round of funding, the funding reverts back to the Underwriters and they seek the funding any way they can, without diluting our position.
This is really a no brainer we conceeded $1,000,000 (current value) of our stock in return for 900,000 shares (minimum if we go no further.) of Clickgarden a near term NASDAQ IPO, (coming out Spring or Early Summer.) You can do the math a NASDAQ IPO is a minimum of $4 a share, but we all know a quality Internet IPO usually goes off a little higher than that (VBG.)
We have arranged at the shareholder meeting, for our shareholders to be the first public members to see the Clickgarden.Com software, it will be presented by both the Clickgarden techies and members of our underwriting group.
The seeds are sown, all the missing pieces have come together. Alliances have been made stock has been swapped and now I am on my way to NYC to present and finalize step 2 and hopefully the final step, regarding filling the $2.5 million cash needs, its a bit complex but the numbers work.
Also I have been using Clickgarden.com Beta as my browswer for a week now... even in Beta form and with the unfixed bugs, I have gotten spoiled to the software and have no desire to go back to the big three browswers.
You'll see.
KAA
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