Scott - today's Nanopierce 8-K filing fills in some of the blanks, and confirms what had been suspected.
Paul and his wife Cheri Perry came out of the SUNY/PI Corp transfer of assets with 11.65% ownership of Nanopierce (1,340,000 shares of the 11,503,355 shares currently outstanding).
The 8-K doesn't mention Patricia Johnston specifically, but as of Dec. 31, 1997 Patricia and Cheri had approx. an identical position in SUNY, so I'm going to go out on a limb and suggest that Patricia probably has an equal number of shares in the potentially very lucrative Nanopierce Corp.
There may be other incidental shareholders, holding NPCT shares, but in reality Cheri/Paul and Patricia own 23.3% of Nanopierce, and according to the 8-K INCE owns approx. 75% of Nanopierce. Merry Christmas and Happy Birthday!!
The 8-K doesn't explain how SUNY went from 11,500,064 shares on Dec. 31st, to 12,759,765 prior to the 1:3 SUNY/NPCT reverse split.
After the 1:3 split, NPCT had 4,253,255 shares. Immediately there after NPCT transferred 7,250,000 shares to INCE in exchange for the PI Technology. That left NPCT with 11,503,355 shares outstanding. However, INCE has also been given 100 NPCT Class A preferred shares, which are convertible at $0.3257/share into another 7,250,000 shares. If and when those shares are converted by INCE then NPCT will have 18,753,355 shares outstanding (not including the shares mentioned in the next paragraph)!
The part of the 8-K that gets me (as if the above facts aren't enough) is the following: Paul Metzinger just can't seem to get enough cheap stock options under his belt. He has given himself another 1,000,000 shares (stock options) in NPCT stock, exercisable at anytime (no time delay) within the next 10 years. And get this.... his option price is $0.3257, which means he is already heavily "In The Money", since NPCT's current bid price is well above $1.
So, Paul and his wife have millions of stock options in INCE at $0.375 and $0.50/sh... He's pulling in over $200K/yr in salary from INCE...he and his wife just gifted themselves 11.65% ownership in NPCT, and Paul gave himself another million shares (stock options) of NPCT, optioned at $0.3257.
Hmmm.... Wow! I'm not sure, but something seems to be wrong with this picture (although I could be misreading the 8-K, and be misinterpreting the entire situation). I'm hard pressed at this exact moment to see how any of this is intended to directly benefit the "paying customers".... us; the shareholders who have actually put up hard earned, cold hard cash, to buy INCE stock over the past couple of years.
If Paul gives each INCE shareholder shares in NPCT, and a market is made for the stock.... maybe those of us who have been long time investors in INCE can get out alive.....But, that's a big maybe at this point. If we don't get shares in NPCT.... we'll continue to be pawns in Paul's personal wealth building game. We seem to be doing an excellent job of funding his personal 401K!"
I'm just shaking my head after reading the 8-K.....just shaking my head.
Here are some excerpts from the 8-K filed today with the SEC.
God help us.
Bill
<<<ITEM 1. CHANGES IN CONTROL OF REGISTRANT
Sunlight Systems, Ltd. ( the "Registrant"), a Nevada Corporation, entered into an agreement dated February 26, 1998 to acquire all or substantially all of the assets, including the intellectual properties, consisting of patents, patents applications pending, patent applications in preparation, tradesecrets, tradenames and trademarks relating to the particle interconnect technology from Particle Interconnect Corporation, a Colorado corporation, a wholly owned subsidiary of Intercell Corporation.
In exchange for the acquisition of such intellectual property, the Registrant issued to Intercell Corporation, Seven Million, Two Hundred and Fifty Thousand (7,250,000) of its post-split restricted common shares, and in addition, One Hundred (100) Series A, 8%, Voting, Convertible, Cumulative, Participating, Preferred Shares, liquidation preference of $22,656.25 per share, convertible at $0.3257 per share into Seven Million, Two Hundred and Fifty Thousand (7,250,000) post-spilt restricted common shares of the Registrant.
On February 23, 1998, the Registrant changed its name to Nanopierce Technologies, Inc., and obtained a new trading symbol on the NASDAQ Bulletin Board: NPCT. In addition, it caused a reverse stock split on a One for Three (1:3) basis of the Twelve Million, Seven Hundred and Sixty Thousand, Sixty-Four (12,760,064) shares issued and outstanding of the Registrant on February 27, 1998. After the reverse split there were Four Million, Two Hundred and Fifty- Three Thousand, Three Hundred and Fifty-Five (4,253,355) shares issued and outstanding. After the issuance of the Seven Million, Two Hundred and Fifty Thousand (7,250,000) post-split shares to Intercell Corporation, the Registrant had Eleven Million, Five Hundred and Three Thousand, Three Hundred and Fifty- Five (11,503,355) shares issued and outstanding. As a result of the transaction described above, as of the date hereof on a fully diluted basis, Intercell Corporation owned approximately Seventy-Five percent (75%) of the outstanding common stock of the Registrant.
The principal shareholders of the Registrant approved the transaction on behalf of the Registrant. Paul H. Metzinger, together with his wife, Cheri L. Perry, are shareholders of the Registrant and they abstained from voting as shareholders on the transaction.
Paul H. Metzinger, President and Chief Executive officer of Particle Interconnect Corporation and Intercell Corporation, its parent company, was appointed the sole Director of the Registrant, until such time as additional directors might be appointed. In addition, Paul H. Metzinger was subsequently appointed as President and Chief Executive Officer of the Registrant.
Paul H. Metzinger and his wife own of record and beneficially, both directly and indirectly, One Million, Three Hundred and Forty Thousand (1,340,000) post-split common shares of the Registrant. In addition, as part of the transaction negotiated with the principal shareholders of the Registrant, Paul H. Metzinger was granted a presently exercisable option to
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purchase up to One Million (1,000,000) shares of the Registrant's common stock for a period of ten (10) years, at an exercise price of $0.3257 per share.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
The Registrant entered into an agreement dated February 26, 1998 to acquire all or substantially all of the assets, including the intellectual properties, consisting of patents, patents applications pending, patent applications in preparation, tradesecrets, tradenames and trademarks relating to the particle interconnect technology from Particle Interconnect Corporation, a Colorado Corporation, a wholly owned subsidiary of Intercell Corporation. Reference is made to "Item 1. Changes in Control of Registrant."
ITEM 5. OTHER EVENTS.
On February 23, 1998, the Registrant changed its name to Nanopierce Technologies, Inc., and obtained a new trading symbol on the NASDAQ Bulletin Board: NPCT.
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