Company in play: When FRSH merged with Ultimate Juice, Steven Smith who was FRSH's Chairman became co-chairman with Steven Bogen from Ultimate. Problems?...
From the latest 10K: The Company formerly reported the existence of the following options granted to Steven Smith under the Company's 1988 Incentive Stock Option Plan (the "Plan"): (a) an option to purchase 100,000 shares of the Company's Common Stock exercisable at $1.375 per share, and (b) an option to purchase 60,000 shares of the Company's Common Stock, exercisable at $3.50 per share. Based upon a review commenced by the Company and its attorneys in the fourth quarter of 1997, it appears that the stockholders of the Company never approved the Plan and that a proposal to approve the Plan was never presented to the stockholders of the Company for a vote. As a result, the condition to both the effectiveness of the Plan and the grant of the options under the Plan were never met. Based upon this information, the Company has determined that the described options technically do not exist ... Mr. Smith disagrees with the Company's conclusion and there is a possibility that he may assert a claim as to the existence of these stock options."
So Steven Smith according to today's press release: "The Company has also been advised that Saratoga and Steven Smith, a director, president and shareholder of the Company, have entered into an Option Agreement, dated March 16, 1998 (the "Option Agreement") was executed on March 18, 1998, pursuant to which Mr. Smith has granted to Saratoga the option to purchase 825,000 shares of his common stock of the Company at $3.00 per share. The Option Agreement provides for the consideration to be paid to Mr. Smith to be increased under certain circumstances involving an acquisition of the Company at a price in excess of $3.00 per share."
So if you can't get what you want from your own company, you pick up your marbles and sell to a nearby player (much smaller and financially weaker, IMO)...
So, IMO, Steven Bogen (the other half of the leadership pair) likely is looking for a white knight with deeper pockets to buy out the co. to get out of this mess.
John |
