Conference Call Notes from yesterday: April 16, 1998
MYRIAD:
Collateralization agreement signed a few days ago and submitted to IRS for approval.
Approval by IRS Thursday morning.
Actual Asset purchase agreement was sent to Myriad's attorneys late yesterday and was signed today. The hard copy is being sent overnight to FAMH.
Ira, Arif and operations manager are making plans to fly out next week to switch everything over.
They will file all of the corporate changes probably Monday but officially it is theirs. They are just waiting to do the logistical turnover.
More than likely, if the hard copy comes tomorrow, than they will put out a press release tomorrow.
Then they will transfer everything under the FAMH banner.
Once they receive the hard copy, they will go to the clerks office and file Myriad. Myriad will basically turn into a DBA, a subsidiary of FAMH. And it is officially their asset. It is basically theirs now. It has been for a couple of months because Ira has been working hand in hand with the President, Ted Colo.
They have been increasing the revenues over the last three months. Myriad had about 5000 employees leased when FAMH started with them and is probably up to 7000 right now. There are probably another 1500 ready to come on board when Myriad is officially changed over to Firamada.
On paper, it is FAMH's company right now. They will go in next week and make the changes they want to make. There is some waste at Myriad and they will get rid of the waste.
ATXI MERGER AND FINANCIALS:
Last year FAMH was a non reporting company. They essentially became reporting Jan 1. The requirements dictate that you file in a certain period of time, which is usually 90 days after the first quarter.
Financials will be submitted to ATXI and NASDAQ
Involvement with the ATXI merger dictated that they wait and submit to ATXI and NASDAQ, and then put them out to the public.
ATXI has to do their DD on FAMH. And FAMH has to do theirs on ATXI. And then they will submit to NASDAQ. The financials will then be released to the public.
NASDAQ has not actually said it to them, but it is kind of intimated they that they would like to see the merger happen. They do not like to see companies de-listed.
When they first put out the press release on the merger, the share exchange rate used was put out as a Proforma. Obviously if the share prices change either way for either company the ratio will change. It is an "apples to apples merger."
Even though FAMH is the aggressor, they are not buying or merging to ATXI. ATXI is essentially buying FAMH. But ATXI board members will resign from the board. They will have one seat out of about 13.
All the assets of FAMH are essentially transferred over to ATXI. The reason the merger is being done this way is that FAMH will NOT have to go for new listing.
They just have to file with NASDAQ and let them know what is going on. It will NOT be a mandatory new listing situation, such as stock price requirements, which Ira knows they will meet anyway. But they are not under the gun.
If a definitive contract is reached by the April 30th date, they are looking at several weeks to do all of the necessary paperwork and disclosure.
THANKS TO SHAREHOLDERS FROM IRA:
Ira thanked the shareholders from the bottom of his heart for all of the letters and calls he has received. He has received many positive messages that he described as being "just unbelievable."
OUTSTANDING SHARES:
Apx 45 to 46 million
Apx 30 million restricted
The additional shares have been used to help take the company to a $100 million company.
MORTON DOWNEY JR.
Why: Firamada positive exposure. Should have good revenues and be very profitable.
Ira said even if they don't make a nickel on it and break even it is the biggest plus in the world. But that is not what is going to happen. If Mort does 1/10 of what he did ten years ago, it will add tremendously to the bottom line of Firamada.
Mort was on Hard copy the other day and Ira received about 30 calls the next day. Everyone was very positive.
Morton Downy Jr. will be on the next CC call, Thursday April 23rd. |
