Dear Jan, I share a somewhat different view regarding the sale of Mr. Caputo's shares into the IPO.
In the original prospectus as well as the amended prospectus that was filed in March just prior to the offering, Mr. Caputo is not listed as a selling shareholder. The prospectus states that the IPO consists of a total of 2,400,000 shares....2,100,000 shares offered by the Company,300,000 shares offered by selling stockholder Phoenix, and zero shares offered by the company founder and only other shareholder, Ed Caputo.
The prospectus also states that all officers,(including Ed Caputo) directors, and selling shareholders were bound by a 180 day lock up period wherein they could not sell or dispose of shares for at least a minimum of 180 days following final filing of the prospectus, which occurred in March just prior to the IPO.
Also specified in the prospectus is an Underwriters over-allotment
option exercisable up to 30 days after the date of the prospectus granting the Underwriters the option to purchase additional shares from the company and it's shareholders to cover any over-allotments made in connection with the sale of the 2,400,000 share public offering.
The Underwriters exercised their option on a total of 705,000 shares to cover over-allotments. Of the 705,000 additional shares, 100,000 were sold by the company, 302,500 were sold by Phoenix, and 302,500 were sold by Ed Caputo.
I find it interesting that Mr Caputo, founder of the company, and owner of more then 55% of the company's post IPO stock, had not planned on selling even a single share of his Command holdings as part of the initial offering. In fact he was willing to forgo the sale of every single one of his shares for at least a minimum of 180 days beyond the offering. (the lock up period)
It was only in satisfaction of the over-allotment commitment exercised by the Underwriters that resulted in Mr. Caputo's parting with any of his shares at all.
My read on foregoing is solidly bullish!
Rather then a being an opportunist who has plotted the demise of an unsuspecting public for his own personal profit, the facts communicate to me, a man who truly believes in his company. An owner and CEO who built the company from the ground up, and truly believes that each and every one of his over 4 million shares was worth vastly more then the offering price. Someone who truly believed that his over 4 million "banana's" were still green, and was willing to wait for them ripen, to reach full potential before harvesting his crop of a lifetime.
Jan, it is indeed disheartening to suffer considerable loss such as has been the case with yourself and many of the other IPO investors of Command. I do sincerely empathize with your plight.
However, after carefully studying the prospectus, I fail to see any willful intent, malice, deception, or material omission, that would lead me to blame Mr.Caputo. Nor do the circumstances surrounding the sale of just 7% of his total shares during the IPO cause cause me to feel bitter toward Mr. Caputo for personally benefiting from this sale.
Sincerely and best regards, JAB |
