"After the reverse acquisition the former Zulu-tek stockholders will own approximately 73% of the Company. "
That is not correct. That's what it says, but it isn't correct.
If all proposals are approved, there will be 28,418,520 shares outstanding.
Of these, 10M, or 37.3%, will be held by Asian Trust/Netvest/Hayton , as a result of the conversion of the Investor's Preferred.
Another 5,883,600, or 20% of the 28,418,520 shares, were already held by Netvest.
Officers and directors of ESVS will hold 12.5%.
But, hey, there's another way to calculate this. We already know that former ZULU shareholders will be 5.2 million shares. 5,200,000/28,418,520 = 18.29%.
Actually, it is less than that, because of ESVS's cross-ownership of ZULU. But I don't want to look it up and don't want an argument, so I'll stipulate to a number that is higher than reality.
This 73% figure is a BLATENT mis-statement, that is contradicted by other parts of the proxy statement. (In multiple places.)
There are a lot of words in the proxy. Too bad they were throw-together with so little care.
(Incidently, the ownership of the shares resulting from the conversion of the Investor's Preferred is treated inconsistently in the proxy. In some places it is stated that it is owned by Netvest, in other places it is stated that it is owned by Asian Trust.)
100 - 35 = 65% left, so how can the former Zulu-Tek stockholder own 73%?
NAME AND ADDRESS AMOUNT AND NATURE PERCENT OF
OF BENEFICIAL OWNER(1) OF BENEFICIAL OWNERSHIP(2) CLASS(2)
---------------------- -------------------------- ---------
Kenneth M. Duckman(3) 495,334(3)(5) 4.9%(3)
Netvest Capital Partners, LP(4) 5,883,600(5) 20.0%(5)
Asian Trust Corporation, Ltd.(4)(6) 10,000,000(6) 37.3%(6)
Paul Messina 100,000(7) 1%(7)
Keith C. Montgomery 100,000(7) 1%(7)
Joseph L. Searles III 100,000(7) 1%(7)
Roger Mincheff 200,000(8) 2%(8)
Robert C. Smith 219,643(9) 2.2%(9)
Robert E. Chmiel 500,000(10) 4.9%
Justin Walker 33,333(11) Nil
All officers and directors as a group (7 persons) 1,258,976 12.5% |
