. . . or not at all. The wording of the above paragraph implies that the merger could be terminated by default
That's very possible!!!! But I like to look at the glass have full instead of half empty! Okay "THE POPE"?
(REF - PAGE 33)
The Reorganization Agreement provides that if the conversion of the
1998(B) Preferred Stock is not approved by the stockholders of the Company prior to January 31, 1999, either party shall have the right to terminate the transaction.
Couldn't the above also imply that "Management" expects the shareholder meeting to be held before this date. Also, doesn't imply that the original termination date was extended one month from it's original termination date in order to get proxies out and satisfy SEC Rules? Also, isn't everything just a mere formality so they company can comply with SEC RULES 14A-11(c) and 14a-12?
Here's why I believe the deal is essentially done and the shareholders meeting is just a mere formality: 1) The insiders hold the majority vote therefore the deal is done unless there is a discrepancy between board members which is unlikely! Why, here's why and notice the word
"UNANIMOUSLY."
(ESVS PRE-14A - PAGE 18,19,20,21,22, and 23)
PROPOSAL II
APPROVAL OF THE ISSUANCE OF SHARES OF COMMON STOCK UNDERLYING THE 1998 PREFERRED
STOCK
THE BOARD OF DIRECTORS HAS UNANIMOUSLY APPROVED AND IS SUBMITTING FOR STOCKHOLDER APPROVAL A PROPOSAL TO AUTHORIZE THE ISSUANCE OF 5,443,600 SHARES OF COMMON STOCK, WHICH SHARES OF COMMON STOCK ARE ISSUABLE UPON CONVERSION OF THE 1998 PREFERRED STOCK.
PROPOSAL III
APPROVAL OF THE ISSUANCE OF SHARES OF COMMON STOCK UNDERLYING THE INVESTOr PREFERRED STOCK
THE BOARD OF DIRECTORS HAS UNANIMOUSLY APPROVED AND IS SUBMITTING FOR STOCKHOLDER APPROVAL A PROPOSAL TO AUTHORIZE THE ISSUANCE OF UP TO 10 MILLION SHARES OF COMMON STOCK, ISSUABLE UPON CONVERSION OF THE INVESTOR PREFERRED STOCK WHICH MAY BE ISSUED FROM TIME TO TIME IN 1998 IN CONNECTION WITH A PRIVATE PLACEMENT OF UP TO $5 MILLION TO CERTAIN INVESTORS.
REQUIRED AFFIRMATIVE VOTE
SINCE THE COMPANY INTENDS TO CONTINUE TO COMPLY WITH THE NASDAQ RULES PENDING ITS APPEAL OF THE DELISTING, THE AFFIRMATIVE VOTE OF A MAJORITY OF THE OUTSTANDING VOTING POWER OF THE COMPANY'S COMMON STOCK IS REQUIRED TO ADOPT PROPOSAL III SINCE UPON CONVERSION OF THE 1998(B) PREFERRED STOCK, THE COMPANY WOULD BE REQUIRED TO ISSUE SHARES OF COMMON STOCK WHICH EXCEED 20% OF THE CURRENTLY OUTSTANDING COMMON STOCK OF THE COMPANY.
THE BOARD OF DIRECTORS OF THE COMPANY CONCLUDED THAT THE TERMS OF THE INVESTOR PREFERRED WERE FAIR TO AND IN THE BEST INTERESTS OF THE COMPANY AND ITS STOCKHOLDERS. THE BOARD OF DIRECTORS BELIEVES THAT THIS PROPOSAL IS IN THE BEST INTEREST OF THE COMPANY AND ITS STOCKHOLDERS. THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSAL III.
PROPOSAL IV
APPROVAL OF THE ISSUANCE OF SHARES OF COMMON STOCK
UNDERLYING THE 1998(B) CONVERTIBLE PREFERRED STOCK
THE BOARD OF DIRECTORS HAS UNANIMOUSLY APPROVED AND IS SUBMITTING FOR STOCKHOLDER APPROVAL, A PROPOSAL TO AUTHORIZE THE ISSUANCE TO ZULU-TEK, FOR SUBSEQUENT DISTRIBUTION TO ITS STOCKHOLDERS, OF 5,200,000 SHARES OF COMMON STOCK, WHICH SHARES OF COMMON STOCK ARE ISSUABLE UPON CONVERSION OF THE 1998(B) PREFERRED STOCK.... |
