Well, had some free time to dig a little...first time I really had a
chance to go over their 8K's and Proxy.
Nucleus had...
1,000 shares authorized, all issued and outstanding. Each of these
shares was converted at a ratio of 1:54,428.999 AMGV (was 41,415.405
in orig 8K).
Each AMGV share issued and outstanding would maintain its value.
AMGV had...
900M shares authorized, 11,681,268 issued and outstanding, with no
treasury stock; 8,000,000 Preferred Shares, none of which are issued
or outstanding, and 3,256,500 Warrants.
So, the equity interest of AGV and Nucleus stockholders on a pro
forma combined basis as of September 30, 1998 based on the Exchange
Ratio.
Shares %
------ ------
Current AGV Stockholders(1) 11,681,268 17.7%
Nucleus Stockholder 54,428,999 82.3%
Total Pro Forma Combined Company 66,110,267 100.0%
Stockholders
(1) Does not include outstanding warrants to purchase an aggregate of
3,670,501 shares of AGV Common Stock. If these shares were assumed to
be outstanding, current AGV stockholders would own an aggregate of
15,351,769 shares of AGV Common Stock, or 22.0% of the Combined
Company, and the Nucleus stockholder would continue to own 54,428,999
shares of AGV Common Stock, or 78.0% of the Combined Company.
Therefore after the merger and 1:10 reverse split, O/S shares are
approx 6.6M shares with a 1,168,127 free trading float and approx
5.5M Restricted shares that went to Nucleus shareholders. Also add
in approx 300K Warrants.
edgar-online.com
We should be seeing a 10Q/K soon as their year ended 12/31/98 which is
also the date for the merger to have been consummated. |
