SCII: Paradigm-Shifting-Doji-Star-Pumpings vs. SEC Filings
TheTruthseeker just ordered the Sony Bright Yellow Outdoor Versions for his Monitor, Keyboard and Mouse. Why? Because I keep on spitting out my coffee into monitor when I am reading these SEC filings. Bear, that in mind when you read the rest of this report and be prepared to protect your computer.
The message boards of full of “Pumpers” making it out that SCII will crush the world. To prove this, even to themselves it seems, they post about the wonderful Institutional holdings. After all these Market Professionals are savvy and informed.
So they clamor wildly about this Yahoo link
biz.yahoo.com
showing the following holdings, apparently though not up to date.
FMR Corporation (Fidelity Management & Research Corp)……500,000 ( see Note: #1)
Goldman Sachs Group Inc ………………………………………77,110 ( see Note: #1)
St Paul Companies……………………………………………….77,000 ( see Note: #1)
Radiant Advisers L.L.C………………………………………….60,000
Weiss, Peck & Greer LLC……………………………………….55,000 ( see Note: #1)
Mellon Bank, N.A………………………………………………..35,775
Morgan Stanley Dean Witter & Company……………………….32,477 ( see Note: #1)
S.A.C. Capital Advisors, LLC……………………………………30,000 ( see Note: #1)
Driehaus Capital Management, Inc………………………………26,928 ( see Note: #1)
West Highland Capital, Inc……………………………………….26,000
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So we go to lionshares.com
As of Report Date 6-30-00 the following liquidate their entire SCII positions
COMPANY NAME Amount Tossed
1 FIDELITY MANAGEMENT & RESEARCH CO 0…………. -500,000
2 GOLDMAN SACHS GROUP INC 0 …………………………..-77,110
3 ST PAUL COMPANIES INC /MN/ 0…………………………. -77,000
4 WEISS PECK & GREER LLC 0 ……………………………….-55,000
5 FOUNDERS ASSET MANAGEMENT 0……………………... -34,225
6 SAC CAPITAL ADVISORS LLC 0 ……………………………-30,000
7 DRIEHAUS CAPITAL MANAGEMENT INC 0……………... -26,928
8 MORGAN STANLEY DEAN WITTER INVT MGMT 0 ……..-23,400
9 STEIN ROE & FARNHAM INC /DE/ 0………………………. -14,000
10 BANK OF AMERICA CORP /DE/ 0………………………… -10,000
11 MORGAN STANLEY DEAN WITTER & CO 0………………-9,077
12 NEUBERGER BERMAN LLC 0 ………………………………7,700
13 NORTHERN TRUST CORP 0 ………………………………..-5,085
14 BLAIR CHRISTOPHER R 0 ………………………………….-4,800
15 FLEMING ROBERT INC / DA 0 ………………………………-3,700
(NOTE #1) According to LionShares this position is now completely sold off, and the balance of shares held on report date is Zero. It’s not known why Yahoo is not up to date.
Okay fine, so a few, um I mean Most of the Institutions sold off there entire positions but what about the company?
======================
Back in the Beginning, a time long ago, far back, shrouded in the lore of the heady days of the 1980’s technology run-up eeeeeeeeeeeeerrrrrrrrrrrrrrr Oops Wrong Story, I tell ya the these story stocks are so darn confusing.
Back 9 months ago Net2Wireless was BORN. With a 1.4 Million Dollars. The Technology was purchased. I know sure that does not seem like much but remember that was 9 FULL MONTHS ago, so the technology should be valued at 1 Billion by now, sure it should.
S4----> On December 15, 1999, pursuant to an asset acquisition agreement, Vintage Global Inc., a wholly-owned British Virgin Islands subsidiary of Net2Wireless Corporation, purchased all of the intellectual property of the wireless business of I.T.E.S.- Imaging Technologies Enterprise Systems Ltd., an Israeli company controlled by Nechemia Davidson, a director of Net2Wireless Corporation, for $1 million in cash and $200,000 in convertible notes. In connection with this agreement, Net2Wireless Corporation, purchased all of the assets and assumed all liabilities of the wireless business of I.T.E.S. The notes were redeemed for $200,000 on March 22, 2000. <-------
HEY GUYS HEY GUYS
Yes
LETS SELL Share for 16 cents today!!!!
WHY???
Cuz
SURE LETS DO IT!
Shore NUFF, they Did!
S4----> In January, 2000, Alexander/Rachel L.L.C. purchased 1,862,249 shares of common stock of Net2Wireless Corporation and notes that have been converted into 1,040,387 shares of common stock for an aggregate consideration of $453,345<-------
HEY GUYS!
WHAT?
I told Billy-Joe, can he do it toooooooooo?????
SURE Billy-Joe is married to my sister's husband's brother's favorite denstist.
So they did it again.
S4----> In January, 2000, NBDB LLC purchased 1,862,249 shares of common stock of Net2Wireless Corporation and notes that have been converted into 1,040,387 shares of common stock for an aggregate consideration of $453,345 <-------
And so on and so on, it various ways, and various levels, for example ML LLC received 5 Million warrants, here a couple million option there and it begins to add up. So how many shares does this $1.4Million buck nine month dynamo have?
Net2wireless has 18M shares, combined with the 6M shares of SCII and the 1 Million shares Given to the MatchMaker that introduced the two companies, you get Grand total of 25,843,606 for the combined companies.
And then the options, yes options, you know those things that vest over years, used to keep good employees, Options how many we got now? Looks like -----> 15,266,649. Okay so the grand total for shares after the Merge is going to be a whopping 43,619,511. <-------
How many of those options are ready for sale? Cannot be too many? Right? Uummmmm sorry Wrong!
S4----> The percentage of ownership of the Sensar stockholders may be reduced further as a consequence of the exercise of options to acquire up to 15,266,649 shares of Net2Wireless. As of June 28, 2000, Net2Wireless had granted 15,145,612 of these options with a weighted average exercise price of $2.39 per share. <--------
Confused by the term granted vs. Vested? Don’t be---read this too.
S4----> In addition, following the merger, the combined company will have outstanding options and warrants to purchase up to an aggregate of 17,775,905 shares of our common stock. The currently granted options to acquire 17,654,868 shares of stock have a weighted average exercise price of $2.37 per share significantly below the current trading price of the common stock. Of these options, 15,905,386 will be immediately exercisable. <---------
Yo, are they done YET????
Put down you coffee cups NOW!
The Topper is—---wait---wait----wait for it-----
S4-------> Sensar will also file a registration statement permitting the resale of 5,689,278 shares of restricted common stock issued on the conversion of options held by current directors, officers, and consultants of Sensar and Net2Wireless. The sale of the stock issued under this registration statement to Net2Wireless stockholders and stock issuable on the exercise of outstanding options and warrants covered by registration statements, or even the potential for the sale of such stock, may adversely affect the trading price for the common stock of the combined company. <------------
Here they are:
freeedgar.com
Bloody amazing eh? I bet you are glad I warned you to put your coffee down.
But hey, it not about the stock they are issuing to everyone and selling right away, no it not about that, today we need to talk about technology, technology yes---yes—isn’t the technology mondo-awesome?
Well the big news was the Partner Communications deal, they got the Israeli based Partner to test the technology. See read here, of course they gave them 3 Million options to do this but, no matter, we are talking TECHNOLOGY, you know they do it wiff dem lazers or some ding!
S4-------> Under the pilot agreement, Net2Wireless is testing, on Partner Communications' system, and at Net2Wireless' cost, its multimedia streaming media platform, a service that allows the user to receive video programs in real time on mobile wireless devices. Net2Wireless' equipment has been installed on Partner Communications' system and initial tests of the system have been completed by Partner Communications. Partner Communications has not yet made the system available to its customers. At the time of the execution of the pilot agreement, Partner Communications received an option to purchase 3,020,576 shares of Net2Wireless common stock or, subsequent to the merger, the common stock of the combined company, at a price of $1.84 per share. If the merger is not completed, the number of shares subject to the option will be reduced so that Partner Communications has the right to purchase a 10% interest in Net2Wireless. <-----------
But they loved the technology, didn’t they? They bought it?
Nope, not as of yet, so far the only people that bought it have been some individual investors.
S4---------> The parties agreed to negotiate and execute an agreement for the purchase of a Net2Wireless video platform system by Partner Communications within 90 days of the date of the pilot agreement, although Net2Wireless agreed to supply the software necessary for the initial 50,000 users free of charge. This purchase agreement has not been finalized, although the parties continue to negotiate. Since the purchase agreement was not executed within 90 days of the pilot agreement with Partner Communications, Partner Communications lost a right of first offer with regard to new Net2Wireless products in Israel. Under the terms of the pilot agreement, if Net2Wireless sells products to other affiliates of Orange Plc, or if Partner Communications assists in the sales of Net2Wireless products, if previously requested by Net2Wireless, to any other GSM based cellular carriers, Partner Communications will receive a fee of 15% of the revenues received from these sales by Net2Wireless. Net2Wireless has notified Partner Communications that its exclusive rights with respect to the video platform and its right of first offer with respect to any other technologies or products of Net2Wireless have expired. <---------
Come on the Technology the Patented Technology Dang It, remember on June 27th when the CEO referred to it.
"We have decided to establish a new subsidiary and recruit a team of experts for this opportunity to ensure that each side of our business remains focused on commercializing its core activities," said Nechemia Davidson, CEO of Net2Wireless. "The application of our patented technology to wireless applications remains our number one goal, however based on the market reaction to demonstrations of our line based system we decided this was too exciting an opportunity to ignore."
So the S4 supports the Patents, I mean you got the CEO talking about them right there above. Well sorry Gertrude, them Patent must be part of the marvelous amorphous world of forward-looking statements. Here is what the fess-up to the folks at the SEC.
S4-------> Net2Wireless has filed two patent applications and anticipates seeking patent protection for other aspects of its technology that may be patentable. Until patents are actually issued, of which there can be no assurance, Net2Wireless will not be able to determine the full extent of the protection they may afford. The effectiveness of all of the above protections varies from country to country and may not adequately protect Net2Wireless' rights. If Net2Wireless cannot adequately protect its technology, other competitors could potentially use the intellectual property developed by Net2Wireless to their own competitive advantage. <----------
Patents Shmattants who need Patents because we have
S4---> For the quarter ended March 31, 2000, Net2Wireless had a non-cash expense of approximately $121 million associated with the grant of options with exercise prices below the fair market value of its stock at the date of grant. <----------
Hey, stop that!
Don’t read this -----> Neither Sensar nor Net2Wireless has obtained an assessment or opinion from any qualified independent expert regarding the fairness of the merger from a financial point of view to either Sensar or Net2Wireless or their respective stockholders. In addition, neither board formed a disinterested special committee to evaluate the fairness of the proposed merger to unaffiliated stockholders. The lack of a fairness opinion or recommendation by a disinterested committee means that the stockholders will be relying exclusively on the recommendation of the boards of directors, financial information concerning Net2Wireless and Sensar contained in this Joint Proxy Statement/Prospectus, and their own analysis of the condition of both companies, the prospects for the proposed business of Net2Wireless, and the terms of the merger in deciding whether or not to approve the transaction
Okay I didn’t read it, was it interesting?
NO
Was it important?
Yes
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So there you go, and there they go again! The Paradigm-Shifting-Doji-Star-Pumpings vs SEC Filings, case in point SCII.
Score Card:
The Big Institutions are buying PUMP loses to the shear mass of liquidations by the Institutions FACT.
The Patents hype loose out to the statement of patent applications only. (IMHO the CEO should not have done and gone and said that)
Its all about the potential the incredible, wait they have no sales. Its all about the 100% sales increase when they sell a box of spare paperclips.
But in the end, I am afraid, it will be the uninformed investors, losing out. Defeated by the huge stock and options give away, and subsequent insider filing to selloff shares. In a certain moment of time, this stock may have made sense, that moment is gone. In the gap of time between hype and reason, the insiders will cash out, and nobly shuffle feet for a couple years afterward.
“Dang we thought it really would work, who knew?”
Well to be sure, no one knows for sure, what the future holds, but in this case you know a little more of the Truth, and you can watch with TheTruthseeker as the STORY of the STORY STOCK unfolds. So far the Story has been a real doosie, or should I say doodie. T3/f
Good Trading to you
The Truthseeker |
