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Microcap & Penny Stocks : TSIG.com TIGI (formerly TSIG) -- Ignore unavailable to you. Want to Upgrade?


To: REW who wrote (44376)1/12/2001 10:30:27 AM
From: V$gas.Com  Read Replies (1) | Respond to of 44908
 
Let's see, two "supposed great" PR's this week and the stock is going nowhere. Hmmmmmm! Must have been something in the 8K that people are seeing, warning them not to invest. What could it be? Let's revisit part of the 8K and insure that lurkers and newbies out there read the most recent 8K before investing.

By: DlXIE777 $$$
Reply To: 31731 by Delta_Rocket $$$$
Sunday, 7 Jan 2001 at 10:11 AM EST
Post # of 31744

I have to make a golf date in Naples this am. However, with that said, just possibly some
of the below will make for good reading. I have taken the liberty of emphasizing various
excerpts for those that either continue to be reading challenged or for one reason
or another, like all too many here, dislike getting into the ugly part of investing in OTC
BB’s; ...reading at all!

A quote from the post to which I’m responding needs to be answered; At least we will
look gracious as Scott Rois is NOT going anywhere in 2-3 month's time. -- D_R

Delta I wouldn’t count on that!! And pulllease ....remember that Scott Roix, the past CEO
of Affinity is in the position to protect against and/or to make most of the triggering
decisions represented below as reasons to rescind. Duhhhh!!

One thing; if a company pays 35,000,000 shares to another company for either an
acquisition or reverse merger, and the new CEO, who will have access to $700,000
compensation, in addition skims percentages substantially higher than what could be
described to be GENEROUS after-tax profit margins, but skims them BEFORE even
the overhead is deducted, why then is the same CEO et al allowed to unwind the entire
deal for up to almost 2 years after the closing of the deal?

As someone might say; …”What do he know and when do he know it?”

Have a nice day,

Rich
ps. It'll be interesting to see how the apologists apologize for this one.

In accordance with the Reorganization Agreement, the Registrant entered into a Stock
Pledge Agreement with the former Affinity shareholders and executed a UCC-1
financing statement evidencing the security interest. Pursuant to the Reorganization
Agreement, the former shareholders may rescind the Reorganization Agreement,
return the Exchange Shares and reacquire the Affinity stock if:

(i)within 90 days of the completion of financial statements of Affinity meeting the
requirements of Regulation S-X of the Securities Act and the Securities Exchange Act,
a registration statement including the Exchange Shares is not filed and accepted by
the Securities and Exchange Commission; or

(ii) a registration statement including the Exchange Shares is timely filed, but the
registration statement is not declared effective within 180 days following the completion
of financial statements of Affinity meeting the requirements of Regulation S-X of the
Securities Act and the Securities Exchange Act.

The former Affinity shareholders may return the Exchange Shares and "buy-back" the
Affinity shares if, prior to June 1, 2002:

(i) the Registrant shall cease to be a publicly traded company or shall cease to trade
on the OTC-BB (unless it begins trading on the NASDAQ, AMEX or the New York
Stock Exchange within 10 trading days after it ceases to be listed on the OTC-BB) or
trading in shares of the Exchange Shares shall be suspended for more than 10
consecutive trading days;

(ii) a receiver shall be appointed to take possession of all or substantially all of the
assets of the Registrant, or the Registrant executes and delivers a general assignment
for the benefit of creditors, or any action is taken or suffered by the Registrant,
voluntarily or involuntarily, under any insolvency or bankruptcy or reorganization act or
law, except a proceeding filed by a creditor that is dismissed within sixty days of filing,
or the Registrant is insolvent or otherwise unable to pay its debts as they become due;

(iii) the Registrant enters into any negotiations, letter of intent or agreement to sell or
divest itself of the assets or stock of Affinity;

(iv) the Registrant takes any steps to encumber, distribute or liquidate the assets or
stock of Affinity;

(v) the Registrant attempts in any manner to enter into any transaction of any kind that
will create a material obligation or debt of Affinity unless the same is approved by Mr.
Roix or his successor from Affinity's Key Employees (as defined in the Reorganization
Agreement) if Mr. Roix should die, resign or become totally disabled;

(vi) except for cause in accordance with the employment agreements, the Registrant
attempts to terminate one or more of the Affinity's Key Employees without the consent
of a majority of Mr. Roix, Vance L. Vogel and Noyan Nihat;

(vii) the Registrant fails to timely file any of the reports required under the Securities
Exchange Act; or

(viii) any representation or warranty of the Registrant or TSIG Newco contained in the
Reorganization Agreement or any covenant of the Registrant or TSIG Newco contained
in the Reorganization Agreement shall be materially breached or materially untrue.

The Registrant thirty days to remedy any violation after receiving written notice from
Affinity or a Affinity shareholder.

In the event of the exercise of the buy-back option, the repurchase price of all of the
Affinity shares shall be determined as follows:
(i) All unsold Exchange Shares will be returned to the Registrant;
(ii) net cash proceeds from Exchange Shares sold, less taxes paid on same, shall be
paid to the Registrant in consecutive equal monthly installments, amortized over 60
months with simple annual interest at the New York prime rate in effect on the closing
of the buy-back option;
(iii) all assets held by Affinity at the effective time of the acquisition of Affinity by the
Registrant shall be held by Affinity when returned to the Affinity shareholders upon the
closing of the buy-back option;
(iv) new assets acquired by Affinity after the effective time of the acquisition of Affinity
by the Registrant and held by Affinity on the closing of the buy-back option, to the
extent not offset by new liabilities of Affinity on the closing of the buy-back option, shall
be equitably divided between the Registrant and Affinity, and to the extent that the
parties cannot agree upon an equitable division, such new assets shall be sold and the
net proceeds of sale shall be evenly divided between the Registrant and Affinity;
(v) the foregoing notwithstanding, the buy-back option shall become null and void
if and when the Affinity shareholders shall receive $25 million in cash from the
sale of the Exchange Shares.

As part of the Reorganization, Scott G. Roix was elected as the Registrant's Chairman
of the Board of Directors and as Chief Executive Officer. Mr. Roix replaces Robert P.
Gordon, who resigned as an officer and director of TSIG, as described in Item 5, below.

As part of the Reorganization Agreement, the Registrant agreed to claim no right to a
$820,000 cash reserve created by Affinity prior to the Reorganization, known as the
EPX Reserve. Messrs. Roix and Vogel are entitled to withdraw up to $820,000 from the
account, beginning on December 27, 2000, based on daily credit card receipts
credited to the account.

Pursuant to the three-year Employment Agreement dated December 6, 2000 between
Mr. Roix and the Registrant, the Registrant agreed to pay Mr. Roix a base salary of
$350,000 per annum. Mr. Roix is eligible to earn an annual cash bonus of up to 100%
of his base salary if the Registrant meets certain earnings targets. In addition, Mr. Roix
is eligible to receive, on a weekly basis, sales bonuses in the amount of:
(i) 9% of Affinity's net collections on sales of mini-vacation packages;
(ii) 8.1% of the net amount paid to independent brokers on sales of membership
vacation packages and of products and services to members of certain buyers' clubs;
and
(iii) 17.388% of Affinity's net collections on all sales of Affinity's programs with
department stores and discount stores.

The Registrant granted Mr. Roix options to purchase up to 4,000,000 shares of the
Registrant's common stock at an exercise price of $0.75 per share, 2,000,000 of which
are fully vested, 1,000,000 vest on September 1, 2001 and the balance vest on
September 2, 2002. The options are exercisable for a five year period on a cashless
basis. The Registrant also granted Mr. Roix options to purchase up to 300,000 shares
of the Registrant's common stock, vesting over a three year period, at an exercise price
of $1.00 per share, and exercisable for a five year period on a cashless basis.

The Registrant also executed employment agreements with six other former Affinity
shareholders, and a consulting agreement with a former Affinity consultant.

In connection with options granted pursuant to the above-referenced employment and
consulting agreements, the Registrant established a plan of stock-based
compensation incentives known as the TSIG.com-Affinity Group Stock Plan, dated
December 4, 2000, which covers up to 8,777,456 shares of common stock of the
Registrant.

In accordance with the Reorganization Agreement, the Registrant entered into a
Personal Guaranty Indemnity Agreement with Mr. Roix and Vance L. Vogel, in which
the Registrant agreed to indemnify Messrs. Roix and Vogel from any claims which
may arise against Messrs. Roix and Vogel related to personal guaranties made in the
course of Affinity's business prior to the Reorganization.

Pursuant to the Reorganization Agreement, the Registrant issued warrants to five
persons to purchase a total of 535,000 shares of common stock of the Registrant. The
warrants are exercisable beginning March 1, 2001 at $1.00 per share, on a cashless
basis, for a period of five years. The Registrant agreed to file a registration statement
registering the shares underlying the warrants within 90 days of completion of Affinity
financial statements.



To: REW who wrote (44376)1/13/2001 10:16:09 AM
From: Suzanne Newsome  Read Replies (1) | Respond to of 44908
 
This article has some interesting things to say about the carnage taking place in the Internet stocks.

A Cold Blast on the Net Incubators As analysts downgrade their stock and question their business model, CMGI,Safeguard, and ICG are frantically shedding dead weight Like Cinderella at a holiday ball, Internet incubatorCMGI (CMGI ) stole the spotlight in December ayear ago. Analysts fawned over the company's fiscalfirst-quarter losses for 2000, which were 47% lessthan expected, and praised its impressive 231%sales growth. CMGI groupies chalked up the lossesto what they deemed a visionary buying spree by the firm's then-venerable fairygodfather, CEO and Chairman David Wetherell. Small wonder. In four months, Wetherell had inked deals worth more than $1billion to acquire several online advertisers and direct marketers. His plan: Turna simple venture-capital unit into what he called "an online marketingpowerhouse." It was only a matter of days into the New Year before thecompany's stock ascended to its 52-week high of $163.50 per share, adjustedfor a stock split later in January. The market for business-to-business (B2B)Net incubators was red-hot, and CMGI was on fire. PLUNGING SHARES. But midnight came all too soon, turning the Net princessback into a handmaiden. Today, CMGI bears the brunt of being a virtualoutcast. Its share price has plunged from its 52-week high of about $163 toabout $10 per share. CMGI's Furniture.com recently ceased operation, and publicly tradedMotherNature.com has announced plans to liquidate. Then, on Nov. 13,CMGI said it will shed two of its own fledgling startups, free Net-accessprovider 1stUp.com and entertainment site iCast, at the end of January, 2001,if no buyer steps forward. All this has spurred analysts to question CMGI's $4.6 billion market cap andwhat value remains in Wetherell's empire. In fact, Wall Street is starting to takea good, hard look at the cottage industry of firms that nurture gaggles of Netideas into stand-alone companies ready to take on the equity markets.Incubators, holding companies, operating networks -- call them what you will-- the business models of these modern-day Net conglomerates may not beany better than those of their extinct Old Economy forefathers. TWOFOLD BURDEN. The idea behind these companies is to increase the value ofindividual startups by uniting them in a network of shared resources andfunding. Just as each of the companies in the network has value, so does thenetwork as a whole. But the burden of publicly held incubators is twofold: Theymust prove their worth and answer to their shareholders while at the same timeshowing value in their portfolio companies. This means taking companies public to help raise cash for nurturing otherprivate holdings. In effect, outfits such as CMGI, Safeguard Scientifics (SFE ),and Internet Capital Group (ICGE ) are created to feed on themselves. Abrilliant idea at the height of Internet mania, where ideas could become publiccompanies almost overnight. But the reverse of such a virtuous cycle is vicious,as these companies are learning the hard way. Wetherell says the move to put1stUp and iCast in front of the firing squad is part of CMGI's strategy to attainprofitability by the end of its current fiscal year, on July 31, 2001. But manyanalysts see it as a desperate attempt to reverse a market nosedive and cloakportfolio weakness. Nearly half the brokers covering the company rushed todowngrade their stock ratings from buy to hold after CMGI's announcement,including Credit Suisse First Boston, U.S. Bancorp Piper Jaffray, and INGBarings. "I COULD KICK MYSELF." Even the notoriously bullish Merrill Lynch stepped onthe brakes. "I could kick myself for not downgrading [CMGI] sooner," saysAdams Harkness analyst Steven Frankel, who lowered his stock rating to abuy from a strong buy on the heels of the news. "We haven't seen their rockbottom yet, although we're getting close." Of course, the Andover (Mass.) CMGI isn't the only one under Wall Street'smagnifying glass. The stock values of its competitors, such as Safeguard andICG, also have shriveled following April's market turmoil, and the poorperformance and uncertain prospects of many of their portfolio companies.Safeguard shares have dropped from their 52-week high of $99 to around $10per share. ICG's stats are no better: Its stock has collapsed to about $6 pershare, from a high of $212. Third-quarter-earnings report cards have only exacerbated the slump. On Nov.9, Safeguard, which directly controls 50 Net infrastructure companies and hasholdings in about 300 others, reported a third-quarter loss of $25.2 million.Revenue for its 350 partner companies rose an underwhelming $100 million, to$1.34 billion, compared to the same period a year ago. Meanwhile, ICGreported losses totaling $263.9 million and slashed its staff by 35%. Analystdowngrades quickly followed suit, only to be repeated for CMGI a few dayslater. TAKING CONTROL? In an effort to bolster their stock prices and win WallStreet's favor, CMGI and ICG are cleaning house. Wetherell says he'll reduceCMGI's majority-owned and -operated companies to between 5 and 10 from13. ICG says it will pare its U.S. holdings to 15 from 65. Those that can'tsubstantially improve operations will presumably go by the wayside. Onecriterion, says ICG CEO Walter Buckley, is to show a profit within 18 months."We've taken control of our destiny," Buckley says. "We're realizing ouridentity and moving from the land grab to focusing on growing big businesses." One thing working in these companies' favor is cash flow. CMGI says it has$940 million cash on hand and $210 million in for-sale securities. Safeguardclaims $240 million in cash reserves and $300 million in credit. ICG says it hascash and credit reserves of $515 million, will "significantly slow the rate ofinvestments" in its current holdings, and won't be funding new ventures,according to Buckley. Plus, CMGI maintains it will decrease its so-called cash-burn rate to $45million per quarter by the end of its fiscal year next July, including a reduction of$30 million in new investments, from about $190 million per quarter at the endof fiscal year 2000. ICG says it expects to reduce its quarterly cash outflowabout 26% annually, to $33 million per quarter. "OLD AND BROKE." Frank Biondi, senior managing director of WaterviewPartners, says many incubators have overinvested in startups and risk beingscorched to death by their burn rates. "If you can't get to breakeven, then thechallenge becomes raising more money," Biondi says. "And if you're dependingon third-party investors today, you're going to grow old and broke real fast." Factor in the sharp contraction of venture-capital investment expected in 2001,and you can see why the market is so wary of the incubators. That could meanCMGI, ICG, and Safeguard will need to sell securities or draw on their creditlines in the second half of 2001. "Safeguard will most likely have to dip intocash reserves in order to tread water next year," says Merrill's Henry Blodgetin his November ratings report. As evidence, CMGI's cash and equities total has fallen $45 million sinceAugust, although the company says it still expects to have $700 million at theend of its fiscal year 2001. But cutting costs isn't necessarily a stock savior. "Asmuch as they would argue to the contrary, ICG and Safeguard are holdingcompanies, not operating companies," says Adams Harkness' Frankel. "Theybuild companies, not products, and their business is determined by the[individual] value of their children." Safeguard -- a 47-year-old firm, based in Wayne, Pa., which owns 13% ofICG -- has 15 public companies in its portfolio. ICG, also based in Wayne,controls six public companies, in which Buckley says he has invested about $3billion, slightly more than the value of the company's $2.5 billion marketcapitalization. LIQUIDITY IS KEY. Many analysts believe the value of ICG and Safeguard,which have, in a move that seems smart, invested in Net-infrastructurecompanies rather than online-content or e-commerce ventures, hinges not ontheir ability to cut costs and eliminate dead weight but to deliver a return ontheir investments. "At the end of the day, the point is to create a liquidity eventout of a company, isn't it?" says Sangam Pant, executive vice-president andgeneral manager of eCompanies, the incubator started by venture capitalistsJake Winebaum and Sky Dayton in June, 1999. To be sure, incubators have had their share of successes. "Dogs are built intothe model," Frankel says. "So there's always a built-in cushion for the winnersto fall back on." Safeguard's Nextron, a Web-content management company,filed for a $57.5 million initial public offering on Oct. 9. The company's otherIPO hopefuls include Atlas Commerce, Persona, Mi8, Redleaf,WirelessOnline, and ThinAirApps. ICG hasn't had a public offering since March, but its star performer,industrial-trading portal VerticalNet (VERT ), is slated for profitability nextyear. VerticalNet's revenues have doubled quarter over quarter, up 30% to$73.7 million in its last earnings report. Still, the portal's share price hasdropped 85% this year from its 52-week high of $148.38 and has sunk to anew low of around $9 per share, thanks to its parent's market performance aswell as the depression of its sector. AD-DEPENDENT. CMGI, which in spring 2001 hopes to launch CMGion -- an$80 million network-services venture funded by CMGI, Sun Microsystems,Compaq, and Novell -- might be in more dire straits. Although Wetherell saysCMGI's revenues for fiscal 2001 will climb to $1.65 billion, up more than 90%from last year's $898 million, and will offset $1.4 billion in losses, its two publiccompanies, Engage and Navisite, aren't profitable. The majority of its portfoliocompanies, such as portal AltaVista, rely on advertising revenue -- a businessmodel that hasn't proved to be as lucrative as entrepreneurs had once hoped. CMGI delayed an AltaVista IPO in spring and finally pulled it in fall 2000. OnNov. 9, advertising-delivery service Engage (ENGA ), which analysts sayaccounts for 8.3% of CMGI's market value, warned its first fiscal quarter 2001revenue would fall 22% below the consensus, to $40 million, from $42 million.Engage also announced the resignation of its CEO. Analysts had predictedrevenues of $63 million, compared to $66.7 million for fourth quarter 2000.Engage's share price has dropped 92% in the past year, hitting a 52-week lowof $1.50 per share from a high of $94.50 and is currently trading at around$1.80 per share. Overall, Frankel says CMGI had a track record for getting in early oncompanies such as Lycos and GeoCities. But in the end, its guidance wasn'tstructured enough to provide a good operating model. "I'm not sure CMGI hasmade enough hard decisions," Frankel says. "If they want to be a true operatingcompany, they need to be more focused." It could take 12 months to restoreinvestor confidence, he says, since there are few buyers for advertising-basedbusinesses like AltaVista. In such a hostile market environment, it could be thelongest 12 months of Wetherell's career. By Stefani Eads in New YorkEdited by Beth Belton