Yes, it looks like FIBR coughed up nearly 5 million shares of stock to purchase the company BW that Par Chadha was Chairman of. Does anyone know exactly what FIBR got for their 4,879,806 shares?
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BUILDERS WAREHOUSE ASSOCIATION, INC. - In September 1996, the Company acquired all of Builder's Warehouse Association, Inc.'s ("BW") subsidiaries and receivables, which constituted substantially all of its assets, and assumed the obligations under convertible securities then outstanding, through the issuanceof .94 common shares for each currently outstanding share of BW; this transaction resulted in the issuance of 4,879,806 shares. All share amounts for BW transactions have been restated to reflect the .94 share of Osicom received for each share of BW. The acquisition was an acquisition of a company under common control accounted for similar to a pooling of interests which requires the inclusion of the results of operations of BW for all periods presented herein and required BW to changed its year end to that of the Company. (See Note T).
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Who was it that was saying that FIBR just recently got their credit line extended? Wasn't it you Mr. Pawlak? It looks like one of Osicom 's subsidiaries gets credit extended to them by a company called Coast Business Credit. Well, well, well. Looks like Osicom also issued them warrants to buy FIBR stock! WHAT A COMPLETE CROCK! FIBR has to issue warrants to people to get them to lend them money? Are you people just ignorant, naive, or lazy? Reading further along, I notice that other FIBR subsidiaries such as Cray and DPI get financing from this source "Coast".
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On January 31, 1996, the Company's wholly owned subsidiary, Meret,increased its then $5,000 line of credit from Coast Business Credit ("Coast"), an asset based lender, to a maximum of $8,000; the line of credit is collateralized by accounts receivable, inventory and property and equipment. Osicom has guaranteed this line, for which Meret is the borrower, to the extent of $1,000. This line of credit provides for interest at 2.5% over the bank's prime rate but not less than 8% (11.0% at July 31, 1997). In addition, the Company issued to Coast three year warrants to purchase shares of its common stock at the respective market prices at funding: 10,000 shares of its common stock at $3.34 per share expiring June 11, 1998 and 40,000 shares of its common stock at $5.31 per share expiring January 31, 1999. Advances are limited to 80% of eligible accounts receivable and 25% of eligible raw materials and finished goods not to exceed the lesser of $1,000 or 75% of then outstanding accounts receivable loan. The agreement remains in effect until February 1, 1999 and automatically renews for successive additional terms of one year on a continuous basis unless terminated by written notice of either party or by default. Additionally, the agreements provide for term loans more fully described in Note F. Meret paid Coast a $30 origination fee and the quarterly facility fee was increased to $4. The interest rate on the Meret line of credit remained unchanged at 11.0% for the six months ended July 31, 1997. The highest and average amounts outstanding were $3,070 and $2,187, respectively, during the six months ended July 31, 1997.
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Ahh, yes. Here is where it get's interesting folks. It looks to me (correct me if I'm wrong) like certain former officers and directors of BW (the company that Par Chadha used to be Chairman of) were named as defendants in a litigation matter for allegedly committing common law fraud and deceit through the issuance of positive statements. Now I gather that apparently Par wasn't one of the defendants, he just happened to be Chairman of the BW company at some point in time, the same company that was a defendant and had officers and directors of that company listed as a defendants in the litigation. And now I find out that FIBR has purchased this company BW. You do the math folks. Now I'm not going to say that Par engaged in anything illegal. I am going to say though that in my opinion Par and company aren't best suited to run a high tech company like FIBR. I think they are best suited to run a more basic industry such as making license plates.
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LITIGATION
BW and certain former officers and former directors, none of whom have been officers or directors of the Company, are defendants in litigation filed May 1994 seeking unspecified compensatory damages, costs and attorney fees for allegedly violating sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and committing common law fraud and deceit through the issuance of positive statements. The plaintiff, who purports to represent all persons who purchased stock of BW between May 3, 1993 and April 17, 1994, seeks a declaration that this action be determined a class under Federal Rules. The Company believes the matter is without merit as to it, its officers and directors. No provisions for any loss that may result upon the resolution of this matter were made in the audited financial statements of BW for the fiscal year ended May 31, 1996, and the Company did not assume any liabilities of the former officers and directors in this matter in its acquisition agreement with BW. The matter is currently in discovery and the Company believes it is premature to evaluate the likelihood of an unfavorable outcome or the extent of such outcome, if any. |
