To: Shawn Springer who wrote (860 ) 6/17/1998 11:08:00 PM From: Binder Respond to of 7039
<The only thing MIDL has to offer anyone now is an easy way to become Public quickly> I can only offer you my own personal experience here. We (meaning my family) have been "toying" with the idea of taking our company public for the past 2-3 years. The intent is to raise capital for a couple of spin-off projects, and to finance the development of a new division within our industry (Construction/Real Estate Dev.). We have consulted with a couple of firms, and very briefly with an attorney who specializes in this regarding the concept, and from what we have discovered, a reverse merger into an existing shell is BY FAR the easiest and cheapest way to do it. You can negotiate the cost to your company with the shell. If you want a grandiose introduction into the market, this is probably not the way to go. However, for companies simply wanting to accomplish their goals and concentrate on the business of the company, it is, in my opinion the only way to go. The point that I am trying to make is that I don't think you should discount the value an empty shell has to offer. It is an excellent tool for an up and coming company to prove itself to be a diamond in the rough. I think it is important that Spriggs, Fisher, Arcon, and DF-144 be considered "non-entities" as far as Midland is concerned. Unless or until Spriggs gets his stuff together, they are no longer a factor in the future performance of this company. At the present time, the only likely consequence of these events would be legal fees. However, (and this is IMPORTANT) Midland would be on the Plaintiff end of any action, and not necessarily the Defendant end. (I say this because the wronged parties here ARE the shareholders of Midland, and if legal action were brought, we would essentially be suing ourselves.) Therefore, the shareholders and/or BOD would be able to set the limit on legal fees...in other words, decide when enough is enough, and whether or not the pursuit of recovery is worth the expense. Since the marriage of MIDL and Arcon was never consumated, it has been nullified. Therefore, the Arcon BOD would have had to remain intact, with Fisher as chairman. There was NEVER an OFFICIAL merger because the SHAREHOLDERS NEVER VOTED ON IT. Arcon was the one who misrepresented itself to MIDL. Arcon is where the buck stops. I am not an attorney, and this is just my opinion. However, I do have a strong background in contract law and legal liability issues. :-) Binder