Interesting sound bites from the recent S-1 filing:
The remainder of the Hirsch Series B and C shares are not going to be sold.
"The Company is no longer looking for other investors to purchase the remaining shares of Series B and Series C Preferred Stock pursuant to the Amended Securities Purchase Agreement. The Company's management is in the process of negotiating new investments with other investors. The Company has not yet identified any qualified investors to fulfill the immediate cash requirements of the Company."
The number of shares in the float is NOT what many thought it to be; nowhere near the 1 million shares that has been discussed for months.
"FREELY TRANSFERABLE SHARES. Of the 12,757,188 shares of Common Stock
currently outstanding, approximately 9,401,958 shares are freely
transferable and constitute the "float" in the public market for the
Common Stock. Of the 27,427,188 shares of Common Stock that could be
outstanding after this offering, up to 15,321,958 shares could be
freely transferable and would constitute the "float" in the public
market for the Common Stock."
"RESTRICTED SHARES. Of the 12,757,188 shares of Common Stock currently
outstanding, 3,355,230 shares of Common Stock are "restricted" or
"control" securities within the meaning of Rule 144 under the Securities Act of 1933, as amended (the "Securities Act"). Of the 27,427,188 shares of Common Stock that could be outstanding after this offering, up to 12,105,230 shares could be "restricted" or "control" securities. These restricted securities may not be sold in the absence of registration under the Securities Act, unless an exemption from registration is otherwise available, including the exemption contained in Rule 144.Shares of Common Stock issued from time to time upon the exercise of stock options will be available for sale in the public market, subject to Rule 144 volume limitations applicable to affiliates. See "SHARES ELIGIBLE FOR FUTURE SALE" and "PLAN OF DISTRIBUTION.""
The company has (3) employees, and clearly the CEO is very highly compensated; outrageously compensated in my opinion given the results he has produced for the company's common shareholders. $200,000 plus in salary between INCE and NPCT, plus stock options (exercisable at any moment, except for at this moment they're out of the money).
"EMPLOYEES The Company currently has no employees other than Paul Metzinger, its President and Chief Executive Officer, and Thomas Vander Stel, its Chief Financial Officer and Vice President. The Company has one officer in addition to Messrs. Metzinger and Vander Stel. See "MANAGEMENT." Kristi J. Kampmann (25)Secretary February 1998 to present"
When did NPCT/INCE ever hold shareholder meetings? Are they planning a shareholders meeting in the future? We've been looking for a formal forum to address our concerns over the management of our company for years.
"The directors hold office until the next annual meeting of shareholders and until their successors have been duly elected and qualified. The officers are elected by the Board of Directors at its annual meeting immediately following the shareholders' annual meeting and hold office until they resign or are removed from office. "
Compensation - clearly out of line with reality, and the results provided to the common shareholders of INCE and NPCT.
"(8) Mr. Metzinger did not become an employee of the Company until December 2, 1998, and therefore did not receive a salary from the Company before then. Prior to December 1998, the salary that he received from Intercell was in partial compensation of the services that he performed on behalf of the Company. Commencing January 1, 1999, Mr. Metzinger will receive an annual salary of $150,000 from the Company, pursuant to a written employment agreement that will be executed on such date. Any salary otherwise payable to him by Intercell will be reduced by the amount of salary paid him by the Company. A company owned by Mr. Metzinger (Lumenaria, LLC) received Common Stock valued at $90,000 as payment for consulting services rendered to the Company. See "CERTAIN TRANSACTIONS."
(9)In connection with the Company's acquisition of the PI Technology, options to purchase 1,000,000 shares of Common Stock were granted to Mr. Metzinger on February 26, 1998, which options are immediately exercisable at a price of $0.3250 and expire on February 26, 2008. See "CERTAIN TRANSACTIONS." Options to purchase 500,000 shares of Common Stock were granted to Mr. Metzinger on February 27, 1998, which options are immediately exercisable at a price of $0.3250 and expire on February 27, 2008. " |
