The reverse split is in the 8K filed on 12-8-98: ALong with the
issuance of stock
The Reorganization Agreement calls for the immediate change of the name of the
Company to CBQ, Inc., and the immediate effectuation of a reverse one for four
(1:4) common share split. The Company has initiated this process and anticipates
that the name change and reverse split should become effective during the first
or second week of December, 1998. All further references in this report are to
post-split share figures.
The Company, under the Reorganization Agreement, issued 18,000,000 common shares
and 70,000 shares of the Class A: Redeemable, Convertible Preferred Stock of the
Company to the shareholders of CyberQuest in exchange for the issued and
outstanding shares of this subsidiary. Pursuant to the Reorganization Agreement
the existing director and sole executive officer resigned and the Company
appointed Messrs. Michael Sheriff (Chairman), James E. Malone and R.J. Pipes as
directors. Mr. Sheriff was then appointed Chief Executive Officer, Mr. Malone
President and Treasurer and Mr. William J. Flannery Secretary.
The Series A Preferred Stock issued under the Reorganization Agreement consists
of 70,000 shares with a stated price of $10 per share, and has the following
features: (a) Dividend - None. (b) Conversion - None. (C) Redemption - Elective
and cumulative as follows: (1) from and after November 19, 1998, and up to and
including November 18, 1999, the Company may redeem, at any time and from time
to time, all or any portion of up to 7,000 preferred shares at a price of $10
per share; (2) from and after November 19, 1999, and up to and including
November 18, 2000, the Company may redeem, at any time and from time to time,
all or any portion of (y) the preferred shares not redeemed under (1) and (z) up
to an additional 14,000 preferred shares at a price of $11.00 per share; (3)
from and after November 19, 2000, and up to and including November 18, 2001, the
Company may redeem, at any time and from time to time, all or any portion of (y)
those preferred shares not redeemed under (1) and (2) and (z) up to an
additional 21,000 preferred shares at a price of $12.00 per share; and (4) from
and after November 19, 2001, and up to and including November 18, 2002, the
Company may redeem, at any time and from time to time, all or any portion of (y)
those preferred shares not redeemed under (1), (2) and (3) and (z) up to an
additional 28,000 preferred shares at a price of $13.00 per share. (d)
Liquidation Preference - None. (e) Sinking Fund - None. (f) Voting Rights -
None. (g) Additional Provisions - In the event that the Company offers and sells
at any time during which any shares of Preferred Stock remain outstanding any
share of common stock of the Company at a price of less than $5.00 per share on
a private, non-registered basis, the Company will grant to the holder(s) of any
then outstanding shares of Preferred Stock a warrant allowing the acquisition of
one share of common stock for each ten shares of common stock issued and sold.
The warrant will be exercisable for a period of one (1) year after grant at the
price for which the shares of common stock causing the imposition of this
provision were issued and sold.
The OS shares and float is in the 10K filed 4-15-99. I calculated
the float as follows from information in the flilings.
As of April 9, 1999, there were approximately 21,275,332 shares outstanding.
Title of Class Name of Number of Shares
Beneficial Owner
Percent of Class(1)
Common Stock CyberQuest Ltd. 1,880,000 8.88%(2)
Common Stock Michael Sheriff 900,000 4.42% (2)
Common Stock Joseph Pipes 1,800,000 8.88% (2)
Common Stock Tony Benton 436,577 2.4%
Common Stock Greg Allen 436,577 2.4%
Common Stock Lynn Elliott 3,496,050 16.24%
Common Stock Cynthia Jared 3,496,050 16.24%
Common Stock R. Wayne Duke 3,496,050 16.24%
Common Stock Midland, Inc. 1,315,800 6.40%
Directors and Executive 3,653,114 17.25%Officers as a Group:
The above equates to 20,910,218 2 year restricted ... Take the OS
which 21,275,332 - 20,910,218 leaves 365,114 in the float. Now
without going through every document I will merely summarize my figures.
There is approx, 711,000 in the float which are available to be free
trading of which 200K I am told is in lost shareholders from the old
Freedom Funding that have yet to turn in their old cetificates for
CBQI stock at a 4:1 RS leaving 511K free trading in broker houses.
There is an S8 last year which has another 200,000 shares in
friendly company hands I am told leaving 311K in the freetrading
of which their is an apparent 240K short position of which these
guys held part of ....
Hope this helps but everything is in the filings.
NOW DO NOT TAKE MY MATH or WORD ... DO YOUR OWN DD.
:-)
GB |
