Holy Cow, if I didn't see it with my own eyes I wouldn't believe it. This has to be without a doubt the single best PR TSIG has put out since I been here. Every PR to date leaves more to your imagination than it informs. They have seriously improved since Golin Harris, but this one finally is written for the audience. And it is informative… finally. A light at the end of the PR tunnel.
However, there appears to be a few questions.
Let's take it buy the numbers;
(BSNS WIRE) TSIG.com Files Registration Statement Pursuant to Terms of C TSIG.com Files Registration Statement Pursuant to Terms of Convertible Debenture Agreement
Business Editors/Technology Writers
ST. PETERSBURG, Fla.--(BUSINESS WIRE)--May 7, 1999--On May 7, 1999, TeleServices International Group (OTC BB:TSIG), known as TSIG.com, filed a registration statement NB It appears that they are 3 weeks late and will suffer a liquidated damages effect of 2.5% additional discount against share price on the date of conversion. If the price has moved north far enough by the time of actual conversion it should mean nothing.under Form SB-2 with the Securities and Exchange Commission to register (1) approximately 49 million shares of common stock that certain security holders have acquired or may acquire NB pay attention folks, only may acquire. upon conversion of up to $5.2 million of convertible debentures and (2) approximately 1.5 million shares from the exercise of warrants. NB Nothing new here… same ol, same ol…
The company was required to file this registration statement pursuant to the terms of the Registration Rights Agreements under the several Debenture Purchase Agreements. The company would have to issue some or all of these shares, unless the debenture holders elect not to convert their debentures or the company arranges to prepay the debentures with other proceeds. NB Now here's where they got a bit Gordonesque… “slick” to the rest of you townies. “Arranges? Arranges my butt. The way I read the PP the PP holders have the exclusive right to take cash or shares. However there may be real reasons for them to want to take cash but exculsively at their option.
The funding will support the company's new business direction in the eBusiness market.
The number of shares registered assumes, conservatively, a conversion price of only $0.10 per share for debentures not yet converted. NB Nothing new here, except don't confuse this to mean a floor. That was a nice piece of deception already perpetrated upon all of us, especially Marty. That was one of the big lies that has been purported to have been told to shareholders by none other than… guess who? On the other hand it's highly unlikely that 10 cents is anywhere in our future if the rumored deal involving Mr. Guild was successfully consumated this week. Additionally if the UK deal ever gets fully understood much less executed, these 27 cent share deals will be a great story in the near future. Especially if Mr. Gordon is as inteligent as we think and steps upstairs in favor of John or James.If the debentures were to be converted when the stock price
of TSIG.com is at today's level or higher, the company would have to issue many fewer shares than the company has included in the registration statement. NB This is absolute truth. At last something I cannot take issue with. It's in the original PP and is again nothing new. For example, if TSIG.com's stock were trading at $3.00 and the debentures were convertible at a 30% discount, NB Careful, because the original registration requirement was to be 4/15/99 TSIG has already suffered a 2.5% additional discount to 32.5% for being late, unless someone, the PP holders, gave us a free pass. then the company would have to issue approximately 2.5 million shares (and not 49 million) for a financing of $5.2 million. NB Once again this is absolutely correct. If, if, if, if, and another if. If Mr. Gordon steps up to being just Chairman of the board, appoints J Hwang to CEO, or James Guild to CEO and J Hwang to president, and repudiates his, Gordon's rigged loan agreement this could probably happen within weeks or a month or so. And then we'd be off to the races. Is there anyone here that wouldn't like a higher share price??
To date, TSIG.com has approximately 80,000,000 shares NB Now here's where Mr. Gordon's dealmaking gets us all into trouble. Even the friggin company doesn't know how many friggin shares are outstanding. Is it 76 mill, or 93 mill as per the TA, or 80 mill as per the maybe here, or whatever. It's so gd confusing, and all because, at least mostly because of Gordon lining his own pockets with shares from his personal loan deals. While we're here let's take a side trip. Dijya ever see this one? This is from a '96 TSIG SEC filing. Be clear, it's not a continuation of this PR, it's from a years earlier SEC filing.
“De ja vous all over again…"
VISITORS SERVICES, INC. NOTES TO FINANCIAL STATEMENTS June 30, 1996 (Unaudited), June 30, 1995 (Unaudited), September 30, 1995 and September 30, 1994 (3) Basis of Presentation - Going Concern The accompanying financial statements have been prepared in conformity with generally accepted accounting principles, which contemplates continuation of the Company as a going concern. However, the Company has sustained recurring operating losses since its inception. Management is attempting to raise additional capital and has, subsequent to June 30, 1996, converted certain loans from related parties to equity. In view of these matters, realization of certain assets in the accompanying balance sheet is dependent upon continued operations of the Company, which in turn is dependent upon the Company's ability to meet its financial requirements, raise additional capital, and the success of its future operations. Management believes that its ability to raise additional capital provides the opportunity for the Company to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
And now , picking up right where we left off, Back to the Future
outstanding of the 100,000,000 authorized shares. Because the number of shares the company may have to issue when debentures are converted depends on the market price of the common stock, we may be required to issue more shares than we have authorized. NBWe already knew that, no big deal here. It's already in the share price, er… was in the share price. To increase the number of authorized shares requires shareholder approval. The company is considering NBI love this word. Like when you're dealing with such a predictable personality as RG. Consider?. Hell... he'll just check with the attorneys and do whatever he can get away with. calling a special shareholders' meeting to do this before it has issued all the authorized shares.
"This convertible debenture financing has been critical in helping TSIG.com build its infrastructure and support its growth into the eBusiness market," said Robert Gordon, chairman and CEO of TSIG.com. "As a result, we expect to generate significant revenues and profits by the fourth quarter. NB As I check the records, you've been promising this for years . Always just around the corner. Well, looking at what's going on, even I can accept that TSIG will generate dough pretty soon. But it would be a lot sooner if you would move to the room at the top of the stairs. And it'd better be sooner. You ain't got that much time!! If we achieve even our most conservative business goals, we would expect the debentures to be converted into far fewer shares than we have registered, if in fact they are ever converted at all." NB Good point, but remember TSIG's not in control of that. Share price developed from efficient execution and revenue turned into profits will dictate the best interests of the PP holders. Right now you're way behind schedule. Let John do it!!
This is one of the clearest written PR's to date. Really no new news except a confirmation that the National Music Foundation, the Babe Ruth deal, the Lifetime Learning deal, Phil Espo, and so many others announced haven't run a bloody dime into the company's coffers. Now let's understand something. It's the same ol same ol. If Mr. Gordon really knew how to make money where the bux hit the accounts receivable TSIG would be at least breaking even by now. If he and we really want to succeed then he's got to come to the realization that he should go smell the flowers and let John do it. Let James do it.
Seriously, TSIG would probably be making a pile of dough from just these deals if it weren't for some inexplicable reason. Inexplicable that is, until you look at the past 10 year history of Mr. Gordon.
Bottom line, if only a fraction of what's rumored to happen happens we'll do alright. Don't you want more than "alright?"
About TSIG.com
Headquartered in St. Petersburg, Florida, TSIG.com provides outsourced products and services to help companies quickly and easily build an online presence. TSIG.com's proven offerings include pre-packaged Web storefronts, industry-leading customer service and support, and innovative marketing programs to build and retain site traffic. This gives companies everything they need to have a Web store without the excessive startup costs, complex support issues, lengthy implementation schedules and customer service problems associated with creating and maintaining e-commerce sites today. The company recently launched myMusicCard.com, an online site utilizing all of the company's products and services, at mymusiccard.com. For more information on TSIG.com, please visit the company's website at tsig.com.
This press release contains "forward-looking statements" within the meaning of Section 27A of the 1933 Securities Act and Section 21E of the 1934 Securities Exchange Act. Actual results could differ
materially, as the result of such factors as (1) competition in the markets for online services, for the products and services sold by the company, and for outsourced teleservices, (2) the ability of the company to execute its plans, (3) the availability of financing at favorable terms, (4) the vagaries of the securities markets and the unpredictability of stock prices, and (5) other factors detailed in the company's public filings with the SEC.
--30--pp/mi*
CONTACT: Golin/Harris International, San Francisco
Sean Kauppinen, 415/808-9800
skauppinen@tsig.com
or
TSIG.com, St. Petersburg
Paul Henry, 727/897-4000
phenry@tsig.com
KEYWORD: FLORIDA
INDUSTRY KEYWORD: COMED COMPUTERS/ELECTRONICS TELECOMMUNICATIONS
INTERACTIVE/MULTIMEDIA/INTERNET
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