| scoreman |
02-09-2005 08:14 PM |
New iBill owners IBD sold us out already
This is from the January 15th 2005 8k SEC disclosure made by IBD (sorry its long--ive bolded the important part):
In October 2004, the Company acquired a 39.3% minority interest in PMG from the Bell/Staton Group and issued $9.525 million of 10% notes due September 15, 2009 (?10% Notes?), 35,000 shares of Series E convertible preferred stock, 54,500 shares of Series F convertible preferred stock and 45,000 shares of Series G convertible preferred stock (collectively, the ?Transaction Securities?). The Company issued these securities, which remain held in escrow, in exchange for the cash used to acquire the 39% minority interest in PMG. The Series E convertible preferred stock investor is Monarch Pointe Fund Ltd. The Series F convertible preferred stock investors are Castlerigg and Vestcap International Management Ltd. (?Vestcap?). The Series G convertible preferred stock investor is GMI Investment Partners. The reason for the issuance of the notes and three different series of convertible preferred stock in exchange for the cash used to acquire the 39.3% minority interest in PMG was the different needs of the respective investors. As part of its disclosure of these transactions in its Form 8-K dated October 19, 2004, the Company also disclosed that, if for any reason, the AMEX would not approve by January 21, 2005 a listing application for the shares to be issued in the iBill Acquisition, ?the Company would nevertheless close the iBill Acquisition, withdraw from the AMEX and seek to re-list its common stock on the NASDAQ Stock Exchange or the NASD OTC-Bulletin Board. There can be no assurance that the Company will be able to qualify for listing? on NASDAQ or the OTC-Bulletin Board. As of the date hereof, the Company has not submitted, but intends to submit, a listing application for shares of common stock to be issued in the iBill Acquisition. As currently constituted, closing the iBill Acquisition on January 21, 2005 only would involve the issuance of shares of Series D convertible preferred stock.
In anticipation of the acquisition of iBill and to collateralize the Company?s obligations under the $9.525 million of the Company?s 10% Notes and its Series F preferred stock, PHSL and iBill granted to the holders of such 10% Notes and Series F preferred stock subordinated liens and security interests on the iBill equity and assets totaling $14.975 million.
WTF??? 15 million in iBill equity and assets? Did I just read our First Data money being mortgaged off ?
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