joey: Without the exhibits and schedules of the fu
Post# of 36729
Posted On: 04/21/2014 2:00:42 PM
joey: Without the exhibits and schedules of the full merger agreement that were not included in OTC release (which is in fact Exhibit 10 of 8-K), it's impossible to answer that question.
"Under the terms of the Agreement, a copy of which (without exhibits) is attached to this Current Report on Form 8-K as Exhibit 10..."
From Exhibit 10 (OTC release):
"1.9) SK3 Liabilities, Options and Warrants. All of the outstanding liabilities of SKTO at closing of the Merger shall be discharged or otherwise paid or resolved, and all options, warrants, conversion rights or privileges of SKTO which entitle the holder to receive shares of the stock of SKTO shall be cancelled or converted into common stock of SKTO prior to the closing of the merger, except as set forth to the contrary in a list of liabilities, options, warrants, conversion rights or privileges of SKTO which entitle the holder to receive shares of the stock of SKTO, to remain outstanding, due and payable included in Schedule 2.9 of this Agreement, as mutually agreed between SKTO and AEGY prior to Closing."
The above also applies to AEGY.
Schedule 2.9 is missing from Exhibit 10 (the OTC release).
That said, unless otherwise stipulated, in the general case of two companies merging into a 'NewCo', restricted stock will become restricted stock in NewCo. However, they could be tax consequences to vested holders.
It's important to note that, at the 'effective time' of the merger, both SKTO and AEGY as corporate entities will cease to exist. In simple terms, SK3 forms a wholly-owned subsidiary registered in CO called the Acquisition Corp ('NewCo') which will be the surviving entity. Both SK3 and AEGY merge into NewCo. NewCo changes its name and assumes SEC reporting obligations that attached to AEGY. NewCo files a registration statement with SEC for shares to be issued in the merger and applies for new CUSIP, a new ticker symbol, and DTC authorization for electronic trading of common shares.
Prior to closing, NewCo must file a certificate of merger with the respective Secretaries of State of CO, FL, and DE. The 'Effective Time' is the point at which the Certificate of Merger is filed.
Futher notes:
Merger requires approval of AEGY and SKTO shareholders, respectively.
Completion of merger process that results in issuance of publicly and electronically tradable shares in the surviving entity (NewCo) is dependent upon approval of both state and federal regulators.
"Under the terms of the Agreement, a copy of which (without exhibits) is attached to this Current Report on Form 8-K as Exhibit 10..."
From Exhibit 10 (OTC release):
"1.9) SK3 Liabilities, Options and Warrants. All of the outstanding liabilities of SKTO at closing of the Merger shall be discharged or otherwise paid or resolved, and all options, warrants, conversion rights or privileges of SKTO which entitle the holder to receive shares of the stock of SKTO shall be cancelled or converted into common stock of SKTO prior to the closing of the merger, except as set forth to the contrary in a list of liabilities, options, warrants, conversion rights or privileges of SKTO which entitle the holder to receive shares of the stock of SKTO, to remain outstanding, due and payable included in Schedule 2.9 of this Agreement, as mutually agreed between SKTO and AEGY prior to Closing."
The above also applies to AEGY.
Schedule 2.9 is missing from Exhibit 10 (the OTC release).
That said, unless otherwise stipulated, in the general case of two companies merging into a 'NewCo', restricted stock will become restricted stock in NewCo. However, they could be tax consequences to vested holders.
It's important to note that, at the 'effective time' of the merger, both SKTO and AEGY as corporate entities will cease to exist. In simple terms, SK3 forms a wholly-owned subsidiary registered in CO called the Acquisition Corp ('NewCo') which will be the surviving entity. Both SK3 and AEGY merge into NewCo. NewCo changes its name and assumes SEC reporting obligations that attached to AEGY. NewCo files a registration statement with SEC for shares to be issued in the merger and applies for new CUSIP, a new ticker symbol, and DTC authorization for electronic trading of common shares.
Prior to closing, NewCo must file a certificate of merger with the respective Secretaries of State of CO, FL, and DE. The 'Effective Time' is the point at which the Certificate of Merger is filed.
Futher notes:
Merger requires approval of AEGY and SKTO shareholders, respectively.
Completion of merger process that results in issuance of publicly and electronically tradable shares in the surviving entity (NewCo) is dependent upon approval of both state and federal regulators.
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