Side letter
Post# of 43066
Posted On: 06/07/2014 6:18:03 AM
Hi all.
This is my first message on this board, I have been a member for a while and read a lot of the discussion going on here, Really happy to see an alternative to Ihub which is a total joke. Thanks for providing a good board.
Having looked to the 10 K which initially filled me with horror, I started thinking about the motivation for shutting down production or at least not getting the condensers replaced for the IMHO minimal cost of $200k, I get the feeling that the side letter with the investor group plays a significant role here, as the 10K came out days after the filing about cancelling the side letter and i see no plausible reason why it should have taken so long to file the 10K, unless they deliberately delayed it.
Same with the repair of the plant, why wouldn't they spend the $200K on repairing that instead of filing the 10 K, as the cost is probably more or less the same, which leads me to believe that they deliberately didn't fix the plant either in order to put pressure on the investor group to cancel the side letter.
Someone on Ihub once mentioned that if JBII couldn't find 5 directors within a certain timeframe as described in the 8k filed on the 17th of May 2012 and pasted here
Section 5.4 Qualified Independent Directors.
If fewer than five Qualified Independent Directors shall have been appointed by the one year anniversary of the Closing Date, the Company shall retain, at its own cost and expense, a highly qualified independent expert recruitment firm to develop a list of candidates satisfying the criteria for Qualified Independent Directors. The Company shall use commercially reasonable efforts to obtain such list no later than ninety days after expiration of the twelve month anniversary of the Closing Date or as soon as practicable thereafter. For purposes of the foregoing, (a) a “ Qualified Independent Director ” means an individual who (i) is an Independent Director (as defined below), (ii) has served for at least three years on the board of directors of at least two separate publicly-traded companies in the United States with market capitalization of at least US$700,000,000 (a “ Relevant Company ”), (iii) is currently serving on the board of directors of at least one such Relevant Company and (iv) has not been the defendant in (or an officer or director of an entity that has been a defendant in) any criminal or civil complaint of the SEC or any other material action brought by any Person alleging the violation of any state or Federal securities laws unless such action has been adjudicated pursuant to a non-appealable judgment absolving such Person (or such entity, as applicable) of all wrongdoing and (b) an “ Independent Director ” mean an individual who (i) the Board of Directors or nominating committee thereof has determined is “independent” within the meaning of Listing Rule 5605(a)(2) of The Nasdaq Stock Market.
then JB would have to sell his 1 million preferred shares for a minimal sum to the investor group.
Does anyone have a link to where this is documented, if indeed it is, or is this described in the side letter which the public is not privy too?
If the side letter really was that important, then hopefully the company can now start to move forward.
Any opinions appreciated.
GLTA.
A.H
This is my first message on this board, I have been a member for a while and read a lot of the discussion going on here, Really happy to see an alternative to Ihub which is a total joke. Thanks for providing a good board.
Having looked to the 10 K which initially filled me with horror, I started thinking about the motivation for shutting down production or at least not getting the condensers replaced for the IMHO minimal cost of $200k, I get the feeling that the side letter with the investor group plays a significant role here, as the 10K came out days after the filing about cancelling the side letter and i see no plausible reason why it should have taken so long to file the 10K, unless they deliberately delayed it.
Same with the repair of the plant, why wouldn't they spend the $200K on repairing that instead of filing the 10 K, as the cost is probably more or less the same, which leads me to believe that they deliberately didn't fix the plant either in order to put pressure on the investor group to cancel the side letter.
Someone on Ihub once mentioned that if JBII couldn't find 5 directors within a certain timeframe as described in the 8k filed on the 17th of May 2012 and pasted here
Section 5.4 Qualified Independent Directors.
If fewer than five Qualified Independent Directors shall have been appointed by the one year anniversary of the Closing Date, the Company shall retain, at its own cost and expense, a highly qualified independent expert recruitment firm to develop a list of candidates satisfying the criteria for Qualified Independent Directors. The Company shall use commercially reasonable efforts to obtain such list no later than ninety days after expiration of the twelve month anniversary of the Closing Date or as soon as practicable thereafter. For purposes of the foregoing, (a) a “ Qualified Independent Director ” means an individual who (i) is an Independent Director (as defined below), (ii) has served for at least three years on the board of directors of at least two separate publicly-traded companies in the United States with market capitalization of at least US$700,000,000 (a “ Relevant Company ”), (iii) is currently serving on the board of directors of at least one such Relevant Company and (iv) has not been the defendant in (or an officer or director of an entity that has been a defendant in) any criminal or civil complaint of the SEC or any other material action brought by any Person alleging the violation of any state or Federal securities laws unless such action has been adjudicated pursuant to a non-appealable judgment absolving such Person (or such entity, as applicable) of all wrongdoing and (b) an “ Independent Director ” mean an individual who (i) the Board of Directors or nominating committee thereof has determined is “independent” within the meaning of Listing Rule 5605(a)(2) of The Nasdaq Stock Market.
then JB would have to sell his 1 million preferred shares for a minimal sum to the investor group.
Does anyone have a link to where this is documented, if indeed it is, or is this described in the side letter which the public is not privy too?
If the side letter really was that important, then hopefully the company can now start to move forward.
Any opinions appreciated.
GLTA.
A.H
(0)
(0)