The "offering" is for "preferred" shares. As these are NOT traded on the open market, they do not dilute any of the ownership of the company.
The preferred shares will be purchased back by the company after 1 year - at a "preferred" price that could net you a minimum of 32% to a maximum of 112%. Not a bad return for the least risky investment in this company (ie: preferred shares get paid before common shares).
The company is making this very generous offer to existing shareholders only. For that reason, and because of some bullsh$t regulations (thank you again, obama!) the company is barred from "soliciting" the general public - hence the offer is right now by "word of mouth".
A small group of shareholders (about 30) met here on Long Island about 3 weeks ago to talk about this offering. There have been other meetings in other places as well. The company's staff has been calling existing shareholders on record and asking them to "spread the word."
Later today, John Sherman is getting together with a small group of shareholders on Long Island to finalize the offering with them.
Again, if interested, and you are an accredited investor ($1 million in assets not including personal residence), or know an accredited investor that you can tell about this offering, you can reach John at 732-766-7115.
For regulatory reasons (thanks again, obama!) the two top shareholders can't take 100% of the offering. Someone a year from now could complain that the deal was too sweet and that it wasn't offered to anyone else but the "big shots". I think it falls under "nepotism" rules.
Bottom line: By many other shareholders taking the remaining 30%, the argument that it was a preferential agreement only available to the big wigs is shot to pieces.
The "new company" is extremely careful about dotting its i's and crossing its t's when it comes to SEC oversight.