Each one in plain English, with the numbers worked through for a shareholder.
1 Feb 2011business combination▲ GoodMajor
The empty shell agreed to merge with Nytis Exploration (USA) Inc. of Denver, which held interests in about 375 gas wells across 264,000 mostly undrilled net acres in six Appalachian and midwestern states. Nytis holders would take roughly 47 million new shares - about 99% of the votes - and replace the entire board, so this was a reverse takeover in everything but name.
The company sold its entire stake in T3 Therapeutics back to the venture for $100,000, closing out the biotech investment it had held since 2002 and leaving an empty listed shell. The separate New York University research funding had already been written down to nothing; proceeds from both were earmarked for the Class A tracking-stock holders rather than ordinary shareholders.
Mahoney Sabol resigned as auditor after eighteen months and Braver P.C. took over. The outgoing firm's opinions had carried a going-concern warning in both years it signed.
The Zimmerman deal closed on 31 August 2007 and the company reincorporated in Delaware by merging its Indiana parent into a new subsidiary. Zimmerman ended up with 14.5% of the shares - a change of control on the filing's own account - and named the board that went with it.
The Zimmerman investment terms were amended twice in April, setting out the shareholder votes needed to complete it: moving the company from Indiana to Delaware, creating a Class A 'tracking' stock for the old medical investments, cutting the par value and electing new directors.
Merchant bank Bernard Zimmerman & Company agreed to put $75,000 into the shell for 75,000 shares plus a ten-year warrant over 250,000 more at $1.00 - the small cheque that began the shell's conversion into an acquisition vehicle.
The company withdrew its audited accounts for the year to March 2005 after finding it had accounted wrongly for its share of T3 Therapeutics' research spending; the restated loss per share widened from 18 cents to 27 cents. For a shell whose only asset was that stake, this was the accounts of the whole business being redone.
Auditor Sallee & Company resigned and Mahoney Sabol & Company was hired in its place - the first of four auditor changes this shell would make in five years.
The company, then an Indiana shell called The St. Lawrence Seaway Corporation, rewrote the terms of its only real asset: a 12.5% preferred stake in T3 Therapeutics, a drug-development venture it had funded with $750,000 back in 2002. Nothing to do with oil and gas yet.