Each one in plain English, with the numbers worked through for a shareholder.
9 Jan 2003auditor change● Neutral
On January 6, 2003 Northgate moved its audit to Corbin & Company LLP, a successor firm formed January 1, 2003 by principals of Corbin & Wertz, which transferred substantially all its clients to it. No disagreements are reported. This looks like a routine change of firm rather than a change of auditor personnel (inference).
On May 15, 2002 Northgate dismissed its auditor BDO Seidman, which it had proposed to ratify earlier, and hired Corbin & Wertz for fiscal 2002. BDO was dismissed (it did not resign) and the filing reports no disagreements. BDO's report for the past two years included an explanatory paragraph expressing substantial doubt about the company's ability to continue as a going concern.
The merger the earlier Mcglen filings described closed on March 20, 2002: Lan Plus became a wholly owned subsidiary of the registrant, which renamed itself Northgate Innovations, Inc. (formerly Mcglen Internet Group). Each Lan Plus common share became about 3.12828 Northgate common shares after a 1-for-10 reverse split approved on February 28, 2002. About 9,854,091 common and 1,350,000 preferred shares were issued to former Lan Plus holders, leaving about 18,961,162 common stock equivalents. Andy Teng became Chairman and CEO and Richard Shyu became President. The filing does not explain how TN-K ENERGY GROUP's name relates to this company; the issuer's filings are now under the Northgate name. Lan Plus financial statements and pro forma figures were not yet filed (to follow within 60 days).
Amendment No. 3 to the Mcglen/Lan Plus merger registration statement, filed 11 days after Amendment No. 2. The visible text keeps the same terms as Amendment No. 2 (ten-for-one reverse split contingent on closing, 75,000,000 shares registered, five proposals); no change is visible in the excerpt provided. The filing text does not state TN-K's role.
Amendment No. 2 to the Mcglen/Lan Plus merger registration statement refers to the merger agreement as amended on November 19, 2001. It replaces the authorized-share increase with a proposed ten-for-one reverse split of Mcglen common stock, contingent on the merger closing, and raises the registered shares to 75,000,000 (before the reverse split). Auditor ratification returns, for the year ending December 31, 2001, so there are again five proposals. The filing text does not state TN-K's role.
Amendment No. 1 to the Mcglen/Lan Plus merger registration statement refers to the merger agreement as amended on September 28, 2001. It drops the auditor ratification, leaving four proposals for Mcglen holders (authorized shares to 90,000,000, name change to Northgate Innovations, the stock option plan, directors). The 44,000,000-share registration is unchanged, and the filing text does not state TN-K's role.
The filing is a Form S-4 registration statement by Mcglen Internet Group, Inc., not TN-K itself, covering up to 44,000,000 Mcglen shares to be issued to Lan Plus Corporation shareholders in a proposed merger of a Mcglen subsidiary into Lan Plus. Mcglen holders are asked to vote on raising authorized shares to 90,000,000, renaming the company Northgate Innovations, Inc., a 2000 stock option plan, auditor ratification and directors. The filing text does not say how TN-K is connected to Mcglen or Lan Plus, so its effect on TN-K shareholders is not stated; the meeting dates and share counts are blank.