AWC Financial Information (Community)

AWC Financial Information // Community

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builderz

Jul 8, 2002, 12:10am
Take this information however you wish. I am not implying anything
positive or negative regarding AWC's financial status with this post. I
merely thought some of the things below appear "interesting."

- As of July 5, 2002, AWC's stock price closed at 16 cents per share.
AWC's 52-week low was 10 cents per share (from Yahoo! Finance).

- AWC is currently listed on the Nasdaq SmallCap Market (from Yahoo!
Finance).

- A six month chart of AWC's stock:
http://finance.yahoo.com/q?s=AWLD&d=c&k=c1&a=v&p=s&t=6m&l=on&z=m&q=l

- AWC's market capital is 1.4 million dollars (from Yahoo! Finance).

- Since the beginning of 2002, AWC stock has not closed above one dollar
per share.
(from
http://table.finance.yahoo.com/d?a=1&b=01&c=02&d=7&e=07&f=02&g=d&s=awld)

- AWC has or had six employees (from Market Guide).

- AWC Financial Snapshot (from the WSJ)
<
http://online.wsj.com/tafkam/public/resources/cgi-bin/public-financial-snapshot.cgi?route=BOH&template=public-financial-snapshot&ambiguous-purchase-template=public-symbol-ambiguity&profile-name=Portfolio1&profile-version=3.0&profile-type=Portfolio&profile-format-action=include&profile-read-action=skip-read&profile-write-action=skip-write&transform-value-quote-search=awld&type=symbol&nvp-companion-p-type=usstock%20usfund&transform-name-quote-search=nvp-set-p-sym&p-sym=&p-name=&profile-end=Portfolio
>

- During the end of AWC'S 03/31/02 quarter, AWC made $138,000.00 in
revenue. They had a net loss of $286,000.00. Their revenues reflected
increased licensing registration fees.
(from http://biz.yahoo.com/p/a/awld.html)

- In the fiscal year of 2001, AWC CEO (Richard F. Noll) and AWC CFO
(J.P. McCormick) both had a $150,000.00 salary.
(from http://biz.yahoo.com/p/a/awld.html)

- On April 29, 2002, Mr. Noll and Mr. McCormick each sold 600,000 shares
of stock at 46 cents per share to X3D Technologies Incorporated. The
combined value of the shares they sold is over $500,000.00 (from
Thompson Financial).

- The following information is from
http://www.edgar-online.com/bin/edgardoc/finSys_main.asp?dcn=0001116502-02-000832:

o There are 8,600,088 shares of AWC common stock outstanding.

o X3D Technologies Incorporated owns about 14% of AWC common stock
(around 1,200,000 shares).

o J.P. McCormick is the "Chairman of the Board" at AWC.

o A special meeting of the stockholders of AWC will take place on July
8, 2002 regarding whether or not to remove Alex M. Adelson and Bruce
Judson from the Board of Directors.

o "The Special Meeting noticed hereby was requested by John Textor,
chief executive officer of X3D Technologies, Inc. ("X3D"), a Florida
corporation located at 2401 PGA Boulevard, Palm Beach Gardens, FL 33410.

As set forth in the Schedule 13D/A, on April 29, 2002 X3D purchased a
total of 1,200,000 shares of the Company's common stock from Messrs.
J.P. McCormick and Richard F. Noll or, 600,000 shares from each. Messrs.
McCormick and Noll are officers and directors of the Company and its
largest stockholders (the "Management Directors"). The purchase price of
the stock was $0.15 per share for a total of $180,000. On April 29,
2002, X3D also purchased 100 shares of the Company in the open market at
the purchase price of $0.46 per share. X3D stated its purpose in
entering into the transaction was to maximize the value of its
investment in the Company. It alleged that our board of directors had
failed to act on its proposal to merge into the Company (described
below) and our board of directors has caused us to fail to preserve our
Nasdaq listing as described below.

X3D had presented a proposal through which it would merge into the
Company in exchange for 40% of its outstanding common stock. X3D also
presented a proposal from an investor to invest $1,000,000 into the
Company. Our board of directors never considered the X3D merger proposal
because the Independent Directors never received what they considered to
be sufficient information concerning X3D. However, on June 6, 2002, X3D
withdrew its merger proposal, but not the related financing offer.

The Company's board of directors consists of five persons consisting of
the two Management Directors and the three Independent Directors. On May
20, 2002, X3D requested that the Company call a special meeting of its
stockholders for the purposes of removing Alexander M. Adelson and Bruce
Judson (two of the three Independent Directors) from the Company's board
of directors. If the X3D proposal passes, the Company will have three
directors. The Independent Directors blocked the efforts of the
Management Directors to approve the acquisition of X3D by the Company.
Since the two Management Directors have stated to the Independent
Directors that they favor an acquisition proposal submitted by X3D, the
effect of a vote to remove the two Independent Directors may be to
permit the Company to acquire X3D in the future if X3D renews its merger
proposal. The Management Directors would favor a proposal which keeps
the Nasdaq listing.

The Management Directors, while in favor of acquiring X3D in their roles
as directors, have declined to state how they will vote at the Special
Meeting."

o "On May 20, 2002 the Company received a Written Notice of Staff
Determination from Nasdaq that, as a result of the Company's failure to
comply with the applicable continued listing requirements, the Company's
common stock would be delisted from the Nasdaq SmallCap Market at the
opening of business on May 29, 2002, unless such delisting was stayed by
the Company requesting before such date an appeal of the Staff's
delisting determination. The Company has filed an appeal which is
scheduled to be heard on July 11, 2002. The Nasdaq notice stated that
the Staff's determination was based on the Company's failure to comply
with Nasdaq Marketplace Rule 4310(c)(2)(B) which states that for
"continued inclusion, the issuer shall maintain: (i) stockholders'
equity of $2.5 million; (ii) market capitalization of $35 million; or
(iii) net income from continuing operations of $500,000 in the most
recently completed fiscal year or two of the last three most recently
completed fiscal years." The Nasdaq notice also stated that the bid
price of the Company's common stock had closed below $1 per share for 30
consecutive trading days, and, accordingly, that it did not comply with
MarketPlace Rule 4310(c)(4)."

o "Nasdaq also advised the Company that effectiveness of the merger
between Activeworlds and Aladdin Systems Holdings, Inc., ("Aladdin") as
proposed in a previously announced nonbinding letter of intent, would
not cause Activeworlds to satisfy the Nasdaq SmallCap Market continued
listing requirements. Such continued listing was a condition to the
proposed merger with Aladdin.

Aladdin recently presented an updated merger proposal and financing
offer, neither of which met the criteria established by the board of
directors. In its letter of June 6th, X3D outlined a possible
acquisition proposal from a third party. We intend to review this
possible transaction. It is unclear whether it will have any impact on
our Nasdaq listing."

o "On May 29, 2002, minority stockholders of the Company filed suit
for injunctive relief and damages against the Management Directors
allegedly in their capacity as controlling stockholders of the Company.
The lawsuit alleges that they, in their capacity as controlling
stockholders, have breached their fiduciary duties owed to the Company
and minority stockholders by taking action designed solely to benefit
themselves at the expense of the minority stockholders and the Company.
Specifically, the lawsuit alleges that the Management Directors have
acted in concert to block the merger with Aladdin with the sole motive
of retaining their management positions. The lawsuit alleges that they
have threatened to vote their controlling shares against the Aladdin
merger, have sold a block of their own stock to X3D, a direct competitor
of the Company, for approximately 75% below the then market price for
such shares thereby devaluing the shares of the Company, provided X3D
access to confidential information of the Company and given X3D a
foothold in the Company with a view to taking it over. The Company has
already turned down a merger with X3D. The lawsuit further alleges that
the Management Directors and X3D have threatened to call a stockholders
meeting to approve a merger of the Company with X3D in contravention of
the will of the majority of the Company's board of directors. The
Delaware Chancery Court denied the plaintiffs' motion for temporary
injunctive and other relief."

-Builderz

just in

Jul 8, 2002, 6:09am
WOW - seems like a lot of wheeling and dealing going on, and I would really
love to be a "fly on the wall", but as simply a user of the AW Broswer I
realise none of this is my concern - still I can't help being curious.

Although not appearing as a major threat to AWC's operations, the legal
action cannot help what must already be a very strained and tight budget.

~ Justin


[View Quote]

goober king

Jul 8, 2002, 10:26am
Not sure what the point of posting all this was, especially considering
it's all old news (Or at least it would be if everyone was reading
AWNews.com on a regular basis *hint hint*).

[View Quote] >

> <snip>


--
Goober King
Why can't any quote *us*?!
rar1 at acsu.buffalo.edu

builderz

Jul 8, 2002, 3:00pm
Just trying to make sure that everyone is on the same page, Goober. That
is, if they are curious as to AWC's status financially. I didn't see a
newsgroup posting regarding most of what was contained in the post, so I
made it. Like I said, you can take it anyway you want. I'm not trying to
lower AWC's stock price or "take them down." I'll still be using AW
until the very last day they go belly up. It is just information
provided to users. Users can make up their own minds and do whatever
they want with the information provided. I have just taken public
information and compiled it into one place. The reader can make certain
connections with that information or not.

Yes, Goober, some of it is old news. While a great deal of things in my
post are also news items on AWNews.com, some are not.

-Builderz

[View Quote]

linn

Jul 9, 2002, 9:03am
omg goob if you cant say something nice just dont SAY! i am soooo sick
you your "down" side sigh
[View Quote]

wizard myrddin

Jul 9, 2002, 9:15am
I think its just the old aw thing of
"I know better then you fooey dooey"

Good job we not all as perfect as this person.

[View Quote]

linn

Jul 9, 2002, 9:23am
LOL right if only we could ALL fool ourselves so well
[View Quote]

goober king

Jul 9, 2002, 10:37pm
Yet you continue to read my posts....

And how was that post "down"? I was just questioning why he posted it,
given that the information was (for the most part) already known. He
answered my question, and I was satisfied with his answer (hence my lack
of response).

Would you rather I drown my posts in smileys and emotes?

[View Quote] > omg goob if you cant say something nice just dont SAY! i am soooo sick
> you your "down" side sigh
[View Quote]
--
Goober King
There's another masochist on the loose!
rar1 at acsu.buffalo.edu

sw chris

Jul 10, 2002, 9:36pm
That excuse is really no excuse at all.

SW Chris

[View Quote]

goober king

Jul 10, 2002, 11:02pm
Excuse for what? I didn't know what the point of posting all that
information was, Builderz told me, end of story. Why is this so hard for
people to grasp?

[View Quote] > That excuse is really no excuse at all.
>
> SW Chris
>
[View Quote]
--
Goober King
Maybe newsgroupers really *can't* leave well enough alone...
rar1 at acsu.buffalo.edu

linn

Jul 11, 2002, 12:12am
it isn't what IS hard for some of to undestand is why YOU think everyone
didn't need the info there ARE others online goob or is it eep hummmm
[View Quote]

goober king

Jul 11, 2002, 1:00am
*sigh* Maybe Eep was right: Some people need to go back to Reading
Comprehension 101...

I never said people didn't *need* the information. All I was trying to
get across was that most of the information had already been made
available by other means a long time ago.

Still, I give up. I can only say the same thing so many different ways.
If you still don't get it, then I guess there's nothing I can do to help
you understand. *shrug*

[View Quote] > it isn't what IS hard for some of to undestand is why YOU think everyone
> didn't need the info there ARE others online goob or is it eep hummmm
[View Quote]
--
Goober King
This has been your Retro-Eep moment for the week...
rar1 at acsu.buffalo.edu

wizard myrddin

Jul 11, 2002, 1:21am
Pity we all don't live in this perfect world.


[View Quote]

linn

Jul 11, 2002, 3:48pm
pity so many have to say the same thing to goob how many times??? and dont
talk to me about class101 LOL Robert!!!! i said YOU do not have to be
rude all the time get it????
[View Quote]

kah

Jul 12, 2002, 1:23pm
"linn" <ironhead at digitalpassage.com> wrote in
news:3d2ce99b at server1.Activeworlds.com:

> it isn't what IS hard for some of to undestand is why YOU think
> everyone didn't need the info there ARE others online goob or is

Please calm down guys, now it's YOU that are prosecuting Goober King, we
don't want that, do we? So if you wanna argue with him at least do it over
email or in AW :-))

KAH

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