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Jul 12, 2002, 9:45pm

What happened? It supposedly took place on 7/8. AWCers have been noticeably absent from AW so I'm wondering if they're just all on vacation or has AW been sold to X3D (assuming the vote got rid of the 2 opposing independent directors and X3D reproposed the "merger"-buyout that quick)?

Jul 12, 2002, 9:50pm

http://www.sec.gov/Archives/edgar/data/1089531/000111650202000961/activeworl
d-8k.txt


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Jul 12, 2002, 9:51pm

You'll have to cut and paste that last bit...long URL.

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Jul 12, 2002, 10:02pm

Increase your line length and it won't be a problem.

[View Quote] > You'll have to cut and paste that last bit...long URL.
>
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Jul 12, 2002, 10:04pm

Wow, so long to Rick and JP!

"Messrs. McCormick and Noll immediately resigned as officers and directors and terminated their employment agreements effective immediately;"

Cool! Now maybe AW will actually start GOING somewhere!

[View Quote] > http://www.sec.gov/Archives/edgar/data/1089531/000111650202000961/activeworld-8k.txt
>
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Jul 12, 2002, 10:16pm

That doesn't say the results of the vote though. Seems like it didn't go through as Rick and JP hoped, so they just bailed. <chuckle>

[View Quote] > http://www.sec.gov/Archives/edgar/data/1089531/000111650202000961/activeworl
> d-8k.txt
>
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Jul 12, 2002, 10:36pm

Oh damn.. this is scaring the bejesuz out of me..

" Prior to the resignations of McCormick and Noll, the three
independent
directors strongly believed Activeworlds, Inc. and its business model were
not
in the best interests of the Company's stockholders as evidenced by the
Company's continuing losses. The Company is seeking to acquire an operating
business in a reverse merger transaction which has the potential to create
stockholder value."

Stockholders = Want Money = Resources taken away from AW = Prices may
increase.

I see this as a BIG problem, I actually started to like Rick.

Jul 12, 2002, 10:37pm

In a galaxy far far away, known as community, an identify claiming to
be known as "eep" <eepNOSPAM at tnlc.com> scribed the following:
>Wow, so long to Rick and JP!
>
>"Messrs. McCormick and Noll immediately resigned as officers and directors and terminated their employment agreements effective immediately;"
>
>Cool! Now maybe AW will actually start GOING somewhere!

Or this means the end of AW? We'll see what happens...

,,,,,
(o o)
/--------------ooO--(_)--Ooo--------------\
| Anduin (317281) |
| o The Gorean Scribe |
| o http://www.anduin-lothario.com |
| o It wasn't me, it was the one I'm in! |
\--------------ooO-------Ooo--------------/

Jul 12, 2002, 10:38pm

I have to wonder if Rick and JP still don't own AW because of this statement: "McCormick and Noll shall acquire the entire business of the Company but not its existing litigation against Juno.com and its remaining cash balances of approximately $630,000;" which implies they're still in control of AW? So confusing!

[View Quote] > Oh damn.. this is scaring the bejesuz out of me..
>
> " Prior to the resignations of McCormick and Noll, the three
> independent
> directors strongly believed Activeworlds, Inc. and its business model were
> not
> in the best interests of the Company's stockholders as evidenced by the
> Company's continuing losses. The Company is seeking to acquire an operating
> business in a reverse merger transaction which has the potential to create
> stockholder value."
>
> Stockholders = Want Money = Resources taken away from AW = Prices may
> increase.
>
> I see this as a BIG problem, I actually started to like Rick.

Jul 12, 2002, 10:39pm

Yes, I was confused by that bit 2... time for awc's new management to make a
statement on the website and / or Newsgroups....

- Me

Jul 12, 2002, 10:57pm

I think this may be the beginning of new managment for AW.

Jul 12, 2002, 10:58pm

Could someone with some business knowledge please fill us all in in on what
this document is saying. I, for one, don't understand business bafflegab.
After reading it, it looks to me like either 1) Rick and JP are still with
AWC, 2) Rick and JP are no longer with AWC, or 3) Rick and JP are no longer
with AWC but might be be with AWC again. Speaking in general, it's no
wonder companies can "cook" the books to the tune of billions of $ these
days.....few people can figure out what the hell is going on with them.

NoMad 1


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Jul 12, 2002, 11:01pm

Yer think? lol

Carl in his infinate lack of wisdom said:
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Jul 12, 2002, 11:07pm

Thanks for the tip, captain obvious

--
-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-
A message from Zeo Toxion
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Jul 12, 2002, 11:13pm

Well, which way?

What is this, 5 down (*counts with fingers* Luc, Roland, Hammy, Rick, JP*)
If Flagg and Mountain Myst goes, it's a crowd.

I don't understand the full story at all, I hope to one day though. It's
like widdling the staff away. Why is everyone leaving, business-wise? I
think there's a lot of questions the SEC fails to answer. And can anyone
tell me who Judson and the other guy is? Judson sounds familiar, but do we
have any information or history on both of them? Maybe then we can find the
answer to where AW's going.

--
From the Newbie's Guide to the AW NG:

"Nornny11 - The original wishy-washy man, this one can actually insult you
and compliment you in the same breath, and in the end say absolutely
nothing! What a talent!"
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Jul 12, 2002, 11:16pm

http://activeworlds.com/info/directors.asp but good luck getting in touch with them.

[View Quote] > Well, which way?
>
> What is this, 5 down (*counts with fingers* Luc, Roland, Hammy, Rick, JP*)
> If Flagg and Mountain Myst goes, it's a crowd.
>
> I don't understand the full story at all, I hope to one day though. It's
> like widdling the staff away. Why is everyone leaving, business-wise? I
> think there's a lot of questions the SEC fails to answer. And can anyone
> tell me who Judson and the other guy is? Judson sounds familiar, but do we
> have any information or history on both of them? Maybe then we can find the
> answer to where AW's going.
>
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Jul 12, 2002, 11:22pm

Sorry. I'll shutup Mr Toxic

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Jul 12, 2002, 11:25pm

Bruce Judson (get-rich-quick schemer--smells like spam): http://www.growyourprofits.com

Sean Deson (board of director slut): http://www.iowave.com/ionews/Board%20Changes_032202.htm ("Sean Deson is currently the Managing Director of Deson & Co. and the Managing Partner of Deson Ventures. Mr. Deson is involved in private equity investing through both entities. Mr. Deson previously was Senior Vice President of Donaldson, Lufkin & Jenrette’s Technology Investment Banking. In addition, Mr. Deson serves on the Board of Directors of FASTXchange, LiquidXS, Systemsfusion, Activeworlds, Technology Flavors and Fragrances, and industry2industry.")

Dunno about Alex Adelson.

[View Quote] > think there's a lot of questions the SEC fails to answer. And can anyone
> tell me who Judson and the other guy is? Judson sounds familiar, but do we
> have any information or history on both of them? Maybe then we can find the
> answer to where AW's going.

Jul 12, 2002, 11:47pm

http://old.edgarpro.com/edgar_conv_html/2002/07/12/0001116502-02-000961.html

That's the long version. Still trying to figure out what it all means.
For instance, it says that Rick and JP are still CEO/CFO of
Activeworlds, Inc. (a Nevada company), which is a subsidiary of
ActiveWorlds Corp. (a Delaware company). How does that make sense?!

[View Quote] > http://www.sec.gov/Archives/edgar/data/1089531/000111650202000961/activeworl
> d-8k.txt
>
>
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--
Goober King
Ye gods, it's too much!
rar1 at acsu.buffalo.edu

Jul 13, 2002, 12:43am

http://awnews.com/html/modules.php?op=modload&name=News&file=article&sid=301

Ok, think I managed to decipher it, or at least get all the important parts into perspective. Too bad there's never a business lawyer around
when you need one! :P

[View Quote] > http://old.edgarpro.com/edgar_conv_html/2002/07/12/0001116502-02-000961.html
>
>
> That's the long version. Still trying to figure out what it all means.
> For instance, it says that Rick and JP are still CEO/CFO of
> Activeworlds, Inc. (a Nevada company), which is a subsidiary of
> ActiveWorlds Corp. (a Delaware company). How does that make sense?!
>
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--
Goober King
I guess they *are* useful for something...
rar1 at acsu.buffalo.edu

Jul 13, 2002, 1:21am

your so bad carl...

--
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A message from Zeo Toxion
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Jul 13, 2002, 1:36am

lol give him a break he's only 10 :¬)

--
maki www.awmaki.com

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Jul 13, 2002, 1:40am

I think Circle of Fire (COF) was a Nevada company before Vanguard Enterprises bought them and made it Activeworlds.com, Inc. (then just Activeworlds Corporation), a Delaware company. Now it looks like there is the Rick/JP-owned Activeworlds, Inc. (AWI, renamed from COF?) and the other guys own Activeworlds Corporation (which no longer has anything to do with Active Worlds). My bet is AWC will merge with X3D and probably just use X3D as the name and drop the defunct AWC. AWI will revert to pre-public-company status.

So much for Rick and JP's attempt at managing a business. ;) Perhaps they'll get a clue and focus on entertainment/gaming this time and do it right like they should've done in the first place...

[View Quote] > http://old.edgarpro.com/edgar_conv_html/2002/07/12/0001116502-02-000961.html
>
> That's the long version. Still trying to figure out what it all means.
> For instance, it says that Rick and JP are still CEO/CFO of
> Activeworlds, Inc. (a Nevada company), which is a subsidiary of
> ActiveWorlds Corp. (a Delaware company). How does that make sense?!
>
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Jul 13, 2002, 2:26am

So does Active Worlds go with AWI or with X3d?

SW Chris


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Jul 13, 2002, 2:35am

Could be either way. After rereading what I wrote, I should have said AWI (Rick and JP's company), not AWC (Bruce et al), will probably merge with X3D now that the opposing independent directors (and all of them actually) are out of the way.

[View Quote] > So does Active Worlds go with AWI or with X3d?
>
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Jul 13, 2002, 2:43am

First, let me comment on the obvious:::

Welcome back to the newsgroup, Eep!!! Someone must like you.. :o)

Second, it's my opinion that the said document is some legal mumbo-jumbo to
secure or "reposition" the outstanding shares of stock, among other things,
and possibly to distance "the company" from the Juno.com lawsuit so "the
company" can move forward more easily...

Rick and JP haven't gone anywhere... They are still right there at the helm
so all your nay-sayers and doom & gloom advocates can put away your party
hats till the next rumor comes along... :o)

I don't work for the company and I'm certainly not a lawyer but it's my
opinion that there isn't much in that document that seems threatening to
life as we know it in Activeworlds.. :o)

Ok.. Back to building or gossiping, everyone!!

*hugs for those that want them*
Daphne


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Jul 13, 2002, 6:08am

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No....you just HOPE that this is a new beginning....but i dont think we are
that lucky. Trouble is.....no one is ever gunna run just AW ( without all
the other crapola that they are trying to do) just for us and pay a few
million dollars for the privlege, and not wanna make money off it.

Jul 13, 2002, 8:06am

LOL
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Jul 13, 2002, 9:56am

As a remark to all posts above; I know that URL is *a lot* to read, but
reading it *all* before making comments might help. Read a page, go have a
coffee break, then read an other (that helped for me to at least understand
better)
I'm not a business-laywer where some were looking for, but to my
understanding yes, J.P. and Noll quit as of immediatly and sold their
shares back to the company for which they got paid.
With this money and probably some savings, they acuired to buy AW, on which
"the company" (now without J.P. and Noll) agreed.
After doing so, they've appointed two people to manage *their* new company,
two people who were already involved.
But, the most tricky part is in the "liability"; they've quit and bought AW
as two new, independent people, including all material, leases, loans, etc.
etc.
but *without* the old liability which could be held against any person
(since the J.P and Noll who left are *not* the same J.P. and Noll who
bought AW, or at least not their involvement)
This is all moving around on paper, appearantly the meaning of "they quit
the company" moreover means that they never even left the table they were
sitting at while negociating.
Or more clear, they didn't go anywhere at all, but *did* get rid of the two
directors they wanted to get rid of plus that they can not be hold
responsible for any misstakes or claims the "previous" J.P. and Noll
involved in the company made.
As little extra, they've bought themselves an other month of time for the
reasonable amount of $15.000

While everybody is talking about how the lead and management of AW is
failing, personally I think it's a little demonstration of tricky
businessmen which played out some cards they still had up their sleeves.

In my opinion, like Daphne said, for now nothing changes visibly to AW
users.
Just wait and see which cards they have left to play in one month from now,
hoping it's a full-house and things start moving forward and for the better
from here :)

Jul 13, 2002, 10:17am

I'm 12 maki.

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