PDSG (crossflow) 2 issues
posted on
Jul 25, 2011 03:14PM
1. Arbitration was to have begun in Feb 2011...The following is from the 10K (annual report) filed Aug 2010
On August 31, 2009, we initiated an arbitration proceeding before the American Arbitration Association against the three Crossflo principal officers who were signatories to the Merger Agreement alleging they provided false representations and warranties in the Merger Agreement and alleging nondisclosure of information about Crossflo during the due diligence process leading up to the merger. Those three principal officers deny our claims and have filed counterclaims. Briefing to determine the scope of counterclaims to be arbitrated is pending before the arbitrator. The arbitration is scheduled to begin February 13, 2011.
In the event we fail to prevail in our claim against the escrowed shares, we may be obligated to deposit into escrow approximately $256,000 of cash consideration due to the decline in our average stock price over the one year escrow period, calculated in accordance with the Section 2.5 of the Agreement. We have evaluated the potential for loss regarding our claim and believe that we will prevail. Accordingly, we have not recorded a contingent liability for this matter. F-47
2. Since the last annual report, what we have been told in each quarterly report is as follows: Cash shortfalls currently experienced by PDS and TPL, and continued negative cash flows incurred by PDSG, will have an adverse effect on our liquidity. Accordingly, we are in the process of examining alternatives that could allow for the partnering or divestiture of PDSG. If successful, these measures may provide for a further reduction in expenses and cash use, or additionally in the event of divestiture, cash proceeds. 10-Q (Filed: 11-04-2011) 10-Q (Filed: 14-01-2011) 10-Q (Filed: 12-10-2010
How long does it take to make a decision regarding partnering or divestiture of yet another failed acquisition?....remember Gloria's promise of 120 days? How long ago was that?
Also, what is the usual and customary length of time for arbitrations? Might this still be on going from Feb 2011? If unlikely, why has there been no 8k regarding the outcome? If we did not prevail, then should we be looking for a $256,000 entry in the annual report?