Printer Friendly
The Free Library
19,595,263 articles and books
Member login
User name  
Password 
 
Join us Forgot password?

Chapeau, Inc. Completes Financing Transactions.


EL DORADO El Dorado, legendary country of South America
El Dorado (ĕl`dərä`dō, –rā`–) [Span.,=the gilded man], legendary country of the Golden Man sought by adventurers in South America.
 HILLS, Calif. -- Chapeau, Inc. ("Chapeau" or the "Company") (OTCBB OTCBB

See OTC Bulletin Board (OTCBB).
:CPEU) announced today it has received $925,000 in bridge financing Bridge Financing

A method of financing, used by companies before their IPO, to obtain necessary cash for the maintenance of operations.

Notes:
These funds are usually supplied by the investment bank underwriting the new issue.
 from the Gordon V. and Helen C. Smith Foundation (the "Foundation") in connection with the second and final purchase of shares under a Stock Purchase Agreement dated August 22, 2008 (the "Foundation Financing Agreement"). In a Current Report on Form 8-K Form 8-K

The form required by the SEC when a publicly held company incurs any event that might affect its financial situation or the share value of its stock.


Form 8-K

See 8-K.
 filed with the U.S. Securities and Exchange Commission (the "Commission") on September 21, 2008, Chapeau previously reported that it had been informed that the Foundation did not intend to complete the second purchase of shares contemplated in the Foundation Financing Agreement. However, following conversations between the parties, the Foundation agreed to satisfy its obligation under the Foundation Financing Agreement. Chapeau issued to the Foundation 2,565,880 shares of Chapeau common stock, par value $0.001 per share (the "Common Stock"), at a purchase price of $0.3605 per share, which price per share is equal to 70% of the average of the closing price of the Common Stock on the Over The Counter Bulletin Board for the four trading days including and immediately preceding August 22, 2008, the date of the Foundation Financing Agreement. Chapeau agreed to release the Foundation from damages, if any, resulting from the delay in funding the second purchase of shares contemplated by the Foundation Financing Agreement.

Also on September 23, 2008, Chapeau received $575,000 in bridge financing from TEFCO, LLC (Logical Link Control) See "LANs" under data link protocol.

LLC - Logical Link Control
, a Virginia limited liability company ("TEFCO"), and its senior secured creditor One who holds some special monetary assurance of payment of a debt owed to him or her, such as a mortgage, collateral, or lien.  with a blanket lien Blanket Lien

A lien covering nearly all types of assets and collateral owned by a debtor.

Notes:
A lien usually only gives the creditor the right to a specific asset. A blanket lien gives the creditor a legal interest in all the debtor's assets and other collateral.
 over all of Chapeau's assets (the "TEFCO Financing Agreement"). At a meeting of Chapeau's Board of Directors (the "Board") held on September 23, 2008, the Board received advice from its financial advisor that Chapeau's equity had no value at that date in the absence of a significant capital infusion Capital infusion

Often refers to the cross-subsidization of divisions within a firm. When one division is not doing well, it might benefit from an infusion of new funds from the more successful divisions.
. The pricing of the shares in the TEFCO transaction was based on this valuation advice, among other factors. Pursuant to the TEFCO Financing Agreement, Chapeau issued to TEFCO 57.5 million shares of Common Stock at a purchase price of $0.01 per share. Chapeau also agreed to a four-week period commencing on the date of the TEFCO Financing Agreement for the exclusive negotiation of an additional financing transaction. The final two weeks of the foregoing exclusivity period are subject to the exercise of the Board's fiduciary obligation to consider any alternative financing transactions that may be available.

The aggregate funds received pursuant to the above noted TEFCO transaction and the Foundation Financing Agreement do not represent or satisfy the significant capital infusion referenced by the Company's financial advisor. While the Company continues to seek sources of significant capital infusion, including in connection with the previously mentioned exclusivity arrangement with TEFCO, there can be no assurances that such additional capital infusion could or would be achieved or, if achieved, would be on terms favorable to Chapeau.

On September 23, 2008, Chapeau received a "Shareholders' Consent to Fill Directors Vacancy and New Directors' Directive to Halt Pending Actions Taken Without Authority" (the "Consent") from Patrick Imeson and Eric Altman, purporting to represent a majority of the outstanding shares of Chapeau. The Consent seeks to amend the bylaws The rules and regulations enacted by an association or a corporation to provide a framework for its operation and management.

Bylaws may specify the qualifications, rights, and liabilities of membership, and the powers, duties, and grounds for the dissolution of an
, declare the board vacant, elect new directors and to give several directives to Chapeau's management. Based on its consultation with counsel and review of the record, the Board has determined that this Consent does not comply with the requirements of applicable law, Chapeau's Articles of Incorporation The document that must be filed with an appropriate government agency, commonly the office of the Secretary of State, if the owners of a business want it to be given legal recognition as a corporation.  or By-Laws, and is accordingly invalid. Chapeau continues to review this matter with its legal advisors.

As previously disclosed in a Current Report on Form 8-K filed with the Commission on August 26, 2008, the Board has set a meeting date and time of 1:00 p.m. Pacific on October 6, 2008 for a special meeting of shareholders of record on September 25, 2008. Chapeau intends to send a notice of the special meeting to shareholders of record as soon as practicable after the record date.

The foregoing is news relating to relating to relate prepconcernant

relating to relate prepbezüglich +gen, mit Bezug auf +acc 
 Chapeau, Inc. (the "Company") and may contain forward-looking statements, which are made pursuant to the safe harbor Safe Harbor

1. A legal provision to reduce or eliminate liability as long as good faith is demonstrated.

2. A form of shark repellent implemented by a target company acquiring a business that is so poorly regulated that the target itself is less attractive.
 provisions of the Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and  of 1995. Forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from the forward-looking statements. The Company's actual results, performance or achievements could differ materially from the results expressed in, or implied by these forward-looking statements. The Company undertakes no obligation to revise or publicly release any revision to these forward-looking statements. This does not constitute an offer to buy or sell securities by the Company, its subsidiaries or any associated party and is meant purely for informational purposes.
COPYRIGHT 2008 Business Wire
No portion of this article can be reproduced without the express written permission from the copyright holder.
Copyright 2008 Gale, Cengage Learning. All rights reserved.

 Reader Opinion

Title:

Comment:



 

Article Details
Printer friendly Cite/link Email Feedback
Publication:Business Wire
Date:Sep 24, 2008
Words:779
Previous Article:Politics Meets Pizza in Oxford, Miss.
Next Article:Travel 2.0 US Report Describes An Emerging Generation Of Travel Oriented Sites.



Related Articles
C&W enhances real estate/capital markets capability.
WHERE MEMORIES BREATHE DARKNESS: UNDERNEATH LE CHAPEAU OF MICHELE COURNOYER.
W.P. Carey reports record year in 2002.
BLUEPOINT ENERGY ACCEPTED INTO EPA PARTNERS PROGRAM.
WP Carey completes $272 million in sale leasebacks.
The Kislak Company, Inc.

Terms of use | Copyright © 2012 Farlex, Inc. | Feedback | For webmasters | Submit articles