my understanding of the description of the Dolphin purchase in the 8-K of April 18:
VNX became obligated to pay the Sellers $750,000 and 1,000,000 shares on April 18. VNX was to issue 3,285,715 shares to the Sellers upon the closing. With regard to the sale, under some reasonable-sounding conditions within two years of the closing, of the 3,285,715 shares (that is, all except the 1,000,000-share deposit), VNX guarantees a minimum price of $3.50 per share but gets any excess over $5.00 per share.
my understanding of the description of the Dolphin purchase in the 8-K of July 12:
VNX paid to the Sellers $1,350,000, 2,462,238 shares, and convertible notes for $5,782,168 (non-interest-bearing, due January 7, 2007, and to be converted ASAP into stock at $3.50 per share--that would be 1,652,048 shares). With regard to the sale, under some reasonable-sounding conditions within two years of the closing, of 1,462,238 of the 2,462,238 shares or any of the shares received upon note conversion, VNX guarantees a minimum price of $3.50 per share.
Assuming that the note conversion occurs, the net change between the April 18 description and the July 12 description seems to be that the Sellers get $600,000 more and 171,429 fewer shares--and 171,429 x $3.50 = $600,001.50, so what this point)happened was that the Sellers got $600,000 instead of a quantity of shares whose $3.50 price guarantee would make their sale proceeds at least $600,001.50. The requirement that the Sellers refund to VNX any sale proceeds over $5.00 per share has disappeared, too.
More interesting than the foregoing (if the reader is not asleep or wondering, "How could it be LESS interesting?") is the fact that the Sellers received, at least according to the July 12 8-K description, beneficial ownership of 2,462,238 (actual shares) + 1,652,048 (upon note conversion) = 4,114,286 shares. In the PRE14A, William Westmore Purton is listed as beneficially owning 3,114,286 shares as of October 31, 2006, with the footnote, "Includes 981,119 shares held directly by Synwood Pty Ltd., a trust for which Mr. Purton is the sole trustee, 826,024 shares issuable upon conversion of a secured promissory note held by Mr. Purton, and 826,024 shares issuable upon conversion of a secured promissory note held by Synwood."
My interpretation is that the Sellers sold the 1,000,000 deposit shares, for which there was no price guarantee, and still hold the shares that have the $3.50 per share price guarantee.
On the eve of Thanksgiving at 10-11P.M. your time, you probably spent another hour or so analyzing the Dolphin sale? Come on--couldn't you have waited till Midnight? And to what end are you looking for confirmation of your analyzation? Did this make you sleep better? Will it make you more money? Are you trying to say that Bill was scared sh**less and sold his million shares cause he thought the price was going to hell? And he's only holding his guaranteed $ 3.50 shares because he will be laughing all the way to the bank? Maybe he sold those shares to buy a house? That's only a couple million bucks--that doesn't buy you much--houses my son builds averages over 15 mill. Is Bill a happy or sad camper? Well he seemed pretty happy and was looking forward to the great things that VNX has going for it. Just ask him, he'll tell you. You could have met him and asked him at the G2E--he was there.
What I think I am trying to say is don't sweat the small stuff--get a life--look at the big picture---you will need a wide screen for this one. Even Dolphin will make more money with the help of VNX management.
Hoping you and yours had a very nice Thanksgiving Day.