I saw that:
"...he believes that he has “Good Reason” to terminate his employment in accordance with the terms of his Executive Severance Agreement with the Registrant..."
I also see that we've got an infestation of roaches on the board. They copy and paste a message from a regular poster and put in a plug for their site. Pathetic.
Bert, thanks for your post. Can you give us your rationale for this trade? Did you see resistance there? It looks more like $5 on my charts. Do you have an exit point in mind or a price to cover if the trade goes south on you (actually north, like it's doing now)? Inquiring minds want to know.
This is copied from the NAZ stock consultant site:
BREAKOUT WATCH for possible breakout above 5.86, no resistance in area just above.
Type: True breakout from Double resistance. Target: 6.31, 11.1%
Remember, they're not saying this will happen, and I've seen some of these alerts fail in the time I've been watching - just another possibility to watch here.
I'm very encouraged by the turnaround here under new management, and with the return to profitability they should be able to begin utilizing their NOLs. Also, I'd look for a move of some kind on the acquisition front, possibly once the vote on the composition of the BOD is settled.
ralph, defendants (Par) and Plaintiffs (AVNR) have both filed their letters - see dockets # 479 & 480 in either places or my original posts. Places is at present doing his usual admirable job of dissecting the arguments, which will allow me to hit the sack before the witching hour.
Parts of the letter were blacked out, but here's what is readable (docket #477)
Dear Judge Stark:
This firm together with Quinn Emanuel Urquhart & Sullivan LLP, represents Plaintiffs
Avanir Pharmaceuticals Inc. Avanir Holding Co., and Center for Neurologic Study in the above captioned
action. We, along with counsel for Defendants Par Pharmaceutical, Inc., Par Pharmaceutical Companies, Inc., and Impax Labs., Inc., write further to Your Honor's request for a follow-up letter regarding the issues
discussed during the February 21, 2014 teleconference.
Plaintiffs respectfully request that Your Honor revisit Plaintiffs' December 18, 2013 submission regarding the expiration of Par' s thirty-month stay. See D.I. 460. Given that the FDA is now free to approve Par s generic Nuedexta® product at any time, a substantial possibility exists that Par will be in a position to launch their generic product prior to the issuance of this Court's decision-
Plaintiffs would be ineparably harmed by such a launch, and seek to move for an Order enjoining
any such launch prior to the issuance of the Court's decision.1 Plaintiffs respectfully request a
teleconference to discuss the timing and logistics of such a motion.
As for Plaintiffs' request that Your Honor revisit their December 18, 2013 submission
regarding Par's thirty-month stay, Par will be available if the Court wishes to hold a teleconference.
Furthermore, if the Court decides to issue a preliminary injunction, Par respectfully requests that the
Court require Plaintiffs to post an appropriate bond to cover Par's lost profits while Par is enjoined
from launching its product, and Par ultimately prevails on the merits.
Maryellen Noreika (#3208)
cc: Clerk of Court (Via Hand Delivery)
All Counsel of Record (Via Electronic Mail)arts
Downloading Fineman & Noreika letters as we speak. Unfortunately, my computer is running its nightly security scan, so it's slow going.......
Notice docket #478, the transcript of the 2/21 teleconference says that it's redacted, BUT available for viewing at the Court's public terminal or for purchase through the Court Reporter (which is what I said at the time).
03/04/2014 477 REDACTED VERSION of 474 Letter by Avanir Holding Company, Avanir Pharmaceuticals Inc., Center for Neurological Study. (Noreika, Maryellen) (Entered: 03/04/2014)
03/04/2014 478 Official Transcript of Telephone Conference held on February 21, 2014 before Judge Leonard P. Stark. Court Reporter Brian P. Gaffigan, Telephone (302) 573-6360. Transcript may be viewed at the court public terminal or purchased through the Court Reporter before the deadline for Release of Transcript Restriction. After that date, it may be obtained through PACER. Redaction Request due 3/25/2014. Redacted Transcript Deadline set for 4/4/2014. Release of Transcript Restriction set for 6/2/2014. (bpg) (Entered: 03/04/2014)
03/04/2014 479 Letter to The Honorable Leonard P. Stark from Steven J. Fineman regarding Federal Circuit's decision in Galderma - re 475 Order Setting Teleconference,,,. (Fineman, Steven) (Entered: 03/04/2014)
03/04/2014 480 Letter to The Honorable Leonard P. Stark from Maryellen Noreika regarding Plaintiffs Response to February 25, 2014 Order. (Noreika, Maryellen) (Entered: 03/04/2014)
10K page 117:
At December 31, 2013, we had Federal NOL carryforwards of $586.4 million that will begin to expire in 2022 unless previously utilized. At the same date, we had California NOL carryforwards of $607.1 million, which will begin to expire in 2014, and foreign NOL carryforwards of $121.0 million, which will begin to expire in 2015. At December 31, 2013, approximately $8.4 million of the Federal and California NOL carryforwards related to stock option exercise windfalls, which will result in an increase to additional paid-in capital, or APIC, and a decrease in income taxes payable at the time such carryforwards are utilized. We also had Federal and California research and development tax credit carryforwards, net of reserves, of $27.2 million and $20.8 million, respectively. Federal research and development credit carryforwards will begin to expire in 2026 unless previously utilized. The California research and development credit carryforwards carry forward indefinitely. No deferred tax assets were recognized in our 2012 financial statements for Federal or California research and development credits, as a formal study had not been performed to substantiate the validity of such credits. A formal analysis of Federal and California research and development credits earned in prior years was conducted in 2013, and we disclosed the credits as deferred tax assets as of December 31, 2013.
At some point when the company becomes profitable, these NOL's will become very valuable in offsetting taxes on their earnings.
10K page 58:
As of February 24, 2014, we had outstanding a seven-year warrant issued in August 2008 to purchase 1,965,418 shares of our common stock at an exercise price of $4.34 per share. Such warrant was adjusted as a result of certain equity sales following its issuance to decrease the exercise price and increase the number of shares issuable upon exercise of the warrant. Certain future equity issuances below the pre-defined warrant adjustment price may result in additional adjustments to such warrant to the extent then outstanding.
So those warrant holders probably shorted around 2M shares at some point to lock in a profit, or they could play hedge games trading the shares, knowing they could replace any short sales with shares @ $4.34.
Along with our outstanding warrant, as of February 24, 2014, there were (i) options to purchase 14,305,116 shares of our common stock outstanding under our equity incentive plans at a weighted-average exercise price of $4.99 per share...
I'm not sure whether company officials holding these options could do short sales against them. I would think it wouldn't be allowed.
continued from previous msg:
Further, the Board believes the availability of additional shares of common stock will enable the Company to attract and retain talented employees by having a sufficient number of shares of common stock available for the grant of stock options and other stock-based incentives, including the shares potentially issuable under the 2014 Plan. The issuance of additional shares of common stock may have a dilutive effect on earnings per share and relative voting power. This proposal will have no effect on the number of shares of preferred stock authorized for issuance.
This proposal has been prompted solely by the business considerations discussed in the preceding paragraph and the Company has no current plans to issue the additional shares that would be authorized by this proposal. Nevertheless, the additional shares of common stock that would become available for issuance if this proposal is approved could be used by the Company’s management to engage in a variety of activities, such as financings, grants of equity-based compensation or to prevent changes in control, even if the stockholders of the Company do not want the Company to use the additional shares for such purposes.
So there you have the board of directors' rationale for the move.