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AuthenTec Inc AUTH



NDAQ:AUTH - Post by User

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Post by ez12on Jan 06, 2005 4:33pm
849 Views
Post# 8396901

moving Up? Why?

moving Up? Why?Shares Outstanding: 20.77M x $0.01= MarketCap: $208,000 The Board has continued: (i) to explore the possibility of distributing shares of AHL held by the Company to the stockholders of the Company, (ii) to seek a UK listing to raise funds, and (iii) to seek a purchaser for the Company if it becomes a US public shell company Authoriszor Inc. : https://www.pinksheets.com/quote/company_profile.jsp?symbol=AUTH Company Profile, Information & Research Company Name: Authoriszor Inc. Firm Type: Public Company, Headquarters Location Ticker (OTC): AUTH Alternate Names: Toucan Gold Inc. (Name Change) , Logsys Solutions Ltd. (Merger) , WRDC Ltd. (Merger) , Authoriszor Inc. (Name Change) , WRDCLogsys Ltd. (Name Change) , PreWorxUK (Acquisition) Location: United States Phone: (508)650-3196 Employees (Form 10-K): 22 Revenue (Form 10-K): $0.70 M OPERATING REVENUE Fiscal Year End: 30-JUN-01 Year Founded: 1997 Primary SIC: Prepackaged Software Primary NAICS: Software Publishers Description: Services: Developer of security software for the e-commerce, security and workflow information tech... Last Updated: 23-AUG-04 GARCIA HANSON, COO Officer since May 2001 (42 years old ) Mr. Hanson became our Chief Operating Officer effective May 8, 2001 upon the consummation of our agreement to increase our equity ownership interest in WRDC Ltd. Mr. Hanson also serves as the Managing Director of WRDC Ltd. and Logsys.solutions Limited, two of our subsidiaries. Mr. Hanson has served as the Managing Director of WRDC Ltd. since 1994. Source/ Forbes: https://www.forbes.com/finance/mktguideapps/personinfo/FromPersonIdPersonTearsheet.jhtml?passedPersonId=271560 OTHERS (per 2001): More top executives at AUTH Raymond Seitz : ex.US Ambassador to UK Paul Ayres Andrew Cussons Don Box James Jackson Malcolm Rifkind : ex.UK Foreign Secretary Geoff Shingles David Wray David Blanchfield About WRDC Ltd. For the fiscal year ended July 31, 2000, WRDC’s audited revenues were $2,300,000. For the first eight months of the fiscal year ending July 31, 2001, WRDC’s unaudited revenues and net income were $3,800,000 and $440,000, respectively. As of March 31, 2001, WRDC has approximately $1,100,000 of maintenance revenues from support contracts with its current customers. WRDC is a European communication consultancy, specializing in information security, directory services and messaging solutions. WRDC provides end-to-end secure architecture based on security, access-based control and directory technologies. Its skill base includes familiarity with a range of security products including Authoriszor, and experience in installing them. With a current staff of 40, WRDC Ltd. has more than 100 customers, including such notable names as Lloyds of London, Royal Bank of Scotland, UK Highways Agency, UK National Health Service, the London Metropolitan Police and Airtours Group. For more information about WRDC, visit www.WRDC.com About Authoriszor Inc. Authoriszor Inc. is a leading-edge provider of integrated security solutions. Authoriszor provides audits, assessments, product integration, and managed services for a wide range of organizations. Leveraging a skilled team of security experts and high-quality security technologies, the Authoriszor solution is designed to ensure organizations confidentiality, availability and integrity of their information infrastructure. Founded in 1997 by IT engineers, Authoriszor continues to evolve its security practices through progressive, leading-edge competencies in security products and development. The company’s patent-pending technology focuses on providing multiple levels of information security, while maintaining the openness of the Internet. Headquartered in Burlington, Massachusetts with European headquarters in the United Kingdom, Authoriszor has sales offices throughout the United States and Europe. For more information about Authoriszor, visit www.authoriszor.com = = = = = Updated Info: to xxx // Edgar Alternative models to place secured funds were considered by the Board of Directors. After consultations with banks and potential investors originally, the Board of Directors determined that most of the funds secured under the Investment Agreement should be provided to AHL rather than Authoriszor Inc as lenders felt it was a more secure vehicle for funds introduced. On July 18, 2002 therefore, we consummated an investment agreement (the "Investment Agreement"), dated as of July 18, 2002, with Authoriszor Holdings Limited ("AHL"), Roy Williams ("Williams"), Garcia Hanson ("Hanson"), Zalcany Limited ("Zalcany") and Nobelpoint Limited ("Nobelpoint") and collectively with Williams, Hanson, and Zalcany, (the "Investors"), pursuant to which we transferred our capital stock in WRDC Ltd ("WRDC"), which constituted approximately 69.7% of the outstanding shares of capital stock of WRDC, and its capital stock in Authoriszor Ltd. ("AL"), which constituted approximately 74.8% of the outstanding shares of capital stock of AL, to AHL for a nominal sum and the Investors purchased Preferred Ordinary Shares of AHL (the "AHL Preferred Shares"), a subsidiary of ours, for an aggregate purchase price of £574,994 ($902,684). As a result, our equity interest in AHL, which is in the form of ordinary shares of AHL (the "AHL Ordinary Shares"), has decreased from 100% to 35%. As part of the business terms of the transaction, the Investors required that, effective as of the date of the consummation of the Investment Agreement, AHL own all of the capital stock of WRDC Limited ("WRDC"), Authoriszor Ltd. ("AL"), Logsys Limited, and indirectly through WRDC, over 75% of the stock of PAD (London) Limited and WRDC AG. As a result, we transferred the shares of WRDC and AL that it owned to AHL for nominal consideration. The Investment Agreement restricts AHL from making payments to us without the consent of the Investors; however, approximately $68,992 of the investment proceeds were paid to us by AHL in payment of certain inter-company indebtedness. In connection with this transaction, we redeemed 117,742.5 shares of our Series A Cumulative Redeemable Preferred Stock owned by Hanson, the Chief Executive Officer of the Company and AHL, for the aggregate redemption price set forth in the Series A Preferred Stock designations of $235,485. Hanson utilized all the proceeds from the redemption to purchase AHL Ordinary Shares. The Investment Agreement also prohibits AHL from issuing shares of its stock without the consent of the Investors, except that AHL may issue a certain number of additional shares (the "Additional Shares") at a purchase price not less than the price paid by the Investors. If all the Additional Shares are issued, our equity interest in AHL would be reduced to 32.4%. The Investment Agreement provides that the board of directors of AHL shall consist of not more than four persons, including two persons nominated by the Investors. The current members of the board of directors of AHL are Hanson, Ian McNeill, and Peter Hughes. We do not have the right to nominate a director. Further information concerning the Investment Agreement and the related transaction may be found in the Company's Form 8-K dated July 18, 2002. The powers, preferences and rights of the AHL Ordinary Shares and AHL Preferred Shares are set forth in the Articles of Association of AHL ("AHL Articles"), which is filed as Exhibit 2.2, to that Current Report. The AHL Articles contain a right of first refusal provision that grants to any shareholder of AHL, which currently consists of the Company and the Investors (collectively, the "AHL Shareholders"), the first right to purchase the shares of AHL that another AHL Shareholder desires to sell to a third-party. The price of such purchase will be determined by either mutual agreement between the directors of AHL and the transferring AHL Shareholder or by an independent accountant. The proposed financing has been used to eliminate the inter-company indebtedness of AHL to the Company in the amount of approximately $130,064. In an effort to maximize our value to our stockholders our Board has continued (i) to explore the possibility of distributing shares of AHL held by the Company to the stockholders of the Company, (ii) to seek a UK listing to raise funds, and (iii) to seek a purchaser for the Company if it becomes a US public shell company. As a result of the Investment Agreement, 60% of all claims made by each creditor of the Company, had been met the remaining sums owing were in the amount of approximately $140,000. However after the execution of the Investment Agreement, a large contingent liability had arisen to the landlord of the former offices in Burlington, Massachusetts, the Massachusetts Mutual Life Insurance Company. These offices had been sublet by our previous management in 2001 to Directech Inc. However Directech's principle customer was WorldCom and as a result of WorldCom's status, Directech defaulted both on its rent, and the renewal of the annual rent guarantee owing under the lease. Consequently the landlord had drawn a letter of credit that had been made by us in the amount of $220,000 and we faced a further liability of approximately $425,000. In view of the change of scale of the potential indebtedness, the Board of Directors entered into the pledge arrangements described above in Note F to the Financial Statements. Nov 29, 2004 /@: https://bigcharts.marketwatch.com/news/articles.asp?guid={9901E7D2-56C3-4379-9E77-7AE29CC01D4B}&newsid=828197196&orig=charting&time=9&symb=AUTH&sid=154227&source=htx\http2_mw _ - - _ Ridgeland, MS, AUG 02, 2002 (EventX/Knobias.com via COMTEX) -- Authoriszor Inc (OTCBB: AUTH) released an 8-K today, reporting the investment of $902,684.56 in its subsidiary Authoriszor Holdings Limited (AHL). The investment took the form of Preferred Ordinary Shares of AHL. The Company's equity interest in AHL has declined from 100% to 35%. AHL assets include WRDC Limited, Authoriszor Ltd., Logsys Limited and, indirectly through WRDC Limited, over 75% of the stock of PAD (London) Limited and WRDC AG. Also, AHL adopted a new name, WRDC Logsys Limited. Approximately $470,970 of the investment proceeds were paid to Company by AHL in payment of certain inter-company indebtedness. LIQUIDITY The Company reported in its 10-QSB for the quarter ended March 31, 2002, that it needed working capital to continue to operate substantially beyond the end of its fiscal year, June 30, 2002. "Management believes that this financing transaction provides AHL sufficient working capital to continue operations for the remainder of the calendar year, and enhances the ability of the Company to meet its obligation to its creditors." In the nine month period ended March 31, 2002, the Company used $(7,822,245) in cash for operations. Cash on hand on March 31, 2002: $688,460.
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