Jul 8th, 01:21 BTR Beck Technical Research
by Bogart Beck
Beck Technical Research (BTR) Board Approves Resolution - 07/08/2008
Beck Technical Research (BTR) Board Approves Resolution - 07/08/2008
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To our Shareholders and other interested parties,
I've mentioned recently in the BTR Financial Statements for both May and June 2008 that the Board of Directors of BTR has been considering various structural options for moving BTR forward and unlocking Asset value for our shareholders.
To that end I am pleased to report this morning that the BTR Board of Directors have unanimously APPROVED a Resolution to "spin out" our recent SIM Development effort (BIG Estate) into its own publicly-traded entity.
As we have done previously with BBX:BIG/BTR, this transaction has been proposed as a technical Reverse-Merger of BTR wherein the asset base of BTR is to be seperated into two seperate asset classes with such assets being divided into two NEW surviving entities whose COMBINED VALUE EQUALS the current BTR Asset valuation. I, and the Board of Directors are confident that the resulting corporate structure would be poised to perform BETTER in the SL Capital Markets than BTR would likely accomplish on its own.
This specific strategy is consistent with the objectives that were outlined in the BTR Prospectus and Strategic Plan articulated when the BBX:BIG/BTR split was consumated at year end. Folks that may be interested in BTR's strategies can find them at the following URL http://www.slcapex.com/symbol/BTR/profile
BIG Estate has been successfully incubated and is now fully-baked and is finally ready to stand on its own with its own Brand Identity and Management Team! As such, I am VERY pleased to announce that BTR's Board has nominated Ms. Kaffe McMahon to serve as Chief Executive Officer of the NEW Entity. Ms. McMahon is a well-respected SL innovator with a quantifiable track record of successful Estate Management and SL Event Marketing - attributes that are critical to the success of any SIM Operation. Ms. McMahon will formally join our team immediately upon completion of the Reverse-Merger - tentatively scheduled to close by July Month-End. In the interim Kaffe is working with us on a contract consultative basis to make certain that we enter the market with momentum and all oars in the water.
I am also VERY pleased to announce that Ms. Yanik Lytton has been nominated to serve as the NEW entity's inaugural Independent Director. At present Ms. Lytton serves on the Board of Directors of Nestler Investment Corp. (NIC) and Dreamcities.net (DCTY). It is indeed no accident that I chose to locate our SIM within the same Estate that both NIC's and DCTY's SIMS are located. Ms. Lyttons input regarding Estate continuity and operational oversight will be invaluable assets to us as we move forward.
Tentatively, the NEW Entity has been proposed to be named "Barbary Shores Association" and is anticipated to commence trading on the SL Capital Exchange as (BAR) by month-end. I have appended the BTR Board of Directors Resolution to the bottom of this press release and will post it in the BTR Forum for review and comment by our shareholders. As always, should you have any questions regarding BTR or this Resolution please do not hesitate to drop me a note in-world or via GMail Bogart.Beck@Gmail.com - I look forward to your input and comments!
Respectfully,
Bo Beck
BTR CEO
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from: Bogart Beck
to: Steve Smith
Kubi Beam
kaffemcmahom
Yanik Lytton
Scott Nestler
date: Jul 6, 2008 3:01 PM
subject: BOD Resolution for Reverse-Merger of BTR...
Travis,
When you get a chance please review the BTR Fiancials and Forward Guidance for this month (posted very early this AM at http://www.slcapex.com/home/story/BTR/1809 ).
I talked with Kubi this afternoon (chat log appended below) and have his approval to move forward with the first BTR Spinout pursuant to the Prospectus and strategic plan.
As a Boardmember I'd like your concurance on the following items before we move forward, as follows;
(1) Board Resolution Approving Reverse Merger of BTR into (2) Seperate Tracking Stocks
(A) BTR ticker change to BTX (to allow Prospectus to be updated to remove the FIXED Income/Preferred Share description (comply w/ LL Guaranteed ROI ban).
(B) NEWCO to be named Barbary Shores Association with a Ticker of "BAR" and thereafter authorized for Trading on the SL CapEx common Market system.
(1) Current BTR SIM (BIG Estates) to be re-named Barbary Shores
(2) Said SIM (Barbary Shores) will be continue to be part of the Barbary Coast Estate jointly managed by NIC, DCTY & BAR
(2) Reverse-Merger Share Allocation
(A) Issue (1) NEW share of BAR for each BTR share to BTR shareholders of record at closing (Estimated to be 07/31 or thereabouts)
(B) PLUS, Issue (1) NEW share of BTX for each BTR share to BTR shareholders of record at closing (BTR Shares then to be RETIRED).
(3) Reverse-Merger Valuation
(A) At the time of this writing BTR trades on average in a range between L$4.93 and L$5.35 per share (approximate 30 day moving average)
(B) Board to Authorize valuation of each of the new entities at approximately L$2.50 (+/-) 1/1:1 valuation thus preserving current shareholders investment.
(C) There shall be no immediate change in the % of shares held by Founder Bo Beck in either surviving entity (a simple voting majority of 50% + 1 share in each co.)
(D) There shall be no immediate change in the % of shares held in each surviving entity's Treasury EXCEPT as described in Article (5) (COMPENSATION) below.
(4) Board of Directors and Executive Appointments as follows;
(A) There will be NO Change to the BTR(BTX) Board make-up
(1) Bo Beck, Chairman, CEO
(2) Travis Ristow, Outside Director
(3) Kubi Beam, Outside Director
(B) The incumbant BTR/BTX Board shall approve nomination of the following parties for BAR Board and Executive Team to serve a (1) yr renewable term as defined in the current Charter (with a minimum of (1) Outside Director);
(1) Bo Beck, Chairman
(2) Kaffe McMahon, CEO, Director
(3) Yanik Lytton, Outside Director
(5) Board of Directors And Executive Compenation as follows;
(A) There shall be no change to the current compensation plan for BTR/BTX (ALL Officers sole compensation is via Dividend Distribution or Capital Gain Sale of shares personally held in the co)
(B) For valuable consideration and performance of duties as assigned by the Board of Directors of BAR the Chief Executive Oficer (CEO) shall be issued the following share GRANTS (from BAR Treasury).
(1) 100,000 RESTRICTED shares of BAR Common Stock. Said shares may NOT be liquidated for a period of (6) Months from acceptance of the position of CEO, and in no event earlier than 01/01/2009.
(a). In the event CEO resigns or otherwise vacates the position prior to 01/01/2009 ALL RESTRICTED shares shall be FORFEITED and returned to the Corporate Treasury).
(2) 100,000 Unrestricted shares of BAR Common Stock. Said shares may be tendered for Sale in any manner the CEO desires provided such Sale does NOT adversely affect the 30 day moving average of BAR).
(C) For valuable consideration and performance of duties as assigned by the Board of Directors of BAR the Outside Director (Independant BoardMember) shall be issued the following share GRANTS (from BAR Treasury).
(1) 100,000 RESTRICTED shares of BAR Common Stock. Said shares may NOT be liquidated for a period of (6) Months from acceptance of the position of Director, and in no event earlier than 01/01/2009.
(a). In the event said BoardMember resigns or otherwise vacates the position prior to 01/01/2009 ALL RESTRICTED shares shall be FORFEITED and returned to the Corporate Treasury).
(2) 100,000 Unrestricted shares of BAR Common Stock. Said shares may be tendered for Sale in any manner the Director desires provided such Sale does NOT adversely affect the 30 day moving average of BAR).
(6) Officer Roles & Reponsibilities
(A) There shall be no change to the previously defined Roles and Responsibilities for BTR/BTX Officers.
(B) Barbary Shores Association Officer Responsibilities shall be defined as follows;
(1) Chairman (Bo Beck) - Shall be responsible for strategic oversight of BAR including but not limited to Corporate Compliance, Financial Reporting and Shareholder advocacy.
(2) Outside Director (Yanik Lytton) - Shall serve as an independant advisor to the Chairman and Chief Executive Officer providing input on matters of strategic interest to the company including the following;
(a). Dividend Distribution
(b). Employee Compensation
(c). Strategic Direction
(d). Investor Relations
(e). Corporate Communication
(3) Chief Executive Officer (Kaffe McMahon) - Shall serve at the discretion of the Board of Directors and shall be responsible for the day-to-day tactical operation of the company including the following;
(a). Revenue and Income attainment including Rental pricing and Cost containment.
(b). SIM Occupancy and tenant relations.
(c). Marketing and Advertising (at budgetary levels not to exceed those authorized by the Board of Directors)
(d). Event Coordination as necessary to achieve targets (a), (b), and (c) above.
(e). Corporate Communication consistent with the BAR Board of Directors message including regular posting on the SL CapEx Forums and other communication means (e-mail, notecards, etc.).
(7) Finally, The BTR/BTX Board of Director shall approve acquisition of a NEW SIM and Development of its NEXT Project (a SPORTS & ENTERTAINMENT SIM currently under development independently)
(A). Said SIM is currently a Nestler Investment Co (NIC) excess inventory SIM - it will be re-located to the Barbary Coast Estate for inclusion in the NIC/DCTY/BAR/BTR confederation.
(B). BTX shall be authorized to commence Tier Payments on said SIM (name TBD) beginning September 15, 2008. NIC has agreed to pay all Tier on the SIM until September 15, 2008.
(C). BTX shall be authorized to co-develop the SPORTS Theme with a CONFIDENTIAL Third-Party in Exchange for Cash and/or Shares in BTX as reasonably necessary to complete the project nearterm.
Travis, Kubi, as always, THANK YOU for your participation and guidance regarding both BIG abd BTR. I am confident that the Resolutions described above are attainable and represent the best course of action at this time for BTR.
Please do not hesitate to contact me directly in world or via GMail (bogart.beck@gmail.com) should you have any questions regarding this communique. I'll hold this matter open until I've received comment from you both.
Again, thanks!
Bo Beck
BTR CEO