Author Topic: PAR - PAR Technology Corporation  (Read 4324 times)

DamienC

  • Newbie
  • *
  • Posts: 21
Re: PAR - PAR Technology Corporation
« Reply #10 on: October 29, 2018, 07:22:07 AM »
https://www.sec.gov/Archives/edgar/data/708821/000114036118041403/s002470x1_s3.htm

Some people can't accept being wrong! Why can't they just accept Adam's proposals?


walkie518

  • Sr. Member
  • ****
  • Posts: 296
Re: PAR - PAR Technology Corporation
« Reply #11 on: October 29, 2018, 07:55:09 AM »
https://www.sec.gov/Archives/edgar/data/708821/000114036118041403/s002470x1_s3.htm

Some people can't accept being wrong! Why can't they just accept Adam's proposals?
just astounding... are they doing this on purpose?  what's the underlying value of this transaction? 

maybe it's all preferred? 

wisowis

  • Jr. Member
  • **
  • Posts: 53
Re: PAR - PAR Technology Corporation
« Reply #12 on: October 29, 2018, 04:42:56 PM »
Hey all -- sorry, I am still wet behind the ears, could someone confirm that this is normal language? Or are they deliberately putting in measures to screw over shareholders?

Quote
Anti-Takeover Effects of Delaware Law, Our Certificate of Incorporation, as Amended and Our Bylaws, as Amended

Certain provisions of Delaware law and our Certificate of Incorporation and Bylaws could make the acquisition of the Company more difficult.  These provisions of the General Corporation Law of the State of Delaware (the “DGCL”) could prohibit or delay mergers or other takeover or change in control attempts and, accordingly, may discourage attempts to acquire us.  These provisions, summarized below, are expected to discourage certain types of coercive takeover practices and inadequate takeover bids and are designed to encourage persons seeking to acquire control of us to negotiate with our board of directors.

Stockholder meetings.  Under our Certificate of Incorporation, only the board of directors, or the chairman of the board of directors or the president pursuant to a resolution approved by a majority of the then authorized number of directors of the Company may call special meetings of stockholders.

Requirements for advance notification of stockholder nominations and proposals.  Our Bylaws establish advance notice procedures with respect to stockholder proposals and the nomination of candidates for election as directors.

Action by written consent.  Pursuant to our Certificate of Incorporation, any action required or permitted to be taken by the stockholders of the Company must be effected at an annual or special meeting of stockholders of the Company, and no action required to be taken or that may be taken at any annual or special meeting of stockholders of the Company may be taken without a meeting except by the unanimous written consent of all stockholders entitled to vote on such action.

Election and removal of directors.  Nominations for the election of directors may be made by the board of directors or a committee appointed by the board of directors, or by any stockholder entitled to vote generally in the election of directors who complies with the procedures set forth in our Bylaws.  All directors (other than those who may be elected by the holders of any then outstanding preferred stock, voting as a separate class) shall be elected for a one-year term expiring at the next annual meeting of stockholders.  Each director shall serve until his or her successor is duly elected and qualified or until his or her death, resignation, or removal. The board of directors has the exclusive right to increase or decrease the size of the board, provided such number will not be less than a minimum of three and more than a maximum of fifteen.Vacancies and newly created directorships resulting from any increase in the authorized number of directors, and any vacancies on the board of directors resulting from death, resignation, disqualification, removal or other cause shall be filled by the affirmative vote of a majority of the remaining directors then in office, even if less than a quorum of the board of directors, or by a sole remaining director, and the directors so chosen shall hold office, subject to the limitations set forth in the Bylaws, until the next annual meeting and until their respective successors are elected and qualified.  Subject to the rights of the holders of any then outstanding preferred stock any director may be removed from office, with or without cause, by the affirmative vote of the holders of a majority of the voting power of all shares of the Company entitled to vote generally in the election of directors, voting together as a single class. This system of electing directors may discourage a third‑party from making a tender offer or otherwise attempting to obtain control of us, because it generally makes replacing a majority of directors more difficult for stockholders.

Undesignated preferred stock.  The authorization of undesignated preferred stock makes it possible for the board of directors, without stockholder approval, to issue preferred stock with voting or other rights or preferences that could impede the success of any attempt to obtain control of us.  These and other provisions may have the effect of deterring hostile takeovers or delaying changes in control or management of the Company.

Amendment of provisions in the Certificate of Incorporation. The affirmative vote of the holders of at least 66 2/3% of all of the shares of the Company entitled to vote generally in the election of directors, voting together as a single class, is required to amend the provisions of our Certificate of Incorporation relating to calling special meetings of stockholders, stockholder actions by written consent, the number and election of directors, and director liability.


walkie518

  • Sr. Member
  • ****
  • Posts: 296
Re: PAR - PAR Technology Corporation
« Reply #13 on: October 30, 2018, 06:54:40 AM »
Hey all -- sorry, I am still wet behind the ears, could someone confirm that this is normal language? Or are they deliberately putting in measures to screw over shareholders?

Quote
Anti-Takeover Effects of Delaware Law, Our Certificate of Incorporation, as Amended and Our Bylaws, as Amended

Certain provisions of Delaware law and our Certificate of Incorporation and Bylaws could make the acquisition of the Company more difficult.  These provisions of the General Corporation Law of the State of Delaware (the “DGCL”) could prohibit or delay mergers or other takeover or change in control attempts and, accordingly, may discourage attempts to acquire us.  These provisions, summarized below, are expected to discourage certain types of coercive takeover practices and inadequate takeover bids and are designed to encourage persons seeking to acquire control of us to negotiate with our board of directors.

Stockholder meetings.  Under our Certificate of Incorporation, only the board of directors, or the chairman of the board of directors or the president pursuant to a resolution approved by a majority of the then authorized number of directors of the Company may call special meetings of stockholders.

Requirements for advance notification of stockholder nominations and proposals.  Our Bylaws establish advance notice procedures with respect to stockholder proposals and the nomination of candidates for election as directors.

Action by written consent.  Pursuant to our Certificate of Incorporation, any action required or permitted to be taken by the stockholders of the Company must be effected at an annual or special meeting of stockholders of the Company, and no action required to be taken or that may be taken at any annual or special meeting of stockholders of the Company may be taken without a meeting except by the unanimous written consent of all stockholders entitled to vote on such action.

Election and removal of directors.  Nominations for the election of directors may be made by the board of directors or a committee appointed by the board of directors, or by any stockholder entitled to vote generally in the election of directors who complies with the procedures set forth in our Bylaws.  All directors (other than those who may be elected by the holders of any then outstanding preferred stock, voting as a separate class) shall be elected for a one-year term expiring at the next annual meeting of stockholders.  Each director shall serve until his or her successor is duly elected and qualified or until his or her death, resignation, or removal. The board of directors has the exclusive right to increase or decrease the size of the board, provided such number will not be less than a minimum of three and more than a maximum of fifteen.Vacancies and newly created directorships resulting from any increase in the authorized number of directors, and any vacancies on the board of directors resulting from death, resignation, disqualification, removal or other cause shall be filled by the affirmative vote of a majority of the remaining directors then in office, even if less than a quorum of the board of directors, or by a sole remaining director, and the directors so chosen shall hold office, subject to the limitations set forth in the Bylaws, until the next annual meeting and until their respective successors are elected and qualified.  Subject to the rights of the holders of any then outstanding preferred stock any director may be removed from office, with or without cause, by the affirmative vote of the holders of a majority of the voting power of all shares of the Company entitled to vote generally in the election of directors, voting together as a single class. This system of electing directors may discourage a third‑party from making a tender offer or otherwise attempting to obtain control of us, because it generally makes replacing a majority of directors more difficult for stockholders.

Undesignated preferred stock.  The authorization of undesignated preferred stock makes it possible for the board of directors, without stockholder approval, to issue preferred stock with voting or other rights or preferences that could impede the success of any attempt to obtain control of us.  These and other provisions may have the effect of deterring hostile takeovers or delaying changes in control or management of the Company.

Amendment of provisions in the Certificate of Incorporation. The affirmative vote of the holders of at least 66 2/3% of all of the shares of the Company entitled to vote generally in the election of directors, voting together as a single class, is required to amend the provisions of our Certificate of Incorporation relating to calling special meetings of stockholders, stockholder actions by written consent, the number and election of directors, and director liability.

Mgmt doesn't want to get fired...likely it gets ugly

wisowis

  • Jr. Member
  • **
  • Posts: 53
Re: PAR - PAR Technology Corporation
« Reply #14 on: October 31, 2018, 03:23:51 AM »
ADW Capital has released a second letter to PAR management in response to their S-3: https://www.prnewswire.com/news-releases/adw-capital-seeks-immediate-sale-of-par-technology-300740825.html

wisowis

  • Jr. Member
  • **
  • Posts: 53
Re: PAR - PAR Technology Corporation
« Reply #15 on: December 06, 2018, 04:05:43 PM »
Donald Foley stepping down as CEO, Savneet Singh named interim CEO: https://www.businesswire.com/news/home/20181206005901/en/

Great news for shareholders. I recall listening to Savneet Singh's interview on Patrick O’Shaughnessy's podcast: http://investorfieldguide.com/savneet/

Quote
PAR Technology Corporation (NYSE:PAR) (the “Company”) announced today that Savneet Singh, a member of the Company’s Board of Directors since April 2018, has been appointed Interim Chief Executive Officer (“CEO”) and President of the Company, effective December 4, 2018. The Company also announced that Dr. Donald H. Foley has stepped-down as CEO and President, and as a director of the Company. The Board’s Nominating and Corporate Governance Committee has initiated a search process to identify a permanent CEO and has retained a leading executive search firm to assist in its efforts.

Mr. Singh is a partner of CoVenture, LLC, a multi-asset manager with funds in venture capital, direct lending, and crypto currency. He has served as a partner of CoVenture since June 2018. From 2017 – 2018, Mr. Singh served as the managing partner of Tera-Holdings, Inc., a holding company of niche software businesses that he co-founded. In 2009, Mr. Singh co-founded GBI, LLC (f/k/a Gold Bullion International, LLC (GBI)), an electronic platform that allows investors to buy, trade and store physical precious metals. During his tenure at GBI, from 2009 – 2017, Mr. Singh served as GBI’s chief operating officer, its chief executive officer, and its president. In 2018, Mr. Singh joined the board of directors of Blockchain Power Trust (TSXV: BPWR.UN; TEP.DB); he also serves on the boards of directors of LottoGopher Holdings, LLC, Produce Pay, Inc. and EcoLogic Solutions, Inc.

On behalf of the Board, Cynthia Russo, Lead Independent Director, commented, “Don helped guide the Company through a period of significant transition and development. We thank Don for his service. Looking ahead, the search to identify a permanent CEO is well underway and we will work diligently to identify the best candidate to lead the Company and drive stockholder value. We are pleased to have an executive of Savneet’s caliber lead the Company during this interim period and expect his technology and business experience will ensure a smooth transition period.”

Mr. Singh commented, “I am looking forward to working closely with the Board and management team to move the Company forward during this transition period.”


walkie518

  • Sr. Member
  • ****
  • Posts: 296
Re: PAR - PAR Technology Corporation
« Reply #16 on: December 06, 2018, 04:13:01 PM »
Donald Foley stepping down as CEO, Savneet Singh named interim CEO: https://www.businesswire.com/news/home/20181206005901/en/

Great news for shareholders. I recall listening to Savneet Singh's interview on Patrick O’Shaughnessy's podcast: http://investorfieldguide.com/savneet/

Quote
PAR Technology Corporation (NYSE:PAR) (the “Company”) announced today that Savneet Singh, a member of the Company’s Board of Directors since April 2018, has been appointed Interim Chief Executive Officer (“CEO”) and President of the Company, effective December 4, 2018. The Company also announced that Dr. Donald H. Foley has stepped-down as CEO and President, and as a director of the Company. The Board’s Nominating and Corporate Governance Committee has initiated a search process to identify a permanent CEO and has retained a leading executive search firm to assist in its efforts.

Mr. Singh is a partner of CoVenture, LLC, a multi-asset manager with funds in venture capital, direct lending, and crypto currency. He has served as a partner of CoVenture since June 2018. From 2017 – 2018, Mr. Singh served as the managing partner of Tera-Holdings, Inc., a holding company of niche software businesses that he co-founded. In 2009, Mr. Singh co-founded GBI, LLC (f/k/a Gold Bullion International, LLC (GBI)), an electronic platform that allows investors to buy, trade and store physical precious metals. During his tenure at GBI, from 2009 – 2017, Mr. Singh served as GBI’s chief operating officer, its chief executive officer, and its president. In 2018, Mr. Singh joined the board of directors of Blockchain Power Trust (TSXV: BPWR.UN; TEP.DB); he also serves on the boards of directors of LottoGopher Holdings, LLC, Produce Pay, Inc. and EcoLogic Solutions, Inc.

On behalf of the Board, Cynthia Russo, Lead Independent Director, commented, “Don helped guide the Company through a period of significant transition and development. We thank Don for his service. Looking ahead, the search to identify a permanent CEO is well underway and we will work diligently to identify the best candidate to lead the Company and drive stockholder value. We are pleased to have an executive of Savneet’s caliber lead the Company during this interim period and expect his technology and business experience will ensure a smooth transition period.”

Mr. Singh commented, “I am looking forward to working closely with the Board and management team to move the Company forward during this transition period.”
this is a fabulous development...


peterHK

  • Full Member
  • ***
  • Posts: 106
Re: PAR - PAR Technology Corporation
« Reply #17 on: December 06, 2018, 05:21:06 PM »
What can ADW really do? I've spoken with Adam and he's sharp, takes big positions, and is loud about them, but I've yet to see him actually affect any change anywhere, especially when dealing with a founder.

I find the whole thing odd. We have an activist saying that Brink is worth $2 billion in 2020 (3x the share price today), but that same activist wants to have the company sold today? Why would you do that? What PE firm looking for a bargain is going to give you say a 100% premium today to make this worthwhile?

We have another firm saying that shares are at least worth $30, but what PE firm is going to want to pay fair value for the assets? I'd see a buyout at $25 maybe, but that's 30% upside for me as a shareholder coupled to a company with no EBITDA, low gross margins, etc. Don't see how that's so asymmetric.

If it were me, I'd be asking for new management and a new board, and get some smart people on it who can build this business.

walkie518

  • Sr. Member
  • ****
  • Posts: 296
Re: PAR - PAR Technology Corporation
« Reply #18 on: December 07, 2018, 08:59:54 AM »
What can ADW really do? I've spoken with Adam and he's sharp, takes big positions, and is loud about them, but I've yet to see him actually affect any change anywhere, especially when dealing with a founder.

I find the whole thing odd. We have an activist saying that Brink is worth $2 billion in 2020 (3x the share price today), but that same activist wants to have the company sold today? Why would you do that? What PE firm looking for a bargain is going to give you say a 100% premium today to make this worthwhile?

We have another firm saying that shares are at least worth $30, but what PE firm is going to want to pay fair value for the assets? I'd see a buyout at $25 maybe, but that's 30% upside for me as a shareholder coupled to a company with no EBITDA, low gross margins, etc. Don't see how that's so asymmetric.

If it were me, I'd be asking for new management and a new board, and get some smart people on it who can build this business.
you don't think Singh fits the bill?

or do you see his appointment as a means to effect that change? 

peterHK

  • Full Member
  • ***
  • Posts: 106
Re: PAR - PAR Technology Corporation
« Reply #19 on: December 07, 2018, 11:36:37 AM »
What can ADW really do? I've spoken with Adam and he's sharp, takes big positions, and is loud about them, but I've yet to see him actually affect any change anywhere, especially when dealing with a founder.

I find the whole thing odd. We have an activist saying that Brink is worth $2 billion in 2020 (3x the share price today), but that same activist wants to have the company sold today? Why would you do that? What PE firm looking for a bargain is going to give you say a 100% premium today to make this worthwhile?

We have another firm saying that shares are at least worth $30, but what PE firm is going to want to pay fair value for the assets? I'd see a buyout at $25 maybe, but that's 30% upside for me as a shareholder coupled to a company with no EBITDA, low gross margins, etc. Don't see how that's so asymmetric.

If it were me, I'd be asking for new management and a new board, and get some smart people on it who can build this business.
you don't think Singh fits the bill?

or do you see his appointment as a means to effect that change?

He is a temporary CEO.