At the beginning of this year, it appeared that relatively unknown Jacksonville-based company Stakool Inc. was trying to raise its profile as it started an investor relations push.
However, after a series of news releases and Securities and Exchange Commission filings over the past week and a half, investors who have noticed the company are probably very confused about Stakool's status.
Stakool is a publicly traded company that was involved in several businesses, but had no revenue, until it merged with Anthus Life Corp. in 2011.
Anthus is a development-stage company that markets a line of natural and organic food products, and it has been operating as a subsidiary of Stakool since the merger. To help promote its business, Anthus had secured an endorsement agreement with former Olympic gymnast Shannon Miller, who now runs her own health and wellness company in Jacksonville.
The company remains small, recording revenue of only $17,388 in the first nine months of 2012, according to its most recent quarterly report.
In an SEC filing March 20, Stakool revealed that CEO Peter Hellwig, along with Kenji Katayama and Christian Breda, had resigned from all officer and director positions with the company. The three represented the only officers and directors of the company.
"Each of the prior directors informed the company that his decision to resign was not the result of any disagreement with the company on any matter relating to the company's operations, policies or practices," the filing said.
The filing said before their resignations, the three appointed Joseph Canouse as president, CEO and director of the company.
The following day, Stakool issued a news release announcing Canouse's appointment and saying he was "entering into negotiations with the licensee of Pleasant Springs Water to acquire its bottling and license rights."
The owner of Pleasant Springs is a publicly traded Georgia company called Expert Group Inc. Canouse had been serving as chairman of that company, but that was not mentioned in the Stakool release.
Following Stakool's March 21 announcement, Expert Group issued its own release "to clarify statements made by Joseph Canouse and/or Stakool, Inc."
The Expert Group release included this statement by its CEO Al Culbreth and President Robert Rico:
"As the controlling shareholders of Expert Group, Inc. and Pleasant Springs we are shocked by Mr. Canouse's statements! We can say collectively that no such deal is or will be executed and all proper filings are being executed by our legal team at the present moment. Our shareholders can be at peace to know that this rogue action is not and will not be approved by our board."
Stakool followed with a news release March 27 saying that Canouse as "chairman of another public corporation," which it did not name, was tasked by that company with seeking a possible merger.
"At no time were the other members of the board unaware of this and in fact were participants in ongoing discussions regarding the change of control in Stakool, with the advisors and former CEO of Stakool," it said.
However, "as a result of the press release in response to Stakool," the company was no longer pursuing the Pleasant Springs deal, it said.
That same day, Expert Group said in an SEC filing that "the board of the company terminated Mr. Joseph Canouse from his position as Chairman, effective immediately."
So where does this leave Stakool?
Its release last week said it will be addressing the company's capital structure and will be announcing additional officers and directors for its management team.
Both of the company's recent news releases touted its endorsement agreement with Miller. However, Miller was a panelist last week at an Economic Roundtable of Jacksonville luncheon, which gave me an opportunity to ask her about Anthus and Stakool.
Miller said her endorsement agreement with the company ended several months ago and she no longer has any involvement. She was unaware of the management shakeup at Stakool.
The media contact on Stakool's news releases did not respond to voice mail and email messages last week.
The Jacksonville office phone number that was formerly listed on Stakool's SEC filings is no longer in service. The phone number on the company's latest filing listed only Canouse's office number in Alpharetta, Ga.
Canouse did not respond to a voice mail message at that number.
Canouse remains CEO of Quasar
Canouse's name may be familiar to some Jacksonville investors. He also came in as CEO of another publicly traded Jacksonville-based development-stage company after a management shakeup.
Canouse has been CEO of Quasar Aerospace Industries Inc. since April 2011. Quasar operates a flight training school and aircraft repair business at Herlong Airport in Jacksonville.
Before Canouse came in, Quasar founder Dean Bradley had made a number of announcements of pending acquisitions to grow the company, but those deals never materialized.
Quasar reported revenue of $476,677 and a net loss of $660,589, or four cents a share, in 2012.
Former chairman opposes Atlantic Coast Financial merger
Two of the nine members of Atlantic Coast Financial Corp.'s board of directors, including former chairman Jay Sidhu, have formally indicated their opposition to the banking company's proposed merger.
Sidhu and fellow board member Bhanu Choudhrie, who own a combined 6.6 percent of the company's stock, had already been clashing with the rest of the board before the company in February announced a merger agreement with Bond Street Holdings Inc.
In a letter to the board last week, Sidhu said he and Choudhrie are opposing the buyout.
"We do not believe that the terms agreed to by the ACFC board of directors, including the price being offered, are fair to or in the best interest of ACFC's stockholders. We also do not believe that the process the board followed in considering and approving the merger was adequate," the letter said.
"We believe that a recapitalized ACFC will provide much better value to ACFC's stockholders and that changes in board membership and implementing other initiatives we and others have proposed over the past year will provide ACFC stockholders with much better options in the future, either through a sale on better terms than Bond Street is offering or as an independent public company," it said.
Two weeks before the agreement with Bond Street, Sidhu and Choudhrie launched a proxy fight, proposing to replace three members of ACFC's board with three of their own candidates.
"Rather than continue any dialogue regarding a recapitalization, the board refused to give any real consideration to any alternative other than Bond Street and, in our view, hurriedly approved and signed the merger agreement after receiving our proposal regarding changes to the board and our public statements regarding our recommended action toward increasing stockholder value," Sidhu's letter said.
The buyout agreement calls for ACFC shareholders to receive up to $5 a share in cash from Bond Street, but they will only get $3 when the deal is completed. The other $2 will be put into an escrow account that will be held for up to one year to pay any legal costs arising from stockholder claims against the company.
Sidhu's letter said "the $2 holdback for stockholder claims is of great concern to us."
The letter was filed with the SEC on the same day that ACFC filed its preliminary proxy statement for shareholders to approve the merger.
According to the proxy, the board had begun looking at potential buyout partners early in 2012 while also looking at potential recapitalization plans. Bond Street initially made an offer of $2.18 a share in November before raising the offer in February.
The board accepted that offer by a 7-2 vote. The proxy does not say how individual directors voted, but it appears that all directors except Sidhu and Choudhrie are supporting the deal.
The proxy shows that Sidhu and Choudhrie combined are the largest shareholders of the company. The next largest is Mendon Capital Advisors Corp. of Rochester, N.Y., which owns 5.8 percent of the stock.
If the merger is approved, ACFC's subsidiary, Atlantic Coast Bank, will merge into Bond Street's bank subsidiary, Fort Lauderdale-based Florida Community Bank.
In a statement issued in an SEC filing on Friday, the company said a recapitalization propsoal by Sidhu and Choudhrie "presented too much execution risk due to the ability of such stand-by investors to be approved by regulators in a timely manner and that the amount of capital raised would not be sufficient to assure Atlantic Coast Financial Corporation's viability."
Jacksonville Bancorp reports loss
Jacksonville Bancorp Inc. last week reported a final net loss of $43 million, or $7.31 per share, for 2012.
The parent company of The Jacksonville Bank cited several reasons for the loss, including an increase in its provision for losses, an increase in loan-related expenses, a decrease in interest income on loans and expenses related to capital raising activities and an asset sale completed late in the year.
Fortegra reports lower earnings
Fortegra Financial Corp. last week reported adjusted fourth-quarter earnings of $4.4 million, or 21 cents a share, down from $5.4 million, or 26 cents a share, in the fourth quarter of 2011.
The Jacksonville-based insurance services firm said the 2011 earnings were helped by $1.8 million in pretax realized gains.
Net revenue in the quarter, excluding those realized gains, grew 7.5 percent to $30.5 million.
S&P raises ratings for JPMorgan Chase
As JPMorgan Chase & Co. moves ahead with apparent plans to open banking offices in the Jacksonville market, Standard & Poor's Ratings Services last week upgraded its outlook on the banking giant from "negative" to "stable."
S&P said in a news release that JPMorgan Chase seems to have corrected "risk-management missteps" in its chief investment office, or CIO, which produced losses from a "synthetic credit portfolio," or SCP.
"Although we consider the losses resulting from the SCP to be an egregious oversight by management, the bank has taken swift corrective actions, the CIO risk-management missteps appear to be an isolated event, and the losses — in the context of the company's overall earnings power — were manageable," S&P said.
As the Daily Record previously reported, JPMorgan Chase has filed plans for at least six Northeast Florida banking offices with the St. Johns River Water Management District. However, the bank has not filed the necessary applications with its regulator, the U.S. Office of the Comptroller of the Currency.
JPMorgan Chase has a large mortgage banking operation in Jacksonville and currently has one banking office, which is attached to its Baymeadows area mortgage banking center.
Bausch & Lomb files for IPO
Bausch & Lomb Inc. filed a registration statement with the SEC for an initial public offering, formally ending merger speculation for the contact lens and eye care products company.
Johnson & Johnson, which already owns Jacksonville-based contact lens maker Vistakon, had been rumored to be considering buying Vistakon's competitor after Bausch & Lomb's owner, Warburg Pincus LLC, put it up for sale. However, Warburg Pincus decided to go for an IPO instead.
Bausch & Lomb said it has not yet determined a price range or the number of shares for its IPO.
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