First Physicians Capital Group Inc (EM) (FPCG)

Does anyone know exactly what happened here? Seems like volume locked down and they recently started distributions.

Is anyone in touch with the company? Can't find any contact info and the number listed goes to "Westman Partners". I still have some shares and would like to contact them to see what is going on.

$.55/share, based on the number of old shares.

I will be one of the people with less than 2000, so I will be cashed out? And what will be the cash out price and is it based on number of the old or new shares?

FPCG one for 2,000 reverse split:

http://www.otcbb.com/asp/dailylist_detail.asp?d=10/24/2014&mkt_ctg=NON-OTCBB

Shareholders approve of 1-for-2,000 reverse split (10/15/14)

http://www.sec.gov/Archives/edgar/data/1003226/000119312514377110/d807645d8k.htm

Shareholder's Meeting scheduled for 10/15/14 at 9:00 am.

Record Date was 8/28/14.

Definitive Proxy (9/15/14):

http://www.sec.gov/Archives/edgar/data/1003226/000119312514341475/d744327ddef14a.htm

http://biz.yahoo.com/e/140624/fpcg8-k.html

Sometimes companies will only pay out based on street name so, for example, only if "Etrade" holds less than 1,999 shares. If that happens, all of the 1,999 holders with an Etrade account don't get cashed out.

Been there.

I figure the guys below 2000 shares will just get the money paid out in case the deal goes through if they just hold.

Important distinction by the way in case you're stuck with your 1,999 shares. There will still be a market to sell them.

A lot of times companies think it won't be trading but it will.

Sure I realize that. I was initially thinking the former one but I realize they just deregister. Obviously a lot better than the other alternative. What I meant was that I think that GLG* wanted to do both unless I'm mistaken.

Delisting and deregistering dont mean no trading. Delisting just means nonreporting pink. The thing will still trade though.

Example:
http://money.cnn.com/news/newsfeeds/articles/prnewswire/CG72083.htm

Yeah it's weird because I have seen companies do this and in addition also wanted to delist their stock as a whole. Didn't GLGI wanted to do the same deal including a complete delisting after the RS if they were able to finance the whole deal?

No, it will be like AYSI. "Going private" still means public ironically. Just ceases the SEC reporting requirement.

Isn't it the case that the stock will basically cease trading after everything is said and done?

so, 1 for 2000 means with current stock price 40 cents a share, future stock price 800 bucks a share ....?
holidng 50k shares and still contemplating what to do...whether to sell or not....

They announced a 1 for 2,000 reverse split on Friday - Google "fpcg reverse split" and you should be able to find it. Might be an SEC filing too? Not sure. 1,999's are arbitraging $0.55 buyout price.

Anyone still following FPCG? Price is down today, with no news or filings. Also, there has been an almost endless string of 1999 share trades, which is interesting as well.

BUX

this is a great buy as it just started the breakout

Great news! If the CFO was surprised by it that says something IMO.

Then again maybe he was just surprised you called him on it lol.

Thats good news, maybe this thing with reach 0.50 on tomorrow.

Called the CFO about the delisting language in the past filings. He seemed surprised by it, but wouldn't answer any questions about it, instead referring me to their SEC attorney. My strong hunch here is that this is just attorneys covering themselves, and there is real no danger of delisting.

They collected $4.3M in back receivables this Q!! Nice! This Q may not be repeatable at the $0.06 level because the earnings may be receivables valuations adjustments, but still a very good Q and a nice bump in cash on hand.

NET REVENUE
Net revenue from services was $6.9 million for the three month period ended March 31, 2014, compared to $6.1 million for the three month period ended March 31, 2013, representing an increase of $0.8 million, or 13.1%. A portion of the Company’s management fee revenue is based on successful collection of client accounts receivable. In March 2014, the Company successfully collected $4.3 million in accounts receivable related to fiscal years 2012 and 2013. The increase in net revenue for the quarter was primarily the result of these collections. Net revenue from services was $11.8 million for the six month period ended March 31, 2014, compared to $9.6 million for the six month period ended March 31, 2013, representing an increase of $2.2 million, or 22.9%. This increase was primarily attributable to the increase in accounts receivable collections for the period, and an increase in the scope and price of services provided by the Company under the contracts to provide healthcare management.

They got a CFO - yay! Maybe someone I can finally get on the phone with.

Change in Management
On March 24, 2014, the Board appointed Adrian B. Reeder to the position of Chief Financial Officer of the Company effective April 7, 2014 to serve until his successor is duly appointed and qualified or until his earlier resignation or removal.

Because they are going to be bought out IMO... We will see. Something is up. If they aren't going to uplist they should reverse split, clean up the share structure and get rid of all these dilutive warrants, uplist, and get a valuation of 5x what they are trading at today.

These guys just went to a lot of trouble and expense to become fully reporting.

6.6M options forfeited - NICE! That takes down the possible diluted count a notch.

For the three and six month periods ended March 31, 2014 and 2013, the Company had stock options outstanding to purchase up to 150,000 and 6,760,000 shares of common stock, respectively, and warrants outstanding to purchase up to 6,730,879 and 360,000 shares of common stock, respectively, which had strike prices above market value and so are considered “out-of-the-money.” As a result, they were excluded from the computation of diluted earnings per share.

Rawnoc,

My reading of this is they aren't going to deregister unless they sell the company. They were required by the SEC law to include that language because they were contemplating the reverse split.

Because condition A - "contemplation of reverse split" made it much easier to do item B - "deregister and go private" - they were under obligation to disclose it under SEC law. It doesn't mean the intent of the reverse split was to go private. It just means the reverse split would streamline going private and ANYTHING that might remotely affect going private has to be mentioned according to SEC rules.

That said this is a very shareholder unfriendly company at the moment. It is nearly impossible to talk to anyone. This isn't shocking since the CEO and his assistant run an organization with 170 employees. That is a very tight ship.

I haven't read the current filing since I am no longer in it but it is from this one.

http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=9910404

Is Item 4 in the current 10Q, or a past filing? I didn't see it in the current filing.

Why would the reporting person do such a thing? How does that benefit them and why would small shareholders go along with it?

There is no denying that. It could end up being a huge play and when I first saw it I thought it would be. It could be another that got away.

I don't like it either which is why I kept my position small and I diversify rather than a nonexistent position. :)

Pretty happy with the move so far.

I don't know why. I just know I thought this was one of those once a year type of finds until KIK showed me that. Maybe they don't r/s and deregister? I just don't like it being mentioned as a possibility.

They paid off their bridge note holders and had warrant exercises at much higher levels. Several 10%+ holders have big warrant positions, so they are incentivized to have the stock rise.

BUX

Item 4. Purpose of Transaction
The Reporting Persons have acquired the securities of the Issuer beneficially owned or which could be deemed to be beneficially owned by them for investment purposes and may acquire additional securities, or dispose of some or all of the securities, from time to time, depending upon price and market conditions, evaluation of alternative investments and other factors.
The Reporting Persons are evaluating potential transactions that could allow the Issuer to become eligible to terminate its registration under Section 12(g)(4) of the Act. As of the date of this Statement, the Issuer has approximately 353 stockholders, a significant portion of which hold small positions in the Issuer’s Common Stock. The Reporting Persons intend to support a reverse stock split by the Issuer, which would result in the Issuer having fewer than 300 stockholders and becoming eligible to terminate the Issuer’s registration.
Other than this evaluation, the Reporting Persons do not have any present plans or proposals that relate to or would result in any of the actions required to be described in Item 4 of Schedule 13D. Each of the Reporting Persons may, at any time, review or reconsider its position with respect to the Issuer and formulate plans or proposals with respect to any of such matters.

Wow! Huge increase in their cash position which makes me feel good.

That deregister thing was from a large holder, not the company, so we don't really know the company's stance on that.

Seems odd that the company would catch up on years of filings only to deregister and take out small shareholders at a price lower than the current price. Stranger things have happened, but according to the 10Q, "In April 2014, we accepted two warrant exercises in the amount of 150,000 and 210,000 shares of Common Stock, at an exercise price of $0.625 and $0.50 per share, respectively, for an aggregate purchase price of $198,000 from two investors."

Why would investors, presumably in the know, exercise warrants at $0.625 and $0.50 ahead of deregistering? To buy votes? Or...maybe no deregister?

Deregistering? Going private?

Yes I know. This could have been one of the best plays to come around in years and still could be but they are thinking about doing a R/S and deregistering.

FPCG just reported $3.6 million in profit, for this quarter alone!

Looks like its not good but bad, someone with the company has converted shares and now they are selling into the market. All sells and no buys, this will go back to 0 .02 where it belongs.

I havent read it fully but I believe it is neither good or bad news. Just a statement of fact that was already included in the reports that were filed.

Still researching...

News out. Is this a good or bad thing. Schedule 13D.

I believe it is a buy. Last years results indicate they are sustainable. 36% growth in the 1st q doesnt hurt either. .09 last year ignoring discontinued ops and using the fully diluted figures. Your opinion?

is FPCG a buy here? .03 annualized .12....is that sustainable the .03? PE of 3.... ?