RBR First
Look for a New Media Company to hit the Market today
RBR/TVBR sources confirm that Softwave Media Exchange (SWMX) will begin public trading today after a quick move over the weekend to complete a reverse merger with Edgemont Resources Corp., a publicly traded company that shut down its energy exploration operations in June. The publicly traded shell provided a rapid path for Softwave to take its stock to Wall Street. Edgemont has changed its name to SWMX Inc. and, effective today, the stock will trade on the OTC Bulletin Board with the symbol of SWMX.OB. In connection with the merger, SWMX sold a private placement of four million shares of new common stock at three bucks per share, giving the company 12 million in gross proceeds for expansion and funding of current operations.
Just a few months back SWMX was only known as SWMX Radio(tm), serving 13 of radio's top 15 broadcast groups in the top 50 US markets, including 39 stations with a daily national audience of approximately 8.5 million+ listeners or roughly 39% of the 18+ demo according to Arbitron ratings Mon-Sun 6am-12am. But the company moved quickly into the cable business this past June by launching SWMX Television(tm), which currently delivers access to a national daily cable audience of over 25 million viewers, representing all of the major networks including ESPN, MTV, CNBC, USA Network, Discovery Channel, TBS, TNT, CNBC, and more in (6/20/06 TVBR #120).
More details to be announced this morning, but RBR/TVBR understands that SWMX had been doing a road show over the past few months to line up that 12 million bucks private placement and is ready to grow.
Who owns Softwave and How much
Common Stock Beneficially Owned
|
Name
|
Shares |
Percentage
|
|
5% STOCKHOLDERS
|
|
John I. Keay, Jr.
|
21,706,825 (2) |
10.5%
|
| Robert A. Berman (3) |
20,180,000 (4) |
9.8
|
|
EXECUTIVE OFFICERS AND DIRECTORS
|
|
|
| Joshua Wexler |
34,296,667 (5) |
16.7
|
| Stavros Aloizos |
35,231,667 (6) |
17.1
|
| Charles Omphalius |
17,106,824 (7) |
8.3
|
| Bill Figenshu |
200,000 (8) |
*
|
| James Caci |
0
|
0
|
| Michael Caprio |
21,346,824 (9) |
10.4
|
| Gary Lee |
75,000 (10) |
*
|
| Rick Boyko |
0
|
0
|
|
Bruce L. Lev
|
0 |
0
|
|
Jerry Shereshewsky
|
0 |
0
|
| All directors and officers as a group (10) |
108,256,982 (11) |
52.5%
|
* Less than 1%.
(1) Unless otherwise indicated, the address of each stockholder, director, and executive officer listed above is SWMX, Inc., One Bridge Street, Irvington, New York 10533.
(2) Includes (a) 17,866,825 shares owned directly by John I. Keay, Jr., (b) 1,920,000 shares owned by Keay Family LLC and (c) 1,920,000 shares owned by Suzanne Keay, Mr. Keay's wife. Mr. Keay disclaims beneficial ownership of the shares owned by Suzanne Keay.
(3) Robert Berman's address is 735 Starlight Road, Monticello, NY 12701.
(4) Includes (a) 18,900,000 shares owned directly by Robert A. Berman, (b) 500,000 shares owned by Debbie Berman, Mr. Berman's wife, and (c) 780,000 shares owned by Vista Development, LLC, of which Mr. Berman is the sole member. Mr. Berman disclaims beneficial ownership of the shares owned by Debbie Berman.
(5) Includes (a) 22,080,000 shares owned directly by Joshua Wexler, (b) 7,000,000 shares owned by Wex Holdings LLC, (c) 5,000,000 shares owned by Christine Wexler, Mr. Wexler's wife and (d) 216,667 shares owned by Alowex, LLC. Mr. Wexler is the Manager of Wex Holdings LLC and owns 50% of its membership interests. The Alowex, LLC shares represent Mr. Wexler's proportional interest in shares owned by Alowex, LLC. Mr. Wexler disclaims beneficial ownership of the shares owned by Christine Wexler.
(6) Includes (a) 25,000,000 shares owned directly by Stavros Aloizos, (b) 15,000 shares owned by Aloizos AAU Fund, LLC, (c) 5,000,000 shares owned by Aloizos Family LLC, (d) 5,000,000 shares owned by Doreen Aloizos, Mr. Aloizos' wife and (e) 216,667 shares owned by Alowex, LLC. Mr. Aloizos is the manager of the Aloizos Family LLC and owns 50% of its membership interests. Mr. Aloizos also is the manager and sole member of the Aloizos AAU Fund LLC. The Alowex, LLC shares represent Mr. Aloizos's proportional interest in shares owned by Alowex, LLC. Mr. Aloizos disclaims beneficial ownership of the shares owned by Doreen Aloizos.
(7) Includes (a) 12,330,824 shares owned directly by Charles Omphalius and (b) 4,776,000 shares owned by Omphalius Family LLC. Mr. Omphalius is the manager of the Omphalius Family LLC and its sole member.
(8) Represents options that are currently exercisable into 200,000 shares of common stock.
(9) Includes (a) 15,586,824 shares owned directly by Michael Caprio and (b) 5,760,000 shares owned by 84 Limited LLC of which Mr. Caprio is the sole member.
(10) Consists of (a) 25,000 shares of common stock and (b) 50,000 shares of common stock issuable upon exercise of options held by Mr. Lee.
(11) Includes 250,000 shares of common stock issuable upon exercise of options.
RBR observation: SWMX is unique as their systems are designed by broadcasters understanding a broadcaster's need. Radio as well as TV are seeing and needing a faster means of maximizing inventory and controlling inventory with real-time delivery with value. The key to any station's success is selling out inventory and not having to auction it off, but placing positive value and collecting the cash. Remember, once unsold inventory is gone, you cannot get it back. There is more to SWMX.OB and look for more details tomorrow in RBR.
RBR note: July's RBR/TVBR Solutions magazine where Kathy Crawford, MindShare President/Local Broadcast, focused on the online buying/auction systems and told what she needs from them to make her job easier. Below in Sales & Marketing RBR has re-deployed this into a series this week. Read it follow it as it will help you in adding revenue to your bottom line and understanding technology.
