Orange 21 is giving each of its existing shareholders the right to buy one share of its common stock for $0.80 cents for each share they currently own or warrant they have. Before the offering, they had 8,199,314 shares outstanding. Assuming that everybody buys the shares, they would have 17,744,128 shares outstanding afterwards and would raise $7,635,851.20
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Spy Optic’s parent company Orange 21 announced today that it was offering 7.6 million-dollars of common stock to its current share holders for 80 cents per share.
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After being dismissed as its CEO in September and having repeated attempts to merge with his No Fear retail stores squashed, Spy and No Fear founder Mark Simo submitted his letter of resignation from the Orange 21 board of directors.
Here’s Simo’s letter to Stone Douglas, Orange 21’s chairman, which was submitted to the SEC:
Dear Stone:
As you well know, I have great affection for the Spy brand and business. I created the brand, successfully grew it and the business, and then over the course of nearly two years revived them both. I put my money, along with a significant amount of time and effort, into the company and persuaded numerous shareholders to invest also. It was a severe blow, then, to be summarily dismissed as chief executive officer in September. The rationale for that decision by the board remains a mystery to me still.
Nevertheless, I have stayed on as a director in an effort to assist in maximizing value for all shareholders. I have done so because of my confidence in the brand and its future. I am convinced, as much as I ever have been, that real opportunities exist for enhancing shareholder value while at the same time doing right by the company’s employees and business partners. I believe that, in this radically changing environment, the merger I have proposed with No Fear Retail Stores offers the best opportunity to achieve those goals. There may be other options that the board also should consider, but the one thing this company cannot afford is to do nothing. That, unfortunately, is the course this board has chosen to take.
Collapsing consumer demand and limited capital availability, and the overall global economic slowdown, have created unprecedented challenges for Spy. Management has a duty to work vigorously and diligently to address these challenges, and the board is obliged to intensify its oversight and support. This management and this board have done just the opposite. Since September, as the economic crisis has deepened, there have been a mere handful of board meetings, all of them brief, and not one of them dealing substantively with management’s strategy for maintaining revenue and trimming costs.
The board has been similarly indifferent to other matters of significant importance to the company’s business and well-being. I have attempted repeatedly to negotiate a commercial agreement for future orders with No Fear, only to be summarily dismissed. If this is how the company now deals with one of its largest customers, I have serious concerns about its retention of other major accounts. There is also the matter of my outstanding compensation. I have presented several possible structures and elements in order to move us toward a reasonable settlement, but the company has been unresponsive. You finally assured me that the matter would be resolved by the end of November, but I have yet to receive a settlement proposal.
My repeated attempts to convene board meetings to address these challenges have been ignored or denied. This pattern of passivity is dangerous and is inexcusable. Ultimately, it has made it impossible for me to fulfill my fiduciary duties as a director of the company. Accordingly, and with great disappointment, I am resigning as a director of Orange 21 and any and all of its subsidiary companies, effective immediately.
Let there be no misunderstanding that, on behalf of No Fear, a significant shareholder of the company as well as its largest customer, and as a shareholder in my own right, I will continue to expect and demand more accountability from the company’s management and board.
| Sincerely, |
| Mark Simo |
You probably recall I wrote at some length about the letter from former Orange 21 CEO Mark Simo to the Orange board of directors requesting/recommending strongly talks between Orange and No Fear, of which Mr. Simo is the CEO and 37% shareholder, about a merger between the two. Orange said, “No thanks.” Read more here.
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I imagined you noticed recently that the retailer, No Fear, proposed a merger to the board of directors of Orange 21 (Spy Optics). Orange announced November 5th that they were not considering it. We’ll see what, if anything happens next. But in the meantime, I think it’s instructive to review a little of the history and relationships that exist between Orange 21 and No Fear. And there may be a lesson for companies battling to manage through the recession.
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According to Boardsport SOURCE:
Spy Optics announced that the company has recently changed its distribution model for the UK and it is now shipping directly to all British customers.
Spy’s European HQs, located in Northern Italy, near its primary factory where over 90% of its eyewear is manufactured, is responsible for developing and managing all international markets and the main focus has been building the major direct markets such as Italy, France, Spain, and now the UK. In addition, this office is responsible for developing sales through distributors in Africa, Asia, Oceania and Central/South America.
To support their introduction into the UK market, Spy is proud to announce a fresh new sales team based in Devon, one of the best British surfing spots. Paul and Richard Lane, and a group of sales agents will be supporting the Spy dealers throughout the UK territory.Paul and Richard have been involved in extreme sports for the past two decades starting as active participants of various sports such as Motocross, wakeboarding and Snowboarding. It was with this passion that they both eventually started working in the industry. Paul and Richard focus only on brands that offer the best quality, service, and product design and technology. “We are very happy to be working with Spy. The team based in Italy are so professional and are absolutely dedicated to giving great customer service and an amazing product range that we are very proud to represent” from Paul and Richard words. Their long and successful track record in the UK action sport market is a great place for Spy to accelerate the selective and progressive distribution of the Spy brand in the market.
K-FIVE got a little glimpse of Hollywood this Saturday when Christopher “BIG BLACK” Boykin showed up to hang with his fans here in Encinitas.
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