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Corporate History Prior to the Acquisition of Nexus Media Communications
Ergo Science Development Corporation ( ESDC ) was incorporated on January 23, 1990. ESDC operated as an S Corporation from inception to September 10, 1992, when it converted to a C Corporation. In April 1995, ESDC went through a recapitalization whereby all the stock of ESDC was exchanged on a one-for-one basis for an equal amount of stock in Ergo Science Holdings, Incorporated, which previously was a wholly owned subsidiary of ESDC. Subsequent to the recapitalization, Ergo Science Holdings, Incorporated changed its name to Ergo Science Corporation.
From our incorporation through March 2001, we were engaged in the development of ERGOSET tablets for the treatment of type 2 diabetes. In March 2001, we decided that the next phase of the development of ERGOSET would be better undertaken by a company that has more experience with human drug development and more resources for regulatory approval and marketing than we do.
From our inception through 2005, the Company has been unprofitable every year except 2003. We were profitable in 2003
solely because of the sale of the Company s science assets to Pliva.
From November 2003 until February 2005, the Company had been reviewing and evaluating potential acquisitions.
Acquisition of Nexus Media Communications
(the Transfer Restrictions ), which are contained in Article XII of the Company s Certificate of Incorporation (the Certificate ). The Transfer Restrictions
to preserve certain valuable tax benefits (the Tax Benefits ) to which the Company is entitled.
As a result of the Determination, the Board modified the text of Article XII. (1) of the Certificate to read as follows:
The day after the sixth anniversary of the effective date of the merger is October 20, 2007. Additionally, the Board extended the Expiration Date until October 20, 2007.
The market for Nexus Media s products and services is competitive.
The competition for Nexus Media s products and services is highly fragmented by product offering and by geography. On a global level, larger international firms operate in many geographic markets and have broad product offerings in trade shows, conferences, publications and direct marketing products and other.
Nexus Media has not previously acted as a stand-alone company.
Prior to April 1, 2005, Nexus Media had no history of operating as a stand-alone company, and it may be unable to make the changes necessary to operate as a stand-alone company, or it may incur greater costs as a stand-alone company that may cause its profitability to decline. Nexus Media had been operated by Highbury House as a
Trade Show exhibit space and ad pages could decline as a result of an economic slowdown in the United Kingdom, future terrorist attacks, or geopolitical concern.
Nexus Media depends on securing desirable dates and locations for its trade shows and conferences, which it may not be able to secure.
Nexus Media s trade shows, conferences and publishing revenues vary due to the movement of annual events or publication mailing dates and the timing of its customers product launches.
Nexus Media depends in part on new product introductions, and the process of researching, developing, launching and establishing profitability for a new event or publication is inherently risky and costly.
Nexus Media s overall operations may be adversely affected by risks associated with international operations.
Reliance on principal vendors could adversely affect business.
Increases in paper or postage costs could cause Nexus Media s expenses to increase and may adversely affect business.
Our future capital requirements may exceed our current capital resources.
Nexus Media may not be able to protect its intellectual property.
A material weakness in the Company s internal controls could have a material adverse effect on the Company.
, resulting in a restatement of certain financial statements of Ergo as filed on Form 10-Q/A on November 22, 2005.
Full 10-K form ▸
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