Reverse Merger to be rescinded..help!!!

[DooDahMan]

Hello,

I own shares in ATEL. ATEL did a reverse merger into SHPS. SHPS has now filed suit to have the merger rescinded. ANyone have any idea what might happen to my ATEL shares if the recission goes through. Here is info about the case that was filed in Utah. Any help is soooo much appreciated.

Oh..1 more question...can a "receiver" file SEC filings?

ACCESSTEL INC - Third Judicial District Court of Salt Lake County, State of Utah, - Appoints Receiver For AccessTel, Inc. In Civil No. 010903821

New York, New York, May 07, 2001 (Market News Publishing via COMTEX) -- Droz,
Reed & Wangsgard, LC announced that its Motion to Appoint Receiver for
AccessTel, Inc. a Utah corporation (the "Company"), was presented to the Third
Judicial District Court of Salt Lake County, State of Utah, in Civil No.
010903821 and was issued on the afternoon of May 3, 2001.

About Civil No. 010903821

On May 1, 2001, Droz, Reed & Wangsgard, LC filed suit in the Third Judicial
District Court of Salt Lake County, State of Utah, Civil No. 010903821, to
assert claims, on behalf of its clients, prior management of Shopss.com, Inc., a
Utah corporation, against AccessTel, Inc. and the original shareholders of
AccessTel, Inc., a Delaware corporation. The Complaint demands rescission of the
Dec. 18, 2000, Share Exchange Agreement (the "Exchange Agreement") by and
between Shopss.com, Inc. a Utah corporation, on the one hand, and AccessTel,
Inc. a Delaware corporation and the shareholders of AccessTel, Inc., a Delaware
corporation, on the other hand. The Complaint alleges that Shopss.com, Inc. was
induced to enter into the Share Exchange Agreement through a series of false
representations made by AccessTel, Inc., a Delaware corporation and the
shareholders of AccessTel, Inc., a Delaware corporation. The Complaint also
includes alternative causes of action for fraud, conversion, injunctive relief,
and the issuance of a Writ of Replevin.


CONTACT: TEL: 810/578-3510 Droz, Reed and Wangsgard, LC
Larry G. Reed

MarketbyFax(tm) - To get the NEWS as it happens, call (604) 689-3041.

(C) 2001 Market News Publishing Inc.

-0-


KEYWORD: New York, New York

*** end of story ***

 

[ALawyer]

This is certainly an unusual event, but if there is a recission, the shares would be cancelled, and you'd be stuck with what looks like shares of a VERY troubled company.

 

[DooDahMan]

Thanks kindly for your response. Let me see if I understand this. My ATEL shares would be cancelled and then I would have the equal number of SHPS shares assuming the recission is ordered by the court.

SHPS was a empty shell(publically traded ghost company) when I bought in because this promising AccessTel Inc compnay had done a reverse merger into SHPS. I originally bought SHPS shares which then became ATEL shares after the reverse merger.

Anyway...thanks again for your reply to my original message and I hope you can clarify this for me.

 

[ALawyer]

My sense is that you lost, or are going to lose your money, one way or another.

I am not sure which company is seeking "out" of the merger -- The shell publicly traded one (which gave huge numbers of its shares to the AccessTel in the reverse merger, or the original Access Tel company.

My assumption is one company is a dog and the other a different breed of dog. If the merger is reversed it is highly likely there would be a special plan devised in settlement discussions to unscamble the egg. Thus speculating about it now is highly unproductive, as legal fees may eat up whatever value exists.