db7
8 years ago
annual meeting on june 9th, from recent schedule 14A:
"
PRINCETON CAPITAL CORPORATION
4422 Route 27
Building C, Suite 1
Box 89
Kingston, New Jersey 08528-0089
(609) 514-9200
May 24, 2016
Dear Stockholder:
You are cordially invited to attend the Annual Meeting of Stockholders (the “Annual Meeting”) of Princeton Capital Corporation to be held on Thursday, June 9, 2016 at 9:30 a.m., Eastern Time, at 250 West Pratt Street, Suite 2000, Baltimore, Maryland 21201. Only stockholders of record at the close of business on May 18, 2016 are entitled to the notice of, and to vote at, the Annual Meeting, including any postponement or adjournment thereof.
Details regarding the business to be conducted are more fully described in the accompanying Notice of Annual Meeting and Proxy Statement.
It is important that you be represented at the Annual Meeting, and you are encouraged to vote your shares as soon as possible. If you are unable to attend the meeting in person, I urge you to complete, date and sign the enclosed proxy card and promptly return it in the envelope provided. If you prefer, you can save time by voting through the Internet or by telephone as described in the proxy statement and on the enclosed proxy card. Your vote is important.
Sincerely yours,
Munish Sood
Chief Executive Officer
"
db7
9 years ago
Item 4.01 Change in Registrant’s Certifying Accountant.
(a) Previous independent registered public accounting firm.
Effective October 19, 2015, Crowe Horwath LLP resigned as the Company’s independent public accounting firm. The Company provided a copy of the resignation letter in a Form 8-K on October 22, 2015.
(b) New independent registered public accounting firm.
On March 15, 2016, and effective the same date, the Audit Committee of the Board of Directors of Princeton Capital Corporation (the “Registrant”) authorized and approved the engagement of WithumSmith&Brown, PC (“WithumSmith”), as its independent registered public accounting firm to audit the Registrant’s financial statements for the fiscal year ending December 31, 2015 and to perform procedures related to the financial statements included in the Registrant’s quarterly reports on Form 10-Q, beginning with the quarter ended March 31, 2015.
During the Registrant’s fiscal years ended December 31, 2014 and December 31, 2013 and through the date of the engagement of WithumSmith, neither the Registrant nor anyone on its behalf has consulted with WithumSmith, regarding either:
(i) The application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Registrant’s financial statements, and neither was a written report provided to the Registrant nor was oral advice provided that WithumSmith, concluded was an important factor considered by the Registrant in reaching a decision as to an accounting, auditing, or financial reporting issue; or
(ii) Any matter that was either the subject of a disagreement or a reportable event, as each term is defined in Items 304(a)(1)(iv) or (v) or Regulation S-K, respectively.
db7
9 years ago
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 9, 2015
PRINCETON CAPITAL CORPORATION
(Exact name of registrant as specified in its charter)
Maryland 814-00710 46-3516073
(State or other jurisdiction
of incorporation) (Commission
File Number) (IRS Employer
ID Number)
One Riverway, Suite 2020
Houston, Texas
77056
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (713) 595-1453
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
? Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
? Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
? Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
? Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.02 Departure of Directors or Certain Officers: Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 9, 2015, Princeton Capital Corporation (the “Company”) received written notice from Martin Tuchman, a director of the Company, notifying the Company that he was tendering his resignation as a director. Mr. Tuchman’s resignation is effective as of September 9, 2015. In connection with Mr. Tuchman’s resignation, there were no disagreements with the Company, known to an executive officer of the Company, on any matter relating to the Company’s operations, policies or practices.
SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereto duly authorized.
Dated: September 15, 2015
PRINCETON CAPITAL CORPORATION
By: /s/ Gregory J. Cannella
Name: Gregory J. Cannella
Title: Chief Financial Officer
db7
9 years ago
Princeton Capital Postpones 2015 Annual Meeting
.
PR Newswire
Princeton Capital Corporation
13 hours ago
HOUSTON and KINGSTON, N.J., Sept. 9, 2015 /PRNewswire/ -- Princeton Capital Corporation (PIAC) (the "Company") today announced that its Board of Directors has postponed its 2015 annual meeting of stockholders, scheduled to be held at 10:30 a.m. Eastern Time (9:30 a.m. Central Time) on Thursday, September 10, 2015, in order to continue to solicit votes to reach the necessary quorum to conduct business at the Annual Meeting. At a later date, Princeton will provide information related to a rescheduled meeting.
About Princeton Capital Corporation
Princeton Capital Corporation is an externally managed, non-diversified, closed-end investment company that has elected to be regulated as a business development Company under the Investment Company Act of 1940, as amended. Princeton Capital Corporation's investment objective is to maximize the total return to our stockholders in the form of current income and capital appreciation through the debt securities and related equity investments. The Company's investment activities are managed by its Investment Adviser, Princeton Investment Advisors, LLC, which is an investment adviser registered under the Investment Advisers Act of 1940, as amended.
Forward-Looking Statements
Statements included herein may constitute "forward-looking statements," which relate to future events or our future performance or financial condition. These forward-looking statements are not guarantees of future performance, condition or results and involve a number of risks and uncertainties. Actual results may differ materially from those in the forward-looking statements as a result of a number of factors, including those described from time to time in our filings with the U.S. Securities and Exchange Commission. Princeton Capital Corporation undertakes no duty to update any forward-looking statements made herein. All forward-looking statements speak only as of the time of this press release.
Investor Relations contact:
Jennifer Tanguy
Investor Relations Director
713-595-1429
blissedout
9 years ago
While we watch PIAC value melt away (hopefully just temporary), something to read about that little bit of Rampart we still(?) own...... QUES isn't a bad little company either but appear to be moving in other directions. Maybe more focus and energy behind Rampart ahead?
http://www.marketwired.com/press-release/quest-solution-announces-change-to-management-streamlined-capital-structure-otcqb-ques-2052657.htm
September 03, 2015 08:30 ET
Quest Solution Announces Change to Management, Streamlined Capital Structure
Founder and President, Kurt Thomet Resigns; Company Assigns License Agreements, Reduces Near-Term Debt to Strengthen Balance Sheet
HENDERSON, NV--(Marketwired - Sep 3, 2015) - Quest Solution, Inc., the "Company" (OTCQB: QUES), a leading provider in the technology, software, and mobile data collection systems business, today announced that Kurt Thomet has resigned as President of the Company, effective August 26, 2015, to pursue other ventures and to further his involvement as an active participant and board member of News Beat Social, a one-minute video news media company based in Portland, Oregon. Mr. Thomet founded Quest Marketing, Inc., the Company's wholly-owned subsidiary acquired in 2014, in 1993, and has served as President of the Company since 2014. Tom Miller, the Company's Chairman of the Board of Directors and Chief Executive Officer will assume the role of President of the Company effective immediately.
"I am extremely thankful for the many years of exciting growth that employees and vendors of Quest Solution have shared with me," said Mr. Thomet. "Quest Solution is a great company with loyal customers, outstanding employees and strong growth prospects. I am confident in the public company experience of Tom Miller and the sales talent of George Zicman to guide the Company through the successful integration of both current and future acquisitions as they strive to create superior returns for stockholders and an exciting workplace for our industry leading staff."
"We are very grateful to Kurt for his hard work, vision and commitment to our Company," said Mr. Miller. "Kurt helped build a strong leadership team and a winning corporate culture. He was a part of a team that helped create a Company that is working every day to build scale and achieve operational excellence as we service customers in some of the fastest growing industries of our economy. Concurrent with Kurt's departure, we are pleased to announce the following financial developments; each of which serve to improve our balance sheet, continue our focus on an 'asset-light' business model, reduce interest expense, and simplify our capital structure."
Balance Sheet and Capital Structure Improvement
In connection with Mr. Thomet's resignation and in exchange for $1.15 million of value against debts owed to Mr. Thomet, the Company assigned its rights to certain technology licenses and associated intellectual property acquired by the Company from Rampart Detection Systems under an existing Technology License Agreement. Mr. Thomet's intent is to form global partnerships to commercialize technologies for mining, gun barrel detection, cell phone detection, airframe inspection and rebar inspection. As part of the assignment of these licenses, the Company will receive a five-year royalty fee of 3.5% of revenue related to the gun-barrel, rebar inspection and air frame licenses. The Company applied the $1.15 million in proceeds to reduce near-term debt owed to Mr. Thomet.
The Company will also be settling the balance of the two promissory notes issued to Mr. Thomet, the outstanding balance of which is approximately $9.63M, by September 30, 2015 for $5.886 million in cash as well as the $1.15M paid relative to the Rampart licenses as described above. The Company has further agreed to purchase 900,000 shares of Mr. Thomet's common stock no later than December 31, 2015 at a price of at $0.38 per share. Additionally, Mr. Thomet terminated 5,600,000 unexercised warrants to purchase Company common stock under two separate agreements and accepted the termination of his Consulting Agreement with the Company and associated 1,500,000 shares of restricted common stock. The effect of the stock buyback and cancellation of unexercised warrants on the Company's weighted average fully diluted shares is a net 2.4M share reduction, based on the amount reported in our Form 10Q as of June 30, 2015.
Given the debt settlement, the income statement impacts from these changes would include:
Cash interest expense per quarter savings of approximately $47,500,
Non-cash OID interest expense savings per quarter of approximately $138,000
These amounts are based on the historical cash and non-cash interest expenses the company incurred.
"We are excited about this settlement agreement because in addition to providing Mr. Thomet good value, it provides financial flexibility for the company to pursue further growth opportunities, at a more rapid pace than previous," Miller added.
A more detailed description of Mr. Thomet's resignation and the related settlement transaction is available in the Company's corresponding report being filed with the Securities and Exchange Commission on Form 8-K.
About Quest Solution, Inc.
Quest Solution, Inc. is a leading provider in the technology, software, and mobile data collection systems business. In November 2014, the Company announced that Bar Code Specialties, Inc. (BCS) joined with Quest Solution, Inc. The Company intends on continuing to acquire existing companies with revenues and positive cash flow.
Quest Solution, Inc. serves as a national mobility and data collection systems integrator with a focus on design, delivery, deployment and support of fully integrated mobile solutions. The Company takes a consultative approach by offering end to end solutions that include hardware, software, communications and full lifecycle management services. The highly tenured team of professionals simplifies the integration process and delivers proven problem solving solutions backed by numerous customer references.
The recent BCS acquisition is in addition to the recently announced creation of a wholly-owned division focused on commercializing Intellectual Property, Patents and Distribution of industry-specific technologies in an array of new verticals. The new division will focus on the acquisition of existing intangibles, which we anticipate will provide immediate value to the Company.
Information about Forward-Looking Statements
"Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995 Statements in this press release relating to plans, strategies, economic performance and trends, projections of results of specific activities or investments, and other statements that are not descriptions of historical facts may be forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. This release contains "forward-looking statements" that include information relating to future events and future financial and operating performance. The words "may," "would," "will," "expect," "estimate," "can," "believe," "potential" and similar expressions and variations thereof are intended to identify forward-looking statements. Forward-looking statements should not be read as a guarantee of future performance or results, and will not necessarily be accurate indications of the times at, or by, which that performance or those results will be achieved. Forward-looking statements are based on information available at the time they are made and/or management's good faith belief as of that time with respect to future events, and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements. Important factors that could cause these differences include, but are not limited to: fluctuations in demand for the Company's products, the introduction of new products, the Company's ability to maintain customer and strategic business relationships, the impact of competitive products and pricing, growth in targeted markets, the adequacy of the Company's liquidity and financial strength to support its growth, and other information that may be detailed from time-to-time in the Company's filings with the United States Securities and Exchange Commission (the "SEC"). Examples of such forward looking statements in this release include statements regarding growth in our parts and vehicle sales and increases in our ability to produce new products. For a more detailed description of the risk factors and uncertainties affecting the Company, please refer to the Company's recent SEC filings, which are available at http://www.sec.gov. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
Contact Information
Investor Relations & Financial Media:
Investor Contact:
Hayden IR
Brett Maas
(646) 536-7331
brett@haydenir.com
Cameron Donahue
(651) 653-1854
cameron@haydenir.com
db7
9 years ago
pr out, maybe this selling is making them reconsider the r/s:
Princeton Capital Announces the Postponement of Its 2015 Annual Stockholders Meeting
.
PR Newswire
Princeton Capital Corporation
3 minutes ago
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HOUSTON and KINGSTON, N.J., July 31, 2015 /PRNewswire/ -- Princeton Capital Corporation (PIAC) ("Princeton" or the "Company") today announced that the Board of Directors of the Company has determined to postpone the Company's 2015 Annual Meeting of Stockholders, which was originally scheduled to be held at 9:30 a.m. Central Time on Tuesday, August 11, 2015.
The Company has determined to postpone the annual meeting to allow it to file its quarterly reports on Form 10-Q for the first and second quarters of 2015 prior to holding the annual meeting. The annual meeting will now be held at 9:30 a.m. Central Time, on Thursday, September 10, 2015 at One Riverway, Houston, Texas 77056.
No changes have been made to the record date or the proposals to be brought before the annual meeting, which are presented in the proxy statement and related materials that the company filed with the Securities Exchange Commission July 13, 2015. Proxies and voting instructions previously submitted with respect to the Annual Meeting will be valid for the rescheduled meeting.
About Princeton Capital Corporation
Princeton Capital Corporation is an externally managed, non-diversified, closed-end investment company that has elected to be regulated as a business development Company under the Investment Company Act of 1940, as amended. Princeton Capital Corporation's investment objective is to maximize the total return to our stockholders in the form of current income and capital appreciation through the debt securities and related equity investments. The Company's investment activities are managed by tis Investment Adviser, Princeton Investment Advisors, LLC, which is an investment adviser registered under the Investment Advisers Act of 1940, as amended.
Forward-Looking Statements
Statements included herein may constitute "forward-looking statements," which relate to future events or our future performance or financial condition. These forward-looking statements are not guarantees of future performance, condition or results and involve a number of risks and uncertainties. Actual results may differ materially from those in the forward-looking statements as a result of a number of factors, including those described from time to time in our filings with the U.S. Securities and Exchange Commission. Princeton Capital Corporation undertakes no duty to update any forward-looking statements made herein. All forward-looking statements speak only as of the time of this press release.
Investor Relations contact:
Jennifer Tanguy
Investor Relations Director
713.595.1429
To view the original version on PR Newswire, visit:http://www.prnewswire.com/news-releases/princeton-capital-announces-the-postponement-of-its-2015-annual-stockholders-meeting-300122069.html
db7
9 years ago
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 19, 2015
PRINCETON CAPITAL CORPORATION
(Exact name of registrant as specified in its charter)
Maryland 814-00710 46-3516073
(State or other jurisdiction
of incorporation) (Commission
File Number) (IRS Employer
ID Number)
One Riverway, Suite 2020
Houston, Texas
77056
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (713) 595-1460
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
? Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
? Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
? Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
? Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 4.01 Change in Registrant’s Auditors.
(a) Previous independent registered audit firm.
Effective June 19, 2015, the Registrant dismissed Boulay PLLP ("Boulay"), which did audit Registrant’s year-end financial statements for the years ended December 31, 2014 and December 31, 2013 while the Registrant operated as Regal One Corporation. The change in the Registrant’s auditors was recommended and approved by the audit committee of the Board of Directors of the Registrant.
During the Registrant’s fiscal years ended December 31, 2014 and December 31, 2013 through the date of the termination (June 19, 2015) of Boulay, there have been no disagreements with Boulay (as defined in Item 304(a)(1)(iv) of Regulation S-K) on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Boulay, would have caused them to make reference thereto in their report on financial statements for such years.
The report of the independent registered public accounting firm of Boulay as of and for the year ended December 31, 2014 did not contain any adverse opinion or disclaimer of opinion, nor was it qualified or modified as to audit scope or accounting principle.
The Registrant provided Boulay with a copy of this report on Form 8-K in accordance with Item 304(a) of Regulation S-K prior to its filing with the Securities and Exchange Commission and requested that Boulay furnish the Registrant with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the above statements and, if it does not agree, the respects in which it does not agree. A copy of the letter from Boulay filed as Exhibit 16.1 hereto and incorporated herein by reference.
(b) New independent registered public accounting firm.
On June 19, 2015, and effective the same date, on the recommendation of the audit committee of the Registrant’s Board of Directors, the Registrant engaged Crowe Horwath LLP, as its independent registered audit firm to audit the Registrant’s financial statements for the fiscal year ending December 31, 2015 and to perform procedures related to the financial statements included in the Registrant’s quarterly reports on Form 10-Q, beginning with the quarter ended March 31, 2015.
During the Registrant’s fiscal years ended December 31, 2014 and December 31, 2013 and through the date of the engagement of Crowe Horwath LLP, neither the Registrant nor anyone on its behalf has consulted with Crowe Horwath LLP, regarding either:
(i) The application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Registrant’s financial statements, and neither was a written report provided to the Registrant nor was oral advice provided that Crowe Horwath LLP, concluded was an important factor considered by the Registrant in reaching a decision as to an accounting, auditing, or financial reporting issue; or
(ii) Any matter that was either the subject of a disagreement or a reportable event, as each term is defined in Items 304(a)(1)(iv) or (v) of Regulation S-K, respectively.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
16.1 Letter of Boulay PLLP to the Securities and Exchange Commission dated June 25, 2015.
2
SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned hereto duly authorized.
PRINCETON CAPITAL CORPORATION
Dated: June 25, 2015 By: /s/ Gregory J. Cannella
Name: Gregory J. Cannella
Title: Chief Financial Officer, Treasurer and Secretary
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