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User:W Nowicki/FAB Universal

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FAB Universal
Company typePublic
AMEX: FU
Founded1996
Websitewww.fabuniversal.com

FAB Universal is the US-based company formed from a long series of mergers and acquisitions, including Liberated Syndication, Wizzard Software and Digital Entertainment International.

History

[edit]

Wizzard Software Corporation was founded in late 1995 and registered in Delaware on February 29, 1996, to license speech recognition software from AT&T and IBM. Christopher J. Spencer served as chief executive, and Armen Geronian was a co-founder and served as chief technical officer. Spencer and Geronian had developed money transfer service software called ChinaWire.[1] Wizzard's product was called the Interactive Voice Assistant, and its operations were in Pittsburgh, Pennsylvania.

Balanced Living was incorporated in Nevada in January 1998, by Jeannene N. Barham and others with personal financing, that offered motivational seminars, books and related products by her sister Rose N. Blackham. It did business in a subsidiary called The Balanced Woman, incorporated on July 1, 1998 in Colorado, with operations in Salt Lake City, Utah.[2] After the burst of the dot-com bubble, the company experienced losses and investigated outside investment or a merger. On May 26, 2000 the Balanced Woman, Incorporated, business was spun off, still based in Colorado and Utah.[1] On May 30, 2000 Jeffrey Hardman became president, as part a merger agreement with Wizzard.[3] Its shares were listed on the OTC Bulletin Board (OTC BB) under symbol WIZD in April 2000. Investors (aside from the principals) included Corporate Capital Management LLC of Minnetonka, Minnesota, and Voice Recognition Investment Limited Partners, of Chapel Hill, North Carolina.[4]

Speech Systems Incorporated (registered in Florida) was acquired by Wizzard on May 22, 2001.[5] April 2004, Wizzard acquired MedivoxRx Technologies, based in Pittsford, New York.[5] MedivoxRx, founded in 200, developed a "talking bottle" called Rex which would play voice instructions for taking prescription medicines.[6] On March 18, 2005 the company agreed to acquire Interim Healthcare of Wyoming for about $1.2 million in cash and stock.[5] Wizard planned to incorporate speech recognition into medical nurse and office workflows.[7] Revenues increased from about $524,000 to $1.7 million from 2004 to 2005, while net losses also increased from about $5.5 million to almost $6 million.[8]

In 2006 the company moved into the podcasting service and technology business, after receiving requests to use its text-to-speech technology to generate podcasts from written articles. In July 2006 they acquired Switchpod.com for about $205,000 and in September Blastpodcast.com, which closed in December 2006 for $40,000.[9] Jake Fisher and Weina Scott, the owners of Switchpod, were 17 years old at the time, so their parents signed the merger agreement.[10]

Webmayhem Incorporated, doing business as Liberated Syndication (shortened to Libsyn) was founded in 2004 in Pittsburgh by students at the University of Pittsburgh David J. Chekan, Matthew T. Hoopes, David Mansueto and Martin Mulligan.[11] High-profile podcasting clients of the service included National Public Radio and the Grammar Girls. Wizzard agreed to acquire Libsyn for about $15 million in stock shares in October 2006.[12] Speech recognition software could be used to target advertising on podcasts. The Libsyn merger closed on February 27, 2007, and a brand called Wizzard Media to distribute its podcasts, which used the domain name www.wizard.tv.[9]

In February 2008, Wizzard's shares were moved to the American Stock Exchange with symbol WZE.[13] Although the Great Recession affected profitability, the number of download requests for podcasts grew from 1 billion in 2007, 1.6 billion in 2010.[14] Through 2011 the company continued to post losses, and its share price dropped below the minimum required for listing.[15] A 1-for-12 reverse stock split was approved, and took effect in February 2012 while negotiating on a proposed merger agreement.[16][17] In May 2012, the American Stock Exchange was renamed NYSE MKT.[18]

Since technology such as Siri had became available on common devices such as the iPhone, the planned business in speech recognition for health care had never materialized. The company's medical business (Interim Healthcare) was spun out to shareholders, effective October 1, 2012, as Future Healthcare of America, traded as symbol FUTU on the OTC BB. It had locations in Casper, Wyoming and Billings, Montana.[19][7]

Digital Entertainment International, Limited, was a distributor of digital entertainment media in Asia, though kiosks and stores with the FAB brand. FAB was organized in the Hong Kong Special Administrative Region, as a subsidiary of Universal Entertainment Group Limited in the British Virgin Islands.[7] The FAB brand was created in 2008 for self-service kiosks that allow customers to download music, movies and TV episodes on their portable devices while video ads are played. Around 12,500 were located throughout China.[14] Wizzard agreed on terms to acquire FAB on April 5, 2012, after an initial announcement in August 2011.[15] In September 2012, the acquisition completed and the resulting company renamed itself FAB Universal Corporation. Its stock symbol changed to FU effective October 9, 2012.[20] The speech processing software part of the business was renamed Wizzard Speech Software in late 2012. It markets a product AT&T Natural Voices that translates text to speech, Wizzard Wavefile Factory software for Microsoft Windows, and service to convert text to speech.[21] In April 2013, it was reported that Laurie Sims led the Libsyn division. The combined company had 24 employees in Oakland neighborhood in Pittsburgh and about 192 in China.[22]

The combined company continued with Spencer as chief executive, but Zhang Hongcheng became chairman of the board of directors, and Bingbin Zhong became vice president of finance.[23] Beijing Dingtai Guanqun Culture Company, Limited, was the Chinese subsidiary, further divided into the variable interest entity Beijing FAB Culture Media Company, Limited, and Beijing FAB Digital Entertainment Products Company, Limited. Two large retail stores are located in the Joy City shopping mall and one in the SoShow shopping district which opened October 12, 2012 near Chongwenmen.[14]

Investor Jim Rogers joined the board of directors in June 2013.[24] Near the end of September 2013, an unusual amount of share trading activity attracted attention.[25] The share price had more than doubled and then declined by half within a few weeks on unusually high volume.[26] This caused the company to issue a statement clarifying the dilution effect of shares as lock-up periods expire following the 2012 merger.[27][23]

References

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  1. ^ a b Wizzard Software Corporation, Formerly Balanced Living, Inc (March 30, 2001). "Annual Report for 2000". Form 10-KSB. US Securities and Exchange Commission. Retrieved October 17, 2013.{{cite web}}: CS1 maint: multiple names: authors list (link)
  2. ^ Balanced Living, Inc (March 38, 2000). "Annual Report for 1999". Form 10-KSB. US Securities and Exchange Commission. Retrieved October 17, 2013. {{cite web}}: Check date values in: |date= (help)
  3. ^ Balanced Living, Inc (May 10, 2000). "Current Report: Changes in Control of Registrant". Form 8-K. US Securities and Exchange Commission. Retrieved October 17, 2013.
  4. ^ Balanced Living, Inc (February 7, 2001). "Current Report: Changes in Control of Registrant". Form 8-K. US Securities and Exchange Commission. Retrieved October 17, 2013.
  5. ^ a b c Wizzard Software Corporation (March 18, 2005). "Annual Report for year ending December 2004". Form 10-KSB-A1. US Securities and Exchange Commission. Retrieved October 17, 2013.
  6. ^ Gene Ostrovsky (March 10, 2005). "Rex-The Talking Bottle". Med Gadget. Retrieved October 17, 2013.
  7. ^ a b c Future Healthcare of America (August 23, 2012). "Prospectus" (PDF). Retrieved October 17, 2013.
  8. ^ Wizzard Software Corporation (March 31, 2006). "Annual Report for year ending December 2005". Form 10-KSB. US Securities and Exchange Commission. Retrieved October 26, 2013.
  9. ^ a b Wizzard Software Corporation (March 28, 2007). "Annual Report for year ending December 2006". Form 10-KSB-A1. US Securities and Exchange Commission. Retrieved October 18, 2013.
  10. ^ Patrick J. Sauer (February 1, 2007). "A Portfolio of Young Business Owners". Inc Magazine. Retrieved October 18, 2013.
  11. ^ "Entry into a Material Definitive Agreement for Merger". Form 8-K. February 27, 2007. Retrieved October 26, 2013.
  12. ^ Mark Houser (February 13, 2008). "Pitt grads create podcast powerhouse with Wizzard". Trib Live. Retrieved October 17, 2013.
  13. ^ "Wizzard Approved for Listing on the American Stock Exchange". Press release. January 31, 2008. Retrieved October 18, 2013.
  14. ^ a b c FAB Universal Corporation (March 15, 2013). "Annual Report for year ending December 2012". Form 10-K. US Securities and Exchange Commission. Retrieved October 26, 2013.
  15. ^ a b Malia Spencer (August 9, 2011). "Wizzard Software acquires Chinese media company". Pittsburgh Business Times. Retrieved October 18, 2013.
  16. ^ Malia Spencer (August 30, 2011). "Wizzard Software stock price too low for exchange". Pittsburgh Business Times. Retrieved October 18, 2013.
  17. ^ Wizzard Software Corporation (March 2, 2012). "Annual Report for year ending December 2011". Form 10-K. US Securities and Exchange Commission. Retrieved October 18, 2013.
  18. ^ "NYSE Amex LLC to be renamed NYSE MKT LLC". Press release. NYSE Euronext. May 10, 2012. Retrieved October 18, 2013.
  19. ^ "Investors". Web page. Future Healthcare of America. Retrieved October 17, 2013.
  20. ^ "Wizzard Software Corp Closes Acquisition Of Digital Entertainment International Ltd.; Proposes Name Change". Reuters. September 27, 2012. Retrieved October 17, 2013.
  21. ^ "Text to Speech (TTS) for programmers and businesses". Wizzard Speech LLC. Retrieved October 18, 2013.
  22. ^ John D. Oravecz (April 23, 2013). "When digital entertainment is downloaded, it's likely FAB". Trib Live. Retrieved October 17, 2013.
  23. ^ a b "FAB Universal Corp" (PDF). Presentation at See Through Equity Investor's Conference. FAB Universal. September 13, 2013. Retrieved October 18, 2013.
  24. ^ Paul J. Gough (June 18, 2013). "Jim Rogers joins FAB Universal board of directors". Pittsburgh Business Times. Retrieved October 18, 2013.
  25. ^ "Light Tower" (anonymous) (October 4, 2013). "Where There Is Smoke, There Is Fire: Fab Universal Corp. Just Rewrote History". Seeking Alpha. Retrieved October 18, 2013.
  26. ^ Len Boselovic (October 3, 2013). "FAB Universal blames bad info on stock oddity: NYSE requested media distributor address activity". Pittsburgh Post-Gazette. Retrieved October 18, 2013.
  27. ^ "FAB Universal Comments on Unusual Trading Activity". Press release. FAB Universal. October 2, 2013. Retrieved October 18, 2013.
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