News & Observer | newsobserver.com | Cigarette maker down, not out

Published: Dec 12, 2006 12:00 AM
Modified: Dec 12, 2006 05:55 AM

Cigarette maker down, not out

Wellstone, with 1 employee left, to consolidate stock

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Wellstone Filters has eliminated all but one employee, moved out its offices north of Durham and stopped marketing its cigarettes made with high-tech filters.

As of Sept. 30, the startup's coffers held $1,471 in cash and equivalent assets. But it isn't giving up.

Wellstone's board of directors plans to change the company's name, consolidate its stock and triple the number of shares it can issue, according to documents filed last week with the Securities and Exchange Commission. The company will send letters to shareholders detailing the plans around Jan. 4, it said in the filing, which didn't reveal the new name.

CEO Jeremiah Hand, who with his wife owns 64.5 percent of Wellstone's stock, is the company's last employee and appears to be its only director. He did not respond to phone and e-mail messages Monday.

Jim Verdonik, a Durham securities lawyer, said Wellstone could be positioning itself for a merger or acquisition. James Cox, a securities law professor at Duke University, said the company could be trying to raise money from private investors.

Either way, Hand appears to have a plan.

"I can't imagine that they're authorizing more shares without some vision about who's going to get those shares," Cox said.

Wellstone consolidated its shares in June at the request of a potential investor that didn't follow through with the funding, according to a quarterly SEC filing.

Under the plan, which could take effect as soon as next month, one new share would be worth 100 old shares. That means Wellstone's stock, which fell 8 cents to 17 cents per share Monday, would be worth $17. The stock trades on the over-the-counter bulletin boards.

But while the company is dividing its shareholders' holdings by 100, it is dividing outstanding options and warrants by 20. That means those securities are worth five times as much as other shareholders' stock. Hand has at least 180,000 options, and at least one of Wellstone's investors holds warrants.

The discrepancy could be meant to reward executives for staying with the company, Cox said. Still, "it does strike you as a little curious," he said. "There's a little bit of favoritism going on there, it seems to me."

Investors shy away from stocks with prices in the pennies, so raising the common stock price could increase investor interest. But the tactic doesn't always work. Despite the earlier share consolidation, Wellstone's stock price has fallen 99 percent since January.

"It's like swimming in the ocean against a riptide," Verdonik said. "You try different things, but if the tide is going against your business, these things are all cosmetic."

Wellstone has been fighting against the currents of government regulation, price wars and possible lawsuits since its beginning. Still, the company attracted investors with the promise of a high-tech filter that removes some of the toxins in cigarette smoke.

Wellstone started selling its cigarettes in January, pricing them at less than the cost of manufacturing to attract customers, the company wrote in its most recent quarterly filing.

Wellstone had 20 employees across the country in May and visions of ramping up to more than 100 by the end of the year.

But the company wasn't able to find more funding as its cash dwindled. In the third quarter, Wellstone cut off marketing efforts and "drastically reduced its general and administrative costs pending a resolution of its liquidity problems," the filing said.

The company had sales of $6,475 in the third quarter, down from $166,895 in the second quarter. Its net loss was $436,805, compared with a loss of $648,346 in the prior quarter.

Wellstone also had $227,074 in accounts receivable and $589,899 in inventory as of Sept. 30. It's unclear whether Wellstone is shipping cigarettes to retailers, but it doesn't expect to turn its inventory into "significant sales" until it raises additional funds.

Staff writer Anne Krishnan can be reached at (919) 829-4884 or annek@newsobserver.com.
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