XML 38 R27.htm IDEA: XBRL DOCUMENT v3.3.1.900
Subsequent Event
3 Months Ended
Nov. 30, 2015
Subsequent Events [Abstract]  
Subsequent Events [Text Block]
Subsequent Event
 
A Tender Offer Statement and Rule 13e-3 Transaction Statement was filed under cover of Schedule TO on December 18, 2015 (as amended and supplemented, the “Schedule TO”) by Dr. Eric K. Chan (our CEO, President and sole director), Ella Y. T. C. Chan, the Chiu M. Chan Family Trust (Dr. Chan, Ms. Chan and the Chiu M. Chan Family Trust, together, the “Chan Family”) and CEMEKC, Inc., a Texas corporation wholly owned by Dr. Chan (“Purchaser”), to purchase all the outstanding shares of common stock, par value $0.001 per share (the “Shares”), of the Company, at a purchase price of $0.10 per Share, net to the seller in cash, without interest and less any applicable withholding of taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated December 18, 2015 and the related Letter of Transmittal (which, as amended or supplemented from time to time, together constitute the “Offer”). The Chan Family and the Purchaser filed amendments to the Schedule TO on January 4, 2016 and January 8, 2016. As of the date of the filing of this Form 10-Q, the Offer remains open.
 
In connection with the Schedule TO and Offer, the Company filed a Schedule 14D-9 on December 31, 2015, which discloses, among other things, that the Board of Directors of the Company has determined that it is unable to take a position with respect to the Offer because the Board of Directors does not have independent members to evaluate the Offer and Dr. Chan’s dual roles of sole member of the Board of Directors of the Company, on the one hand, and an affiliate of the offeror, on the other hand, give rise to a conflict of interest.