Legal Proceedings.
−Removed: Anthony Maher brought suit against PCS, claiming breach of an employment contract, interference with economic expectancy, and fraud.
−Removed: Settlement was agreed in principle during mediation on July 9, 2014 as follows:
−Removed: in exchange for dismissal of the suit, and release of PCS from any liability to Mr.
−Removed: Maher for any and all claims related to Mr.
−Removed: Mahers employment contract with PCS, PCS will issue Mr.
−Removed: Maher 400,000 shares of the common stock of PCS, and pay him $50,000.00.
−Removed: PCS does not admit the allegations or any other wrongdoing, but rather settled the matter for a modest amount to avoid the expense of defending it court.
−Removed: The settlement agreement has not been signed but we anticipate execution of the settlement agreement and dismissal of the suit by August 15, 2014.
−Removed: There are no other lawsuits pending involving PCS.
Recent Sale of Unregistered Securities.
−Removed: Security issuances occurred during the quarter ended June 30, 2014.
+Added: Security issuances occurred during the quarter ended September 30,
Name of Person or Group
1 unchanged sentence
**Consultants
−Removed: **Legal Consultants
−Removed: * Issued as Restricted Securities under the 2009 Equity Incentive Plan;
+Added: **Convertible Promissory Note Holders
+Added: **Settlement Expense
+Added: * Issued as Restricted Securities under the 2009 Equity Incentive
the shares issuable thereunder are registered on Form S-8 of the SEC.
−Removed: ** We issued these securities to persons who were either accredited investors or sophisticated investors as those terms are respectively defined in Rules 501 and 506 of the SEC;
+Added: ** We issued these securities to persons who were either “accredited
+Added: investors”
+Added: or “sophisticated investors”
+Added: as those terms are respectively defined in Rules 501 and 506 of the SEC;
and each person had prior access to all material information about us.
−Removed: We believe that the offer and sale of these securities was exempt from the registration requirements of the Securities Act pursuant to Sections 4(2) and 4(6) thereof, and Rule 506 of
−Removed: Regulation D of the SEC.
−Removed: Section 18 of the Securities Act preempts state registration requirements for sales to these classes of persons, save for compliance with state notice and fee requirements, as may be applicable.
+Added: We believe that the offer and sale of these securities was
+Added: exempt from the registration requirements of the Securities Act pursuant to Sections 4(2) and 4(6) thereof, and Rule 506 of Regulation
+Added: D of the SEC.
+Added: Section 18 of the Securities Act preempts state registration requirements for sales to these classes of persons,
+Added: save for compliance with state notice and fee requirements, as may be applicable.
Defaults Upon Senior Securities.
3 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.