IFO

[setravis]

AP
InfoSonics Shares Fall on Restatement
Monday June 12, 9:07 am ET 
InfoSonics Shares Fall After Company Restates 1Q Net Income on Improperly Classified Warrants


NEW YORK (AP) -- Shares of InfoSonics Corp. fell in premarket trading Monday after the cell phone distributor announced a financial restatement which slashed its first-quarter net income by about 33 percent.


The company said it had improperly classified warrants issued in January as derivative liability when they should have been booked as equity. The warrants had been marked to market and remained a liability at March 31, and would have remained as such on a going forward basis, impacting each quarter's results.

As a result of the review, InfoSonics restated its first-quarter net income to $1.2 million, or 15 cents per share, from its previously reported $1.7 million, or 22 cents per share.

The reclassification of warrants will not affect future earnings, the company said.

On Jan. 30, the company agreed to sell 1.1 million shares in a private placement, with warrants for 330,000 shares.

Shares of InfoSonics fell $3.28, or 13.5 percent, to $20.94 in electronic premarket trading. The company's shares have traded in a range of $2.63 and $34.62 in the past year.

[setravis]

Form 8-K for INFOSONICS CORP


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12-Jun-2006

Entry into a Material Definitive Agreement



Item 1.01. Entry into a Material Definitive Agreement
Approval of InfoSonics Corporation 2006 Equity Incentive Plan

On June 12, 2006, at the 2006 Annual Meeting of Stockholders (the "2006 Annual Meeting") of InfoSonics Corporation (the "Company"), the Company's stockholders approved the InfoSonics Corporation 2006 Equity Incentive Plan (the "2006 Plan"). The Board of Directors, on the recommendation of its Compensation Committee, and subject to stockholder approval, adopted the 2006 Plan on April 11, 2006.

500,000 shares of the Company's common stock are authorized for issuance under the 2006 Plan, which includes 174,102 shares previously available for grant under the Company's 2003 Stock Option Plan. The Compensation Committee will administer the 2006 Plan although the Board of Directors may delegate administration of the 2006 Plan to one or more other committees of the Board. Employees, non-employee directors, consultants, advisors and independent contractors are eligible to receive equity awards under the 2006 Plan, which may include stock options, stock appreciation rights, stock units or stock grants. The 2006 Plan will terminate on June 12, 2016 unless sooner terminated.

The foregoing summary of the 2006 Plan, and a more detailed summary set forth in the Company's proxy statement for the 2006 Annual Meeting filed with the Securities and Exchange Commission on April 28, 2006 (the "2006 Proxy Statement"), are qualified in their entirety by reference to the full text of the 2006 Plan included as Appendix B to the 2006 Proxy Statement. The form of Stock Option Grant Notice/Stock Option Agreement approved by the Compensation Committee for use under the 2006 Plan is filed as an exhibit to this report.

Approval of Stock Options Granted to Non-Employee Members of the Board of Directors During 2005

On June 12, 2006, at the 2006 Annual Meeting, the Company's stockholders approved the grant of stock options to non-employee members of the Company's Board of Directors. The stock options were originally granted under the Company's 2003 Stock Option Plan (the "2003 Plan") by the Board of Directors or the Compensation Committee, as applicable. Following approval of the stock option grants, the Board of Directors was advised that certain provisions of the 2003 Plan did not permit the grants as previously approved. Therefore, by Board action on April 11, 2006, the Board of Directors amended and restated the original terms of the option grants to provide that the options were granted outside of the 2003 Plan, but to the extent possible, subject to the terms and conditions of the 2003 Plan. The options, as amended and restated, were not exercisable until stockholders approved the grants at the 2006 Annual Meeting.

The following table summarizes the individual grants to the non-employee directors described above and approved by stockholders.



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             Stock Option Grants to Non-Employee Directors in 2005

                                           Number of Shares
                  Name                    Subject to Options   Date Granted    Exercise Price    Expiration Date
Randall P. Marx                                 15,000           01/21/05     $           3.29      01/21/10
                                                15,000           12/30/05     $          16.24      12/30/08
Robert S. Picow                                 15,000           01/21/05     $           3.29      01/21/10
                                                15,000           12/30/05     $          16.24      12/30/08
Kirk A. Waldron                                 15,000           01/21/05     $           3.29      01/21/10
                                                15,000           12/30/05     $          16.24      12/30/08




A more detailed summary of the grants to the non-employee directors is set forth in Proposal 4 ("To Approve Stock Options Granted to Non-Employee Members of Our Board of Directors During Fiscal Year 2005") in the Company's proxy statement for the 2006 Annual Meeting filed with the Securities and Exchange Commission on April 28, 2006. The form of the Amended and Restated Stock Option Agreement used by the Company to evidence the stock option grants to the non-employee directors is filed as an exhibit to this report.



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Item 9.01       Financial Statements and Exhibits

(d)      Exhibits

Exhibit No.   Description
   10.1       InfoSonics Corporation 2006 Equity Incentive Plan (incorporated by
              reference to Appendix B to the definitive proxy statement filed by
              the Company on April 28, 2006)
   10.2       Form of Stock Option Grant Notice/Stock Option Agreement under the
              InfoSonics Corporation 2006 Equity Incentive Plan
   10.3       Form of Amended and Restated Stock Option Agreement (Non-Employee
              Directors' Option)

[snowcat]

Imagine the poor boners who held on to that one to get the split.

The price has split from its high of 34 without spliting.

[setravis]

Imagine the poor boners who held on to that one to get the split.

The price has split from its high of 34 without spliting.

Wow, what a short we missed.
Exactly Snowcat.....a split before the split......

[Lucas Scott]

Insiders dumped like crazy between the announcement of Q1 results and announcement of the restatement:  http://finance.yahoo.com/q/it?s=IFO

Now the lawyers smell blood:  http://tinyurl.com/qkg6d

[snowcat]

Hey, did it split yet?  I did not notice.

Always remember the Snowcat rule:

Sell on big drops on big volume.

Sell if it drops 15% off of its high.

Sell if it is mentioned in Stocklemon

Look at the chart above.  The rule would have saved someone a lot of pain.

[snowcat]

WOW!! up over 15%!!!!!

The stock fell down on June 3 just like ERS!

Then the stock split and there were some baggage questions, but the increased vol over the past few days looks good.

IFO was added to the Russel index!  And more importantly, to the Snowcat Index!

They make ear thingies for phones and stuff.  The business is growing, earnings are growing and backlog is growing.

http://finance.yahoo.com/q?s=IFO

one to watch!!   

[lalitha0]

News:

http://biz.yahoo.com/bw/060807/20060807005396.html?.v=1

Glamphone - very interesting - see the pictures:

http://www.glamphoneusa.com/

Lalitha