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The Marlinspike* CEO
by Jim McHugh
An in-depth management guide
for C-Suite executives, investors and advisors.
11 Timeless Team Commandments
Technology Telltales: Diner Offsites
For years, I’ve followed the sports columnists of the Boston teams. I particularly respected and enjoyed Bob Ryan’s sports analysis – still do. (An aside…I actually was a local newspaper sports reporter in high school – football only). There’s a lot to learn in business from studying sports – how to nurture and lead a successful team in particular. So what you’ll read in this issue is NOT a rehash of typical organizational development theory…

Please keep sending along your comments…I always enjoy reading them.

Jim

11 Timeless Team Commandments

Bob Ryan began his prolific writing career working as a sportswriter for The Boston Globe in 1968. He recently published his autobiography, Scribe. Scribe is described as “…a career capping narrative by one of the sports world’s most admired journalists.”

One of Bob’s favorite teams? The Boston Celtics

One of Bob’s favorite sports figures? The late Red Auerbach, the extremely successful coach (and later President) of the Celtics.

Red was a character but he wasn’t complicated. In 1952 (63 years ago for those who are doing the math) Red wrote a timeless book called Basketball for the Player, Fan and the Coach.

What do these activities/events have in common: the Super Bowl, Spring Training, March Madness, running for charity, launching a new software product, or a secretive special forces operation. They all involve teams. Teams that are led, teams that work together and teams that have goals.

Red Auerbach provided simple lessons about teamwork in a chapter in his book entitled: ‘Attitude of Players to His Teammates’. Bob Ryan reprinted Red’s 11 Team Commandments in Scribe.

Think about your players, your team. What are their attitudes toward each other? Let your mind wander a bit to how these might apply to your business. This is good stuff. My favorite is ‘#5 dribble with a purpose’!

1.  You must think of getting along with your teammates because if you are not well liked it is easy for them to “freeze you out.”
2.  Show a desire to block or screen for your teammates so they will do the same for you.
3.  Show your teammates that you take the good shots. Don’ t appear too “hungry”.
4.  Don’t hold the ball too long. Look for men cutting.
5.  Dribble with a purpose. Don’t just stand there hugging the ball or dribbling while your teammates continually cut.
6.  Help your teammates on defense. Switch whenever necessary.
7.  Don’t chide a teammate whose man happens to score. Often it’s the fault of the whole team.
8.  Don’t be too chummy with one or two players. Avoid obvious cliques.
9.  Don’t discuss the faults of any teammate with the other members of your team.
10. Don’t give the impression that you are always hanging around the coach and discussing your teammates with him, unless, of course, you are the captain and the coach asks your opinion.
11. When scrimmaging, don’t loaf or take it easy. This will keep the high respect of your teammates. Remember, “There are no friends on the other team, even in practice.”
The Marlinspike CEO is written by Jim McHugh. Jim is an Entrepreneur, CEO Coach, Optimist, Instigator of Positive Change…and Fixer of Stuck Companies. CEOs, family owners, investors and Directors enlist Jim to be their ‘fresh pair of eyes’ and confidant.

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Further to Gerbsman Partners e-mail of November 19, 2012 regarding the sale of certain assets of Cambridge NanoTech, Inc., Inc., I attach the draft legal documents (Purchase and Sale Agreement and Secured Party’s Bill of Sale) that we will be requesting of bidders for certain Assets and Intellectual Property of Cambridge NanoTech, Inc.  All parties bidding on the assets are encouraged, to the greatest extent possible, to conform the terms of their bids to the terms and form of the attached agreement.  Any and all of the assets of Cambridge NanoTech, Inc. will be sold on an “as is, where is” basis and will be subject to “The Bidding Process for Interested Buyers”, outlined below.  

Please be advised that the Cambridge NanoTech Assets are being offered for sale pursuant to Section 9-610 of the Uniform Commercial Code.  Purchasers of the Cambridge NanoTech Assets will receive all of Cambridge NanoTech’s right, title, and interest in the purchased portion of  SVB’s collateral, which consists of substantially all of Cambridge NanoTech’s assets, as provided in the Uniform Commercial Code.

I would also encourage all interested parties to have their counsel speak with Donald Rothman, Esq. and/or Alexander Rheaume, Esq., counsel to Silicon Valley Bank.

For additional information please contact Donald Rothman, Esq, 617 880 3556 and/or Alexander Rheaume, Esq. 617 8808 3492.  drothman@riemerlaw.com – arheaume@riemerlaw.com

Please review in detail, the “Bidding Process for Interested Buyers” below.

The key dates and terms include:

The Bidding Process for Interested Buyers

Due Diligence:
Interested and qualified parties will be required to sign a nondisclosure agreement in the form attached hereto as Exhibit A to have access to the due diligence “war room” documentation (the “Due Diligence Access”). Each interested party, as a consequence of the Due Diligence Access granted to it, shall be deemed to acknowledge and represent (i) that it is bound by the bidding procedures described herein; (ii) that it has an opportunity to inspect and examine the Cambridge NanoTech Assets and to review all pertinent documents and information with respect thereto; (iii) that it is not relying upon any written or oral statements, representations, or warranties of SVB or Gerbsman Partners, or their respective staff, agents, or attorneys; and (iv) all such documents and reports have been provided solely for the convenience of the interested party, and SVB or Gerbsman Partners (and their respective, staff, agents, or attorneys) do not make any representations as to the accuracy or completeness of the same.

Qualifying to Bid at Auction:
The Cambridge NanoTech Assets will be sold pursuant to a secured party’s public auction sale.  In order to qualify to bid at the public auction sale, interested parties must submit initial bids for the Cambridge NanoTech Assets so that they areactually received by Gerbsman Partners via email to steve@gerbsmanpartners.com no later than Thursday, December 12, 2012 at 3:00 p.m. Eastern Standard Time (the “Initial Bid Deadline”) with a copy to Riemer and Braunstein LLP, 3 Center Plaza, Boston, MA, 02108. Attention: Donald E. Rothman, Esq. and via email to drothman@riemerlaw.com.

Any person or other entity making a bid must be prepared to provide independent confirmation that they possess the financial resources to complete the purchase where applicable.  In order to qualify to bid at the public auction sale, all initial bids must be accompanied by a refundable deposit in the amount of $200,000 which shall be paid to Riemer & Braunstein LLP as escrow agent (the “Escrow Agent”) in accordance with the wire instructions attached hereto as Exhibit “B”. All deposits shall be held in a non-interest bearing account.  Non-successful bidders will have their deposit returned to them within five (5) business days following the completion of the public auction sale. The deposit of the Successful Bidder (as defined below) shall be held by the Escrow Agent pending the consummation of the sale in accordance with the terms and conditions of the sales agreement to be executed by SVB and the Successful Bidder.

Initial bids should identify those assets being tendered for and in a specific and identifiable way. The attached Cambridge NanoTech fixed asset list (Exhibit “C”) may not be complete.

SVB shall be deemed to be a qualified bidder.

Public Auction Sale:
On Friday December 14, 2012, a public auction sale (the “Auction”) of the Cambridge NanoTech Assets will be conducted among all qualified bidders commencing at 11:00am Eastern Standard Time at the offices of Riemer & Braunstein LLP, 3 Center Plaza, Boston, MA, 02108.  Qualified bidders shall appear in person at the Auction or participate by telephone conference.  The dial in numbers are Domestic – 888 640-4172, International 913 227-1228, participation code 617 880 3556

SVB reserves the right to cancel, postpone, or adjourn the Auction to such other time or times as the Secured Party may deem proper by announcement made at the Auction, and any subsequent adjournment thereof, either before or after the commencement of bidding, without written notice or further publication.  The Auction may be resumed without further notice or publication at the time and place at which such Auction may have been adjourned.

Prior to the start of the Auction, the auctioneer will advise all qualified bidders of what SVB believes to be the highest or otherwise best qualified bid(s) with respect to the sale (each a “Stalking Horse Bid”).  Only qualified bidders are eligible to participate in the Auction.  Bidding at the Auction shall begin initially with the Stalking Horse Bid(s) and shall subsequently continue in such minimum increments as the auctioneer determines.

Bidding will continue with respect to the Auction until SVB determines that it has received the highest or otherwise best bid(s) for the Cambridge NanoTech Assets.  After SVB so determines, the auctioneer will close the Auction, subject, however, to SVB’s right to re-open the Auction if necessary.  SVB will then determine and announce which bid(s) has/have been determined to be the highest or otherwise best bid(s) (each a “Successful Bid”) and the holder of each Successful Bid shall be deemed to be a “Successful Bidder”.

SVB reserves the right to (i) determine in its reasonable discretion which bid is the highest or best bid and (ii) reject at any time prior to the execution of a purchase agreement, any offer that SVB in its reasonable discretion deems to be (x) inadequate or insufficient, or (y) contrary to the best interests of SVB.  In determining which bid(s) is/are a Successful Bid, economic considerations shall not be the sole criterion upon which SVB may base its decision and SVB shall take into account all factors it reasonably believes to be relevant in an exercise of its business judgment.

Each Successful Bidder will then be required to immediately execute and deliver a purchase agreement to SVB in the form attached hereto as Exhibit “D”. SVB will require each Successful Bidder at the Auction to close within 7 days after the Auction. Any or all of the assets of Cambridge NanoTech will be sold on an “as is, where is” basis, with no representation or warranties whatsoever.

SVB reserves the right at any time to (i) extend the deadlines set forth herein and/or adjourn the Auction without further notice, (ii) offer any portion of the Cambridge NanoTech Assets to be sold separately at the Auction if SVB determines to do so, (iii) withdraw any of the Cambridge NanoTech Assets at any time prior to or during the Auction, to make subsequent attempts to market the same, (iv) reject any or all bids if, in SVB’s reasonable business judgment, no bid is for a fair and adequate price, and (v) otherwise modify the sale procedures in its reasonable discretion.

All sales, transfer, and recording taxes, stamp taxes, or similar taxes, if any, relating to the sale of the Cambridge NanoTech Assets shall be the sole responsibility of the applicable Successful Bidder.

For additional information, please see below and/or contact:

Steven R. Gerbsman                                                          
Gerbsman Partners
(415) 456-0628                                                          
steve@gerbsmanpartners.com                         
 
James McHugh
Gerbsman Partners
(978) 239-7296
Jim@mchughco.com

Donald Rothman, Esq.
Riemer Braunstein LLP
(617) 880-3556
drothman@riemerlaw.com

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Steven R. Gerbsman, Principal of Gerbsman Partners and James McHugh, a member of Gerbsman Partners Board of Intellectual Capital, announced today their success in maximizing stakeholder value for a medical device company that focuses on flexible endoscopic technologies that enable surgical procedures through the body’s natural openings.

For more – click here

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