"Formerly Known As" "MLXO"
Michelex Corporation Contact Information:
2180 South, 1300 East Suite 650
Salt Lake City, UT 84106
Fax 866- 848 - 9508
Dino A. Sawyer, Vice President, Administration & Investor Relations
If you would like to be receive email notification of Michelex news, PR releases, SEC filings, etc., please send me an email requesting that you be included on the 'Michelex Mailing List'.
Frank T. LaSusa, President, CEO and Director
Since 2009, he has been the President of J.C. Marketing, a pharmaceutical consulting company. From 2007 until 2009, Mr. LaSusa was the Vice President of Trade and National Accounts for Auriga Pharmaceuticals. Mr. LaSusa has 30 years experience as an executive in the Pharmaceutical Industry. Mr. LaSusa holds a B.S. in Biology from Marquette University and a Pharmacy degree from the University of Wisconsin.
VCGBIO - Implementation Team
Frank T. LaSusa, R.Ph. - VP of Trade & Commercialization
"During his 30 year career in the pharmaceutical industry, Mr. LaSusa has held various positions ranging from sales representative to Executive VP Sales and Marketing. In the last 25 plus years he has been responsible for Trade Sales/National Accounts for Brand, Generic and OTC products including injectables, liquids and solid dosage pharmaceutical products. Customer responsibilities included pharmaceutical distributors, wholesalers, chain drug and mass merchandise retailers, independent pharmacy, managed care and GPO accounts. Mr. LaSusa was also responsible for new product launch planning and stocking throughout the distribution network and implementing pull-through programs to help facilitate sales growth.
Product categories Mr. LaSusa has worked with include pain management, cough cold, respiratory and infection control. The companies Mr. LaSusa held positions at included Auriga Labs, PAI, ENDO, Prefil, SoloPak and Bristol-Myers Squibb. He also acted as the key company representative at all national association meetings and trade shows.
Mr. LaSusa is a graduate of Marquette University with a Bachelor of Science Degree in Biology. He is also a graduate of The University of Wisconsin, School of Pharmacy and is a licensed Pharmacist".
Dino A. Sawyer, Vice President, Administration & Investor Relations, Secretary, Director
Mr. Sawyer, age 52, is a shareholder in the Company and will serve without compensation until such time as the Board deems appropriate. Mr. Sawyer has advanced approximately $3,500 in expense costs to the Company in the last year, and has had no other transactions with the Company. Mr. Sawyer is retired. Mr. Sawyer is an experienced investor in "micro-cap" companies, and is an advocate for corporate transparency. Previously, he was the Director of Human Resources and Administrator of Sales & Marketing for the Dartmouth Printing Company, where he managed the training of over 250 employees in Statistical Process Control techniques and assisted in implementing a 'Consultative Sales' approach that was employed by the national sales force. Mr. Sawyer holds a B.S. in Economics from the University of New Mexico.
Venkat Kakani, Treasurer May 22, 2013 - Securities and Exchange Commission Accepts Michelex’ Offer of Settlement:
Mr. Kakani has been a part of the pharmaceutical industry for over 18 years. In 1991, he earned an M.B.A. from Rutgers University, Graduate School of Management, with major in Finance and International Trade. Prior to that, he earned an M.S. (Ag) in Genetics (1985) and a B.S. (Ag) (1982) from Andhra Pradesh Agricultural University in India.
Mr. Kakani, as a founder and executive of Medico and its subsidiary AUM, has demonstrated his strong background and experience as an entrepreneur and manager, while building Medico both domestically and internationally. Since Medicos founding in 2001, Mr. Kakani has utilized his leadership skills, multi-tasking abilities, and operating skills to build the business. Prior thereto, while working at E-Z Weld International, Inc., from 1991 to 2001 and American Standard Products from 1994 until 2001, Mr. Kakani acquired extensive knowledge of business processes and applications, job costing methods and operating techniques that he has successfully applied to Medicos business model during the manufacturing scale-up. Mr. Kakani has established strong relationships with importers, exporters and distributors around the world and is comfortable working within international banking, trade laws and practices. Prior thereto, from 1985 to 1987 Mr. Kakani worked for Syndicate Bank in India as a Lending Officer. Mr. Kakani received his B.S (Ag) degree in 1982 and his M.S (Ag) degree in Genetics in 1985 from Andhra Pradesh Agrl University, India. In 1991, he received his M.B.A. degree from Rutgers University Graduate School of Business School, with major in Finance and International Trade.
[Note: If you have trouble viewing this email, a copy is attached as a PDF: “Michelex Update_5_22_2013”]
On May 8, 2013, the Securities and Exchange Commission (“SEC”) announced a Temporary Suspension of Trading in Michelex, released an Order Suspending Trading and issued an Order Instituting Administrative Proceedings and Notice of Hearing Pursuant to Section 12(j) of the 1934 Securities and Exchange Act.
Based upon discussions with Senior Counsel for the SEC’s Division of Enforcement, and consultation with Michelex’ corporate counsel, Michelex Corporation presented the SEC with an Offer of Settlement for the purpose of settling the proceedings initiated against Michelex Corporation on May 8, 2013, pursuant to Rule 240(a) of the Rules of Practice of the Commission, 17 C.F.R. § 201.240(a). Michelex presented its offer (PDF: “Offer of Settlement of Michelex Corporation_5_15_13”) solely for settling the proceedings initiated by the SEC, and any other proceedings brought by or on behalf of the Commission, or to which the Commission is a party.
The SEC has accepted Michelex’ Offer of Settlement (SEC Release No. 69619) and pursuant to Section 12(j) of the Securities Exchange Act of 1934 (“Exchange Act”), each class of Michelex Securities registered pursuant to Exchange Act Section 12 have been revoked.
Michelex’ Board of Directors (“BOD”) believes it was in the best interest of Michelex, its shareholders and the investing public to present the aforementioned Offer of Settlement to the SEC. As a result, Michelex will have an opportunity to re-register its securities with the SEC, which in turn will provide an opportunity for the resumption of quotation and trading of Michelex Securities.
Following are some questions you may have, along with answers.
Why did Michelex submit a Settlement Offer? Why not attempt to get the audits completed before the Administrative Judge made an initial ruling in the Administrative Proceedings?
Per discussions with the lead counsel for the SEC’s Division of Enforcement, it was very clear that the SEC would take the position that Michelex already had seven years to complete the audits and additional time was not warranted. If Michelex took actions that might forestall the proceedings and/or implementation of the SEC’s requested action of revoking Michelex’ registration under section 12 of the Exchange Act, Michelex might have been subject to additional enforcement actions; actions that might preclude Michelex’ ability to successfully re-register its securities.
Furthermore, Michelex’ last quarterly financial filing with the SEC was a Form 10-QSB for the period ended September 30, 2006. Thus, Michelex would need to complete approximately seven years of back-audits. Pursuant to the Settlement Offer, the re-registration process will only require filing audited financial statements for the last two years, which will potentially save Michelex upwards of $100,000 in auditing, legal and filing expenses. In addition, the time required to complete two years of audits will be much less than would be required for completing seven years of audits.
What is the process for re-registration of Michelex securities with the SEC, and will Michelex be eligible for re-quotation of its securities?
Michelex will have to file quarterly (Form 10-Q) and annual (Form 10-K) audited financials for the last two years of operations. The audits must be performed by a PCAOB (Public Company Accounting Oversight Board) registered accounting firm. Upon successful filing of the audited financial statements, and the filing of any other mandated Forms (e.g., Form 8-K’s), Michelex will have an opportunity to re-register its securities with the SEC via a Form 10 registration. Successful re-registration will enable a broker-dealer to file a Form 211with the Financial Industry Regulatory Authority (“FINRA”) representing that Michelex has satisfied all applicable requirements, including those of Rule 15c2-11and FINRA Rule 6432. Acceptance of the Form 211 submission will result in the resumption of quotation and trading for Michelex securities via the OTC Link interdealer quotation system (i.e., via market makers), albeit with a new ticker symbol.
As Michelex would be current in its filings with the SEC, upon successful submission of Form 211, Michelex would be denoted as an OTC QB stock via OTC Market Groups, not an OTC PINK stock (OTC Tiers):
OTCQB® - The Venture Marketplace
OTCQB is the venture marketplace for companies that are current in their reporting with a U.S. regulator. There are no financial or qualitative standards to be in this tier. OTCQB companies are SEC, Bank or Insurance reporting and must be Current in their disclosure.
Have other companies accepted revocation and re-registered?
Yes, this type of arrangement has been used before. Attached are two opinions in which the SEC noted that a company may re-register a previously revoked class of securities. In the Impax case, the reference is in the last sentence in the last paragraph on Page 14 (PDF “SEC Impax Opinion_Lexis Version”; highlighting added). In the matter of Cobalis Corporation, the reference is in footnote 33 at page 11, which also cites another decision with the same holding (PDF “SEC Cobalis Opinion_7_6_2011”; highlighting added).
Upon revocation of the registration of Michelex securities with the SEC, what happens to the shares of Michelex common stock in my brokerage account?
In the United States and Canada, a CUSIP (Committee on Uniform Securities Identification Procedures) number is used to identify stocks of registered companies and US Government and municipal bonds. The CUSIP number for Michelex common stock is 59410W208; this number will not change as a result of the SEC’s revocation of the registration of Michelex securities. However, Michelex’ ticker symbol, MLXO, will no longer be valid, and will be replaced with an alphanumeric code assigned by your brokerage firm; some brokerage firms will replace the ticker symbol with the stock’s CUSIP number.
For example, if you currently have 300,000 shares of Michelex common stock in a brokerage account (e.g., E-TRADE, Scottrade, etc.), those shares are currently denoted by the ticker symbol “MLXO” and the unique CUSIP number 59410W208. [Please note that, depending upon your user settings, the CUSIP number may not show up when you view your account online.] After revocation of the registration of Michelex securities with the SEC, your 300,000 shares of Michelex common stock will still appear on your brokerage statements, but the ticker symbol “MLXO” will be replaced with an alphanumeric identifier.
For additional information on CUSIP numbers, please follow these links:
SEC: CUSIP Number
Investopedia: What is a CUSIP number?
Upon revocation of the registration of Michelex securities with the SEC, will I still be able to buy and sell shares of Michelex common stock via my brokerage account?
No1. As Michelex common stock will not be quoted by market makers via the OTC Link interdealer quotation system, you will not be able to trade shares of Michelex common stock via your brokerage account until Michelex has successfully re-registered its Securities with the SEC and FINRA has accepted a Form 211 filing on behalf of Michelex. As noted above, acceptance of the Form 211 submission will result in the resumption of quotation and trading for Michelex securities via the OTC Link interdealer quotation system (i.e., via market makers), albeit with a new ticker symbol.
For additional information regarding the OTC market, please refer to the following links:
SEC: OTC Market
OTC Markets Investor FAQs
Note 1 Michelex takes no position on whether shareholders should seek out alternate venues for trading (e.g., Grey Market; description on OTC Market Tiers page); those decisions are solely the responsibility of the individual shareholder.
Upon revocation of the registration of Michelex securities with the SEC, what happens to my paper certificates for shares of Michelex common stock?
The CUSIP number for Michelex common stock will not change as a result of the SEC’s revocation of the registration of Michelex securities. As your physical certificates only show Michelex’ CUSIP number, not a ticker symbol, your certificates will not need to be re-issued.
I have restricted certificates for shares of Michelex common stock. How does revocation of the registration of Michelex securities by the SEC affect my ability to have the restrictions removed?
The restrictions on your certificates are Rule 144 restrictions. Transfer agents, including Michelex’ transfer agent, Colonial Stock Transfer, will not remove restrictions from securities if the company is a shell company. Exchange Act Rule 12b-2 defines a Shell Company thusly:
The term shell company means a registrant, other than an asset-backed issuer as defined in Item 1101(b) of Regulation AB, that has:
1. No or nominal operations; and
i. No or nominal assets;
ii. Assets consisting solely of cash and cash equivalents; or
iii. Assets consisting of any amount of cash and cash equivalents and nominal other assets.
Per Colonial Stock Transfer’s Request Form for the removal of stock restrictions for non-shell companies, the company cannot have been a shell company, as described in Rule 144(i)(1) at any time within the preceding 12 month period (Rule 144 Seller’s Representation Letter: Non-Affiliate of a Non-Shell Company).
Thus, in order to have restrictions removed from your certificates of Michelex common stock, Michelex has to become a non-shell company. In addition, the following conditions must be met:
• the issuer is subject to the reporting requirements of section 13 or 15(d) of the Exchange Act;
• the issuer has filed all reports and other materials required to be filed by section 13 or 15(d) of the Exchange Act, as applicable, during the preceding 12 months, other than Form 8-K reports; and
• one year has elapsed since the issuer has filed current ‘‘Form 10 information’’ with the Commission reflecting its status as an entity that is no longer a shell company.
[From: SEC Revisions to Rules 144 and 145: A Small Entity Compliance Guide. Note that in the context of this answer, removing restrictions is equivalent to being able to sell restricted securities.]
Basically, Michelex must not be a shell company (i.e., Michelex must have assets/operations), must be current in its SEC reporting requirements, have re-registered its securities via a Form 10 registration and one year must have elapsed since the Form 10 was filed. Revocation of the registration of Michelex securities by the SEC will not delay your ability to have restrictions removed from your certificates, as one year must have elapsed since Form 10 or Form 10 information was filed. In fact, one could make the argument that the overall time required to have restrictions removed will be decreased, as Michelex will only need to file Form 10 Information (i.e., audited financials) for the past two years, not the past seven and a half years.
For additional information, please refer to the following links and/or contact Colonial Stock Transfer Company.
Removing 144 Restrictions
Rule 144 Seller’s Representation Letter: Non-Affiliate of a Non-Shell Company
Does Michelex have a plan to acquire assets and/or begin operations?
Yes. Michelex’ current Board of Directors has been working towards securing assets and/or a partner, removing liabilities and completing audits and other required SEC-mandated requirements since being seated. When the SEC contacted Michelex in April of 2012 regarding delinquent filings, Michelex was close to securing a majority ownership position in a late development stage pharmaceutical company. If that deal had been executed, Michelex was prepared to retain a PCAOB firm to begin SEC-required audits. In fact, in its communication with the SEC last year, Michelex noted that it was agreeable to a stipulation that if Michelex had not made all necessary filings by an agreed upon date, Michelex would voluntarily agree to de-registration pursuant to Section 12j of the Securities and Exchange Act of 1934. Michelex made that offer based upon advice of counsel, knowing that Michelex could potentially reduce compliance costs by upwards of $100,000 and reduce the time required to become fully current in its reporting obligations via the re-registration process.
Michelex will continue to provide updates to shareholders and the investing public regarding the process of securing assets and/or operating partners, the initiation and completion of audits, the filing of required forms with the SEC and the process of having a Form 211 submitted to FINRA. As has been the practice of the current BOD, Michelex will not release information regarding the signing of Agreements and/or Contracts until such documents have been executed.
If you have additional questions, please contact:
Dino A. Sawyer
Vice President, Administration and Investor Relations
This email and any files transmitted with it are confidential and intended solely for the use of the individual or entity to whom they are addressed. You should not make any decisions regarding the purchase or sale of shares of Michelex securities unless the information contained in this email is publicly available. If you have received this email in error, please notify me. This message may contain confidential information and is intended only for the individual named. If you are not the named addressee you should not disseminate, distribute or copy this e-mail. Please notify the sender immediately by e-mail if you have received this e-mail by mistake and delete this e-mail from your system. If you are not the intended recipient you are notified that disclosing, copying, distributing or taking any action in reliance on the contents of this information is strictly prohibited. The information contained in this email is accurate to the best knowledge of the sender. This email is not an offer to sell, purchase or exchange Michelex Securities.
Safe Harbor: This email may contain forward-looking statements within the meaning of the Private Securities Litigation reform Act of 1995. These statements and the matters discussed in this email are forward looking statements that involve a number of important risks and uncertainties that could cause actual results to differ materially from those in such forward-looking statements, including, but not limited to, the extremely limited operating history, the performance of the subsidiaries, as well as other economic, competitive and technological factors involving the subsidiaries' operations, markets, services, products and prices, uncertainties related to the company's access to additional capital, the ability of the subsidiaries to enter into contracts with new customers, and dependency on key management.
-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- May 8, 2013 - Order of Suspension of Trading: http://www.sec.gov/litigation/suspensions/2013/34-69532-o.pdf May 8, 2013 - Administrative Proceeding File No. 3-15319: http://www.sec.gov/litigation/admin/2013/34-69533.pdf
The company website has news
not issued as "Press Releases". michelex.com/html/index.aspx
FORM 8-K February 9, 2012 Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.
On February 4 2012, pursuant to a written consent in lieu of a special meeting of the shareholders of Michelex Corporation (the Company), which consent was received by the Company on January 19, 2012, Sabir Saleem, Midhat Syed and Albert Lacle were removed as directors of the Company. Mr. Saleem was, until his removal on February 4, 2012, the Chairman of the Board of Directors of the Company.
On February 4, 2012, by action of the remaining member of the Board of Directors of the Company, Dino A. Sawyer was appointed as a Director of the Company to serve until the next annual meeting of shareholders. Mr. Sawyer, age 52, is a shareholder in the Company and will serve without compensation until such time as the Board deems appropriate. Mr. Sawyer has advanced approximately $3,500 in expense costs to the Company in the last year, and has had no other transactions with the Company. Mr. Sawyer is retired. Mr. Sawyer is an experienced investor in "micro-cap" companies, and is an advocate for corporate transparency. Previously, he was the Director of Human Resources and Administrator of Sales & Marketing for the Dartmouth Printing Company, where he managed the training of over 250 employees in Statistical Process Control techniques and assisted in implementing a 'Consultative Sales' approach that was employed by the national sales force. Mr. Sawyer holds a B.S. in Economics from the University of New Mexico.
On February 4, 2012, by action of the remaining member of the Board of Directors of the Company, Frank T. LaSusa, RPh was appointed as a Director of the Company to serve until the next annual meeting of shareholders. Mr. Lasusa, age, 58, will serve without compensation until such time as the Board deems appropriate. Since 2009, he has been the President of J.C. Marketing, a pharmaceutical consulting company. From 2007 until 2009, Mr. LaSusa was the Vice President of Trade and National Accounts for Auriga Pharmaceuticals. Mr. LaSusa has 30 years experience as an executive in the Pharmaceutical Industry. Mr. LaSusa holds a B.S. in Biology from Marquette University and a Pharmacy degree from the University of Wisconsin.
On February 4, 2012, by unanimous consent of the Board of Directors, Sabir Saleem (Chairman and CEO), Midhat Syed (Secretary) and Albert Lacle (President) were removed as officers of the Company. Negotiations regarding severance are ongoing as of the date hereof.
On February 4, 2012, by unanimous consent of the Board of Directors, with Mr. LaSusa abstaining, Frank T. LaSusa was appointed President and CEO of the Company. Mr. LaSusa will serve without compensation until such time as the Board deems appropriate. The Board will convene a Compensation Committee which will address Mr. LaSusa's compensation.
On February 4, 2012, by unanimous consent of the Board of Directors, with Mr. Kakani abstaining, Venkat Kakani was appointed Treasurer of the Company. Mr. Kakani will serve without compensation until such time as the Board deems appropriate. The Board will convene a Compensation Committee which will address Mr. Kakani's compensation.
On February 4 2012, by unanimous consent of the Board of Directors, with Mr. Sawyer abstaining, Dino A. Sawyer was appointed Secretary of the Company. Mr. Sawyer will serve without compensation until such time as the Board deems appropriate. The Board will convene a Compensation Committee which will address Mr. Sawyer's compensation.
Item 8.01. Other Events
As of February 4, 2012, the address of the Company's principal executive offices has been moved. The new address is:
5 County Route 42
Massena, NY 13662
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunder duly authorized.
/s/ Frank T. LaSusa
Frank T. LaSusa, President
MLXO Share Structure: December 29, 2011
Authorized Shares: 1 Billion
Outstanding Shares: 1 Billion
Treasury Shares: 0
Restricted Shares: 365,572,645
Preferred Shares: 0 (none authorized or issued)
May 14, 2012
Approximate number of holders of record as of the certification or notice date: 719
Transfer Agent; Colonial Stock Transfer Company, Inc.
Salt Lake City, UT 84111
(801) 355-5740 (MST)
MLXO SEC Filings:
Market Maker Signals on Level ll
100 - I need shares.
200 - I need shares badly,but do not take the stock down.
300 - Take the price down so I can load shares
400 - Keep trading it sideways.
500 - Gap the stock. This gap can be either up or down, depending on the direction of the 500 signal.
505 - Short on Shares
911 - Pending News
Market Makers Scams
Many market makers and organized clubs also get paid to manipulate stocks. In the case of a Market Maker, if they get a client who pays them to accumulate a particular stock at a certain price then the Market Maker will work either alone or in concert with other Market Makers to bring down the price of a stock in order for them to be able to accumulate the stock for their client. The only way to stop such devious practices is for individual investors to hold on to their stock if they have it and to support the stock by submitting their stocks as hot picks on here and for other investors to support the hot pick with their sentiments and/or recommendations. One would think that the SEC would put a stop to these Market Makers' practices but you see, the SEC is a mafia style organization whose top brass is in bed with the big players. For example, "shorting" a stock is equal to "defamation of character" and such practices must not be allowed at all. When you see an order for 300 shares, 600 shares or 900 shares know this: those are market maker signals to one another to manipulate the stock.
300 means bring the price down at least 30% and
600 means provide resistance and
900 means let the stock float.
You will usually see these trades early in the day, many times pre-market and when the volume slows down or around 1:30 - 2:30 PM EST
Whenever I see Canacrap, First, Annon and other brokerages (even Sprott 17% owner!) manipulating the SP with smal orders 100, 300, 400, 200... I know we are just before a pop in share price. The big boys are just trying to shake out the remaining weak hands.
Watching the trades go through you may sometimes notice very small executions. Some people believe, and remember this is just a theory, those small numbers could be the market maker signals to each other...
100 I need shares.
200 I need shares badly, but do not take the stock down.
300 Take the price down so I can load shares
400 Keep trading it sideways.
500 Gap the stock. This gap can be either up or down, depending on the direction of the 500 signal.