Right before they uplist to NYSE, what a mess. CV-SL
"We have been advised that on or about October 22, 2014, in an effort to solicit roadshow meetings for us with potential investors, emails authored by employees of Cantor Fitzgerald & Co. were sent to a number of prospective institutional investors. The emails did not attach a copy of the preliminary prospectus. One of the emails was sent by one employee to the representatives of three (3) prospective institutional investors ("Email A") and contained disclosure regarding an analysts' estimate of our expected market capitalization and EBITDA for 2016. The other email ("Email B") was sent by three (3) employees to the representatives of forty-six (46) prospective institutional investors. While some of the factual statements about our company in Email B are disclosed in this prospectus, other statements that were made contained inaccurate factual information regarding our EBITDA, our industry growth since last year and our number of sales representatives. The recipients of these emails have been or will be advised that the emails were distributed in error and that the contents of the email messages should be disregarded and should not be forwarded, recirculated or relied upon in any respect when making an investment decision regarding our common stock. Only the disclosure in this prospectus contains the correct information regarding this offering and the disclosure in this prospectus should be the only disclosure that is relied upon in making an investment decision in this offering. We and the underwriters have agreed that we will not sell any securities in this offering to any of the forty-nine prospective institutional investors who received Email A or Email B without the prior written agreement of the Company and the lead representative of the underwriters. The recipients of Email A and Email B have been or will be notified that they may not be permitted to purchase shares of our common stock from the underwriters in the offering.
Any disclosure in Email A or Email B that did not comply with, or that exceeded the scope permissible under, Rule 134 of the Securities Act of 1933, as amended (the "Securities Act"), would not be entitled to the "safe-harbor" provided by Rule 134. As a result, the email messages could be determined to be an illegal offer of securities in violation of Section 5 of the Securities Act. If the communications in the emails were to be held by a court to be a violation by us of the Securities Act, the recipients of the email messages, including someone who may have been forwarded the emails, if any, who purchase shares of our common stock in this offering could have a rescission right, to require us to repurchase those shares at their original purchase price with interest or a claim for damages if the purchaser no longer owns the securities, for one year following the date of the violation. In addition, we have agreed to indemnify each of the underwriters for losses that they may incur as a result of the distribution of the emails by Cantor Fitzgerald & Co. Consequently, due to the email communications and indemnification, we may have a contingent liability arising out of this possible violation of the Securities Act. The likelihood and magnitude of this contingent liability, if any, is presently impossible to quantify, and would depend, in part, upon the number of shares purchased by any recipients of the email messages and the subsequent trading price of our common stock. If any violation of the Securities Act is asserted, we intend to contest the matter vigorously."
