InvestorsHub Logo
Followers 9
Posts 454
Boards Moderated 0
Alias Born 10/14/2016

Re: None

Sunday, 12/03/2017 8:15:36 PM

Sunday, December 03, 2017 8:15:36 PM

Post# of 40914
Continues...

https://investorshub.advfn.com/boards/read_msg.aspx?message_id=136450098

===============

Based on their past filing history, they always file "PRE 14" before "DEF 14":

https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0001269026&type=pre&dateb=&owner=exclude&count=40

&

(a)Preliminary proxy statement. Five preliminary copies of the proxy statement and form of proxy shall be filed with the Commission at least 10 calendar days prior to the date definitive copies of such material are first sent or given to security holders, or such shorter period prior to that date as the Commission may authorize upon a showing of good cause thereunder.

https://www.law.cornell.edu/cfr/text/17/240.14a-6

So:

If we see the "PRE 14A" tomorrow + 10 calendar days (minimum), then DEF 14A = Dec 14, 2017.

Special meeting & annual meeting proxies must be sent out 20+ calendar days prior to the actual meeting date.

So DEF 14A (Dec 14, 2017) + 20 calendar days = First week of 2018 = will be over 365 days from last fiscal year end (Dec 31st, 2016). It looks like we will not have an annual meeting this year!

Therefore, AMDA will receive a "delisting" warning letter from Nasdaq (most likely in the first week of 2018) like this one (ticker = PACE):

"received a letter from the staff of the Listing Qualifications Department of The Nasdaq Stock Market (“NASDAQ”) notifying the Company that the Company no longer complies with NASDAQ Listing Rule 5620(a) for continued listing due to its failure to hold an annual meeting of stockholders within twelve months of the end of the Company’s fiscal year ended December 31, 2015."

... but if you read the 2nd part of the filing:

As previously disclosed, in light of the Company’s announcement of its proposed business combination with Playa Hotels & Resorts B.V. in December 2016, and the limited availability of shareholders at the end of the year, the Company determined to defer compliance with the annual meeting requirement until 2017 when management would be able to communicate more effectively with shareholders regarding the proposed business combination. The Company intends to submit a plan to NASDAQ promptly and to regain compliance with the listing rules within the time frame allotted by NASDAQ.

https://www.sec.gov/Archives/edgar/data/1644509/000119312517004602/d325040d8k.htm

Here is the timeline of their filings:

2016-12-16 = M&A announcement 8-K Filed = 4th Quarter 2016 = 15 calendar days before the fiscal year end = no time for annual meeting = they knew there will NOT be any business operations for years to come due to business combination event.

2017-01-06 = 8-K regarding "delising" warning from Nasdaq of no annual meeting issue (first week in new fiscal year)

2017-02-13 = DEFM14A Filed to vote on the proposed M&A

2017-03-10 = Form 25-NSE Filed to voluntarily remove listing from Nasdaq.

========================

I am sure the BEARS will toss some Baloney like "BIG RED FLAG" regarding no annual meeting ... lmao...SMH! The above example shows M&A event leading to no annual meeting for the year & everyone can verify thru. these provided links like always.

========================

In addition, I have more example to show below:

Ticker = BSG

Fiscal Year Start Month = July

https://www.sec.gov/cgi-bin/browse-edgar?CIK=bsg&owner=exclude&action=getcompany

2006-09-14 = NT 10-K Filed

2006-11-09 = NT 10-Q (First Quarter) Filed

2006-12-18 = 10-K Filed

2007-02-02 = 10-Q (First Quarter) Filed

2007-02-13 = NT 10-Q (Second Quarter) Filed

2007-03-15 = 10-Q (Second Quarter) Filed

2007-05-03 = M&A 8-K Filed on 4th Quarter of the Fiscal Year.

2007-06-26 = DEFM14A Filed = 4 calendar days before fiscal year end in June 30th ... no annual meeting for the year ... meet early next year to vote on proposed M&A. As you can see, NT filings sometimes isn't all bad after all. Don't you find it's strange in 2017, AMDA filed these NTs only...not previous years like in 2015 or 2016! & the stall tactics to buy more time using Nasdaq hearing too.

==========================

Even my previous post showed an example of the ticker "TERP" with all these NT filings on 10-K & 10-Qs which also led to M&A event at the end.

Coincidentally, TERP ticker also received Nasqad "delisting" warning regarding the annual meeting issue:

"On January 4, 2017, the Company received a notification letter from a Senior Director of Nasdaq Listing Qualifications (the “Notification Letter”), which stated that the Company’s failure to hold its annual meeting by December 31, 2016 serves as an additional basis for delisting the Company’s securities and that the Panel will consider this matter in their decision regarding the Company’s continued listing on The Nasdaq Global Select Market."

https://www.sec.gov/Archives/edgar/data/1599947/000159994717000010/terp8-knasdaqletterjan92017.htm

Their M&A was in early March 2017 due to the fact that they filed their 10-K & 10-Qs really late (rolled over the following year)...As compare to AMDA situation, if we use their timing of filings & subtract 11 weeks back...our M&A 8-K should be around mid December 2017 or sooner! Lemme tell you... guessing the timing that Sonny will spew the M&A news is pain in the behind!

==========================

As of this moment, the list of tickers that i have dug thru. includes 1014 tickers (without M&A events) & 358 tickers (with M&A events)...Folks, it's about BIG data...here is list of the summary of no annual meeting situations:

1. BK

2. Change in Fiscal Year Request

3. Major Corp. events like moving HQ & major restructuring in executives teams

4. Transition Annual Report Filed (Restructure)

5. Pile of Debts, Edge of being "Delisted", Financially in trouble...

7. Change in State of Corporation Request

8. M&A event!

As you can see AMDA situation only fits in #8 above.

& of course the executive compensations disclosure...will it be on the DEFM14A? Regardless, they have less than 30 days to show us these #s.

===================


Boston's in-depth DDs:

https://investorshub.advfn.com/boards/read_msg.aspx?message_id=136601584

shows Zimmer's finger prints are all over AMDA & these weird events from AMDA this year strengthen the story of M&A...which is yet to be announced & the BULLs patiently have been waiting for! Will Zimmer still farting around & drag this on ... RISKING to lose Si3N4 tech to other big dogs in the industry via hostile takeover right after Hercules Loan get paid off by Jan 1st, 2018. Sonny...come on man...it's about time to announce something meaningful man! What about the list of 2017 milestones you promised? or just announce the big M&A news already. Zimmer will not be using Si3N4 tech to help generate revenues & growths if they don't pay up & at a fair price...stop hiding in the closet...come out already!

===================

Boston, regarding the discussion about the recent Form 4 from Zimmer:

https://investorshub.advfn.com/boards/read_msg.aspx?message_id=136606877

Many times these sale orders are pre-scheduled...big dogs executives from big companies do that all the time. It's not an issue.

=================

Long & Strong until M&A day

Don't feed the BEARS

Hold tight to your shares

BEARs play mind games on BULLs like Harry S. Truman's Quote:

"If you can't convince them, confuse them."

The BEARs can't scare the BULLs into panic to sell their shares & convince the BULLs to leave; The BEARs play mind games to confuse the BULLs by throwing hard-to-verify info. & empty oratory! Remember, the crap talkers are the hidden buyers (to cover shorts positions or they want tons of shares to cash out on the M&A news).. Well, at least I disclose myself as a long, retail investor. Are the BEARs into some type of kind-hearted acts & are here to look out for investors & their $$$...cough cough cough. Shake my head! Come on...Who are the BEARs trying to fool? Fooling 3-year kid?

This is the way I interpret all the BEARs BS spinning:

1. BEARs survey = No M&A...No goldmine here...= it means ... YES it's M&A coming & goldmine is here!!!

2. Potential suitor = Is Not Zimmer...= it means...Yes..It's Zimmer!!!








Volume:
Day Range:
Bid:
Ask:
Last Trade Time:
Total Trades:
  • 1D
  • 1M
  • 3M
  • 6M
  • 1Y
  • 5Y
Recent SINT News