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I am right. How many companies DON'T file, and are assigned tiers-for instance, "Caveat Emptor" & "No info". You admitted yourself that ACTT did not pay otc, so how could they be assigned a tier???????????
They have get current on their filings with the SEC!
It is clear. Read the merger agreement. On the effective date, all common and preferred shares will be eliminated.
No shell.
ACTT is clearly a public entity. If it were private, then you and I would not be able to buy shares (common or preferred). Preferred shareholders are just given "preference" over the common shareholders.
Not true at all. OTCMarkets don't assign tiers for free! They are a for profit PR company. Not a regulator. No pay, no tier!
I am right. You even provided the exact proof.
"Generally, OTC Markets Group will remove the Caveat Emptor designation once the company meets the qualifications for OTC Pink Current Information"
To be OTC Pink Current Information requires writing a check to OTCMarkets. No check, no current information, no CE removal.
so you confirm this is only a shell
That is not the definition.
Check ACTT's SC13E3. They call themselves a "private company", and so does the SEC.
so maybe is ACTT free trading shares only a shell ? i read a lot of filings but it's not clear
Completely wrong!! Here's the CE policy right from the OTCMarket's website:
OTC Markets Group's Policy Regarding Caveat Emptor
OTC Markets Group identifies securities with a Caveat Emptor symbol to inform investors that there may be reason to exercise additional care and perform thorough due diligence in making investment decisions for a particular security. The Caveat Emptor symbol is displayed in place of the OTCQX, OTCQB or OTC Pink marketplace designations and is distributed on market data feeds. The symbol is displayed wherever OTC Markets Group quote data is available. The designation is available to all market participants, including investors, broker-dealers, and clearing firms, so that they can make informed trading decisions.
Reasons Why a Caveat Emptor Designation is Assigned:
Promotion/Spam without Adequate Current Information — The security is being promoted to the public, but adequate current information about the company has not been made available to the public. Adequate current information must be publicly available during any period when a security is the subject of ongoing promotional activities. At such instances, as a matter of policy, when adequate current information is not made available, OTC Markets Group will label the security as "Caveat Emptor." Promotional activities may include spam email, unsolicited faxes or news releases, whether they are published by the company or a third party
Investigation of Fraud or Other Criminal Activities — There is an investigation of fraudulent or other criminal activity involving the company, its securities or insiders. When OTC Markets Group becomes aware of such investigation, the company’s securities may be subject to Caveat Emptor
Suspension/Halt — A regulatory authority or an exchange has halted or suspended trading for public interest concerns (i.e. not a news or earnings halt)
Undisclosed Corporate Actions — The security or company is the subject of a corporate action, such as a reverse merger, stock split, or name change, without adequate current information being publicly available
Unsolicited Quotes — The security has only been quoted on an unsolicited basis since it entered the public markets and the company has not made adequate current information available to the public
Other Public Interest Concern — OTC Markets Group has determined that there is a public interest concern regarding the security. Such concerns may include but are not limited to promotion, spam or disruptive corporate actions even when adequate current information is available
When Does Caveat Emptor Get Removed?
Generally, OTC Markets Group will remove the Caveat Emptor designation once the company meets the qualifications for OTC Pink Current Information or OTCQB and has displayed that there is no longer a public interest concern, typically no sooner than 30 days. For information on how to qualify for the OTC Pink Current Information marketplace designation, please visit the Upgrade to OTC Pink Current page. In order to qualify for the OTCQB marketplace, companies must be SEC reporting and current in their required SEC filings. During the time it is labeled Caveat Emptor, the security will also have its quotes blocked on www.otcmarkets.com.
Wrong-companies don't "pay for tiers." They submit filings, and based on how much info they provide, determines the tier level they are assigned. Yes, you can pay extra for an "advanced" listing/higher tier level.
And ignored the fact the common stock was worthless. Once people figured that out, the stock crashed back to sub-penny.
People will only be fooled so many times. That is why follow-on pumps are always less successful than the one previous.
OTCMarkets is a for profit company. You have to pay to "file" with them and have a tier (other than the fully reporting SEC QB tier) assigned.
Incorrect. OTCMarkets is a for-profit company. Not a regulator. To "file" with them requires a paid PR contract with OTCMarkets. You have to pay for the OTC "tiers".
It ran when several posters hyped the revenues/assets & the low share price.
They do not have to sign up for OTCMarket's paid services to have the CE removed.
No, once they filed the 15-12g, they had no intention of filing w/ otc-filings are what removes the CE, not paying for services or paying for a PR.
The preferred stockholders just get "preference" over the common shareholders. It doesn't mean that the company is now private.
why did it run to .22 ? another "merger" hype ?
How can it be a private company when there are free trading common shares???
Not quite accurate, as they could have had the CE removed if they did sign up for OTCMarket's paid services. But since the common stock has been worthless since 2007, the Company had zero interest in doing that.
No, it did go private because full control of the company was transferred to the preferred stockholders, and the preferred shares are not publicly traded.
No, they got the CE back in 2011 when the stock ran to .22/share on hype-not because "they didn't play ball & pay OTC markets for a PR."
They filed a 15-12g in 2007.
I don't think ACTT went "private". Wouldn't this indicate that there are no free trading shares? I believe they just "went dark" when they de-registered.
The CE predates the recent pump because ACTT deregistered with the SEC when they went private and did not play ball and pay OTCMarkets for PR, so they got a CE.
When I said that ACTT was the surviving entity, I was referring to the entity that survives when ACTT & Alpine Acquisition Corp. (an indirect subsidiary of PGI) merge. ACTT is NOT merging with PGI, the parent corp.
Act Teleconferencing is being purchased by Premiere Global Services, Inc. (PGi). PGi trades on the NYSE under the ticker PGI and is the surviving public entity. Did you notice that the press release mistated the name as ACT Conferencing and didn't even include the ACTT ticker symbol?
PGi Acquires ACT Conferencing
PGi and ACT Combine to Form the World's Largest Pure Play Collaboration Provider
ATLANTA, Sept. 4, 2013 /PRNewswire/ -- PGi (NYSE: PGi), a global leader in collaboration and virtual meetings for over 20 years, today announced that it has acquired ACT Teleconferencing, Inc., a global provider of integrated conferencing solutions, for a cash purchase price of approximately $44 million, net of working capital. PGi funded the purchase through its recently increased credit facility and cash and equivalents on hand.
"Both PGi and ACT Conferencing are trusted by the world's largest, most discriminating brands for their business-critical collaboration needs. Our companies share a complementary global footprint and a common legacy of industry leadership that spans decades," said Boland T. Jones, PGi founder, chairman and CEO. "Our acquisition of ACT Conferencing reinforces PGi as the clear choice for companies looking for innovative collaboration solutions to increase their productivity, accelerate sales and improve their overall business results."
Known for its operational excellence and world-class service quality, ACT Conferencing has been providing audio, video and web collaboration solutions for over 20 years. ACT Conferencing has operations in eight countries across North America, Europe and Asia Pacific, with a current projected annual revenue run-rate of approximately $45 million.
"We are excited to join forces with PGi, a company that shares our culture and commitment to delighting users," said Peter Salas, ACT Conferencing chairman and CEO. "Our customers will have the opportunity to improve their businesses with PGi's award-winning web conferencing solutions, GlobalMeet® and iMeet®, and its industry-leading global IP audio network, while continuing to enjoy the outstanding service quality and customer care they are accustomed to."
PGi plans to provide a revised financial outlook for 2013 when it releases its third quarter results.
About Premiere Global Services, Inc. ¦ PGi
PGi has been a global leader in collaboration and virtual meetings for over 20 years. PGi's cloud-based solutions deliver multi-point, real-time virtual collaboration using video, voice, mobile, web streaming and file sharing technologies. PGi solutions are available via desktops, tablets and mobile devices, helping businesses worldwide be more productive, mobile and environmentally responsible. PGi has a global presence in 25 countries and an established base of over 40,000 enterprise customers, including 75% of the Fortune 100™. In the last five years, PGi has hosted nearly one billion people from 137 countries in over 200 million virtual meetings. For more information, visit PGi at www.pgi.com.
Statements made in this press release, other than those concerning historical information, should be considered forward-looking and subject to various risks and uncertainties. Such forward-looking statements are made pursuant to the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995 and are made based on management's current expectations or beliefs as well as assumptions made by, and information currently available to, management. A variety of factors could cause actual results to differ materially from those anticipated in Premiere Global Services, Inc.'s forward-looking statements, including, but not limited to, the following factors: competitive pressures, including pricing pressures; technological changes and the development of alternatives to our services; market acceptance of our cloud-based, virtual meeting solutions, including our iMeet® and GlobalMeet® solutions; our ability to attract new customers and to retain and further penetrate our existing customers; our ability to establish and maintain strategic reseller relationships; risks associated with challenging global economic conditions; price increases from our telecommunications service providers; service interruptions and network downtime; technological obsolescence and our ability to upgrade our equipment or increase our network capacity; concerns regarding the security and privacy of our customer's confidential information; future write-downs of goodwill or other intangible assets; greater than anticipated tax and regulatory liabilities; restructuring and cost reduction initiatives and the market reaction thereto; our level of indebtedness; risks associated with acquisitions and divestitures; indemnification claims from the sale of our PGiSend business; our ability to protect our intellectual property rights, including possible adverse results of litigation or infringement claims; regulatory or legislative changes, including further government regulations applicable to traditional telecommunications service providers and data privacy; risks associated with international operations and market expansion, including fluctuations in foreign currency exchange rates; and other factors described from time to time in our press releases, reports and other filings with the Securities and Exchange Commission, including but not limited to the "Risk Factors" section of our Annual Report on Form 10-K for the year ended December 31, 2012. All forward-looking statements attributable to us or a person acting on our behalf are expressly qualified in their entirety by this cautionary statement. We do not undertake any obligation to update or to release publicly any revisions to forward-looking statements contained in this press release to reflect events or circumstances occurring after the date of this press release or the date of the statement, if a different date, or to reflect the occurrence of unanticipated events.
Media and Investor Contact:
Sean O'Brien
(404) 262-8462
sean.obrien@pgi.com
(Logo: photos.prnewswire.com/prnh/20120628/MM33070LOGO )
SOURCE PGi
RELATED LINKS
http://www.pgi.com
Yo whats up with this huh?
did ACTT have the CE prior to or after the recent pump?
http://www.otcmarkets.com/stock/ACTT/quote
I hope people buckled up...or else they would have been thrown from this train as it plunges off the cliff.
That is the fact. They don't split anything. The preferred get what is owed to them, and since they are owed far more than the $44 million, they take it all and leave zero for the common shareholders.
That is how this works.
This should make it pretty clear:
Each share of Company Capital Stock held in Company’s treasury immediately prior to the Effective Time, each share of Company Capital Stock of any class or series which is not being converted into the Aggregate Merger Consideration pursuant to Section 2.3(a) and Annex A hereto, and each share of Company Capital Stock owned beneficially or of record by ATS or Merger Sub, shall automatically be cancelled and retired without payment therefor, and all rights in respect thereto shall cease to exist
Not at all...read the 8-k and the amended articles of incorporation.
That is not what it says. The preferred gets the assets first (thus the name "preferred"!) and since they are owed much more than $44 million, there is nothing left for common shareholders. They will get nothing and the shares cancelled.
"Cancelled" may be the wrong word but "worthless" is not.
Section 2.3 of the merger agreement. The merger was completed on September 3. The effective date upon which the current ACTT stock will be liquidated and cancelled should be sometime within 5 days afterwards, which means it could happen at any time now.
Upside starting to move....44 million being "portioned out among preferred and commons.
That means nothing...read the articles of incorporation and the 8-k. Once the buyout is complete, all proceeds of the sale go to the preferred shareholders up to $150 million. Since buyout is for $44 million they get all of the proceeds.
16m o/s active CO SOS.....active website...
Not a lie at all. Completely true. Read the merger agreement.
http://www.sec.gov/Archives/edgar/data/880804/000114420413049275/v354376_ex10-1.htm
The merger was completed on September 3. As soon as the paperwork is filed with Colorado and Delaware SOS, the current ACTT stock will be liquidated.
Where? 36 trades so far. 22 have been sells.
Yes! I think we will see .02 very soon.
ACTT!! Nice volume already
gem
Yes- buying pressure building, for sure.
ACTT in a good standing CO sos http://www.sos.state.co.us/biz/BusinessEntityDetail.do?quitButtonDestination=BusinessEntityResults&fileId=19931102071&masterFileId=19891112372&srchTyp=ENTITY&entityId2=19891112372&nameTyp=ENT
ACT TELECONFERENCING, INC.
Status Good Standing Formation date 12/15/1989
ID number 19891112372 Form Corporation
Periodic report month December Jurisdiction Colorado
Term of duration Perpetual
Principal office street address 1526 Cole Boulevard, Suite 300, Lakewood, CO 80401, United States
Principal office mailing address n/a
Registered Agent
Name The Corporation Company
Street address 1675 Broadway, Suite 1200, Denver, CO 80202, United States
Mailing address n/a
ACTT lota of buyers ~
SEC Filings. I suggest you read them as they lay out the entire story here, which is not good.
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Quote:The liquidation preference is the key - financially, it is treated like debt. A debt which increases by 9.55% every quarter (44% every year - forever). The company owes the preferred holders that money before they owe anything to common shareholders. That means the common shareholder value, which is already well underwater, is being buried by 44% MORE every year. They will never catch up, which means the common stock will stay worthless. That was exactly the point behind the preferred stock issuance.
The Series AA Preferred Stock increases in stated value at a rate of 9.55% per quarter. The Series AA shareholders are entitled to quarterly increases in the stated value of their shares of Series AA Preferred Stock , at a rate of 9.55% per quarter. As a result, their liquidation preference and beneficial ownership of our common stock will continue to increase over time at an estimated annual rate of approximately 44%.
Quote:Link to last 10-K
Our preferred stock carries a substantial liquidation preference, which could significantly impact the return to common equity holders upon an acquisition.
In the event of liquidation, dissolution, winding up or change of control of us, the holders of Series AA Preferred Stock would be entitled to receive the stated value per share of Series AA Preferred Stock plus all increases to stated value on such share before any proceeds from the liquidation, dissolution or winding up are paid with respect to any other series or class of our capital stock. Accordingly, the approximately 160,000 shares of Series AA Preferred Stock that are outstanding following the preferred stock offering that was completed in February, 2006 currently have an aggregate liquidation preference of approximately $24.1 million, which will increase at a quarterly rate of 9.55%, compounded quarterly. This will result in an aggregate liquidation preference in excess of $91.1 million on the fifth anniversary of our initial sale of Series AA Preferred Stock. Consequently, the sale of all or substantially all of our assets or other fundamental corporate transactions may result in substantially all of the proceeds of such transaction being distributed to the holders of our Series AA Preferred Stock.
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