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Yes, but 1st you have to file financials, wow-lol!!!
I guess you haven't read it then.
OTC Disclosure & News Service
The OTC Disclosure & News Service gives companies the ability to widely distribute their financial information so that investors can effectively analyze, value, and trade their securities. Companies may subscribe to this service to post annual and interim reports, news releases, material events and investor presentations onto www.OTCIQ.com, which directly feeds to their quote page on www.otcmarkets.com as well as to the PR Newswire network.*
Qualify for OTCQX – Companies can use the OTC Disclosure & News Service to help qualify for the best marketplace, OTCQX, or to upgrade their OTC Pink designation to “Current” or “Limited Information”
You have to pay OTCMarkets for this service. No pay, no tier. That is how it works. A company has to pay to play with OTCMarkets.
Where does it say anything about paying in this?:
All OTC Pink companies are identified on www.otcmarkets.com as providing current information, limited information or no information based upon the availability of recent financial and disclosure information.
I know them very well. I am correct.
But it is largely immaterial here. ACTT's common stock is worthless. The common stockholders will get.......nothing.
Nope, it isn't. CE is not a tier, it is a designation. Again, I suggest you read their materials.
Nope-i suggest you read them-I already have.
I suggest you read OTCMarket's literature. You have to pay to submit "filings". No pay, no filings, no tiers.
That is how it works. It all depends on the pay.
And since you said ACTT hasn't paid any money to OTC, how can they be labeled "Caveat Emptor?"-that's a tier level.
No-incorrect-their tier info is determined by how much info they submit & how recent their filings are.
Except that the most important factor in determining a tier is if a company HAS PAID FOR IT! OTCMarkets is a for-profit business, not a regulator. You have to pay to play. The tiers were invented to make money for Pink Sheets - they are entirely meaningless otherwise.
And those "financials" that are often "filed" with OTCMarkets? Not to be believed by anyone at anytime. The majority of them are incomplete, non-compliant, and not factual. Often intentionally so.
Yes, otc charges for tiers, but companies have to file financials & attorney letters to determine their tier level.
All true. Common will be liquidated and cancelled. Read the merger agreement. The preferred holders will get it all, and common holders get nothing. The common stock is trading at these levels for a reason.
OTCMarkets charges for tier services. Fact.
ACTT did not want to pay for news, and therefore did not have the CE removed. No pay, no change. OTCMarkets doesn't give it away - they are a business, not a regulator.
You said the commons would be cancelled, that is wrong. You said otc companies "pay for tiers," that's wrong. You also said ACTT didn't want to pay for news, so they got labeled Caveat Emptor-that's not true either.
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=91743242
Except that the consideration due the common shareholders is.......zero.
The Preferred shareholders are owed over $150 million. The $44 won't even begin to cover the amount due, which means there will be absolutely nothing left over for common shareholders.
The common stock is worthless.
Certainly no scam: ACTT ACT Teleconferencing, Inc. Common Stock 9/10/2013 Acquired by Premiere Global Services, Inc. The holders of outstanding shares of the Common Stock shall be entitled to receive in such conversion such residual portion of the Aggregate Merger Consideration, if any, as may be determined in accordance with the provisions of the Amended and Restated Articles of Incorporation of the Company and subject to Section 7 of Annex I of the Amended and Restated Articles of Incorporation of the Company.
http://www.otcbb.com/asp/dailylist_detail.asp?d=09/09/2013&mkt_ctg=ALL
OMG is right, from mega hype .044 to mega bust .003, in just two trading days. Garbage DD pushed it up again, what an obvious scam here
Desperation buy for 500 shares. OMG how pathetic.
once again undog rocks-i love momos=cash in the bank now time to buy the dip!!!!!ACTT
...and your point...nm
Please
go read post# 3215
#1~on~BOB and closed a few ticks off LOD~LMAO!
Tons of posts ..made it to #1 on BOB's....Have a nice weekend
gem
Really think it gonna go? A filing coming out over weekend maybe, that would explain the shakedown and mm signals.
Read the merger agreement. Section 2.7
2.7 Closing of Stock Transfer Books. At the Effective Time, holders of certificates representing shares of Company Capital Stock that were outstanding immediately prior to the Effective Time shall cease to have any rights as shareholders of Company, and the stock transfer books of Company shall be closed with respect to all shares of such capital stock outstanding immediately prior to the Effective Time. No further transfer of any such shares of Company Capital Stock shall be made on such stock transfer books after the Effective Time. If, after such time, any such certificates are presented to the Surviving Corporation for any reason, they shall be cancelled and exchanged as provided in Sections 2.3, 3.3 and 3.7, as applicable.
No, it's not different, i can provide you thousands of filings of thousands of stocks saying the same exact words and still trading
every ch 11 and 7 have in the filings the same BS
ok, we'll see.. good night
But this case is different, as the shares will no longer exist. They will be cancelled.
The Second Amended and Restated Articles of Incorporation have been filed with Colorado and Delaware, which are in effect after the existing common and preferred shares are converted and liquidated. Check the number of authorized shares:
SECOND AMENDED AND RESTATED ARTICLES OF INCORPORATION OF ACT TELECONFERENCING, INC.
The Corporation’s Articles of Incorporation are hereby amended and restated in their entirety as follows:
I. The name of the Corporation is: Act Teleconferencing, Inc.
II. The Corporation is organized pursuant to the Colorado Business Corporation Act (“CBCA”).
III. The purpose for which the Corporation is organized is to engage in any lawful act or activity for which corporations may be organized under the CBCA, and the Corporation shall have all powers necessary to engage in such acts or activities, including, but not limited to, the powers enumerated in the CBCA or any amendment thereto.
IV. The total number of shares of stock which the Corporation shall have authority to issue is 100 shares of common stock, with a par value of $.01 per share.
V. All corporate powers shall be exercised by or under the authority of, and the business and affairs of the Corporation managed under the direction of, the board of directors of the Corporation. Cumulative voting shall not be permitted in the election of directors or for any other purpose.
VI. In furtherance, and not in limitation, of the powers conferred by statute, the Board of Directors is expressly authorized to adopt, make, alter or repeal the Bylaws of the Corporation.
VII The Corporation reserves the right to amend, alter, change or repeal any provision contained in these Articles of Incorporation in the manner now or hereafter prescribed by statute, and all rights conferred upon shareholders herein are granted subject to this reservation.
VIII. To the fullest extent permitted by the CBCA, a director of the Corporation shall not be personally liable to the Corporation or any of its shareholders for monetary damages for breach of fiduciary duty as a director. Any amendment, modification or repeal of this Article VIII shall be prospective only and shall not adversely affect any limitation, right or protection of a director of the Corporation existing under this Article VIII with respect to any act or omission occurring before such amendment, modification or repeal.
IX. Without limitation of any right to indemnification or advancement of expenses that any person may have under the bylaws of the Corporation or under any other agreement or arrangement, the Corporation shall indemnify each current and former director and officer of the Corporation to the fullest extent permitted by applicable law. Any amendment, modification or repeal of this Article IX shall be prospective only and shall not adversely affect any right to indemnification of any director or officer under this Article IX with respect to any act or omission occurring before such amendment, modification or repeal.
i repeat you, the exact kind of situation and still trading after years..
bureaucracy sometimes is real slow.. SEC doesn't care about many zombie stocks
If people want audited financials, go trade the big board stocks.
$ACTT~~~Traders want in, .008's going to fall
gem
As is the case with almost all pinkies..
Except that according to the merger agreement, the common and preferred stock will both automatically be converted to liquidation shares and cancelled on the effective date.
i can provide you many examples of stocks in the same situation that after years it's still trading, for me it's a kind of mistery, but that's it (even stocks under chapter 11 or 7)
so i won't bet this stock will disappear at once..
"Filings" made solely to OTCMarkets are completely meaningless, as they are almost always incomplete, non-compliant, and inaccurate. In many cases, completely intentionally. No one should rely upon them in any way.
Don't look now, but all the paperwork required to finalize the merger as listed in the merger agreement has already been filed with the Secretaries of State. The common stock will cease to trade very soon.
Sorry, that should just say they have to get current with their filings, it does not necessarily mean they have to file with the SEC.
And that's the risk we all take when investing in penny stocks. Most of them do not provide audited financials.
But the "filings" neither have to be complete or accurate. And many are not. Some companies just file a 1 or 2 page "financial statement" which would not come close to meeting SEC standards, but as long as they check clears and they file something (even if it is printed on the back of a cookie recipe, as was done in one infamous case, or is handwritten in some other cases), OTCMarkets considers it good.
You will find the most important requirement, by far, in the equation is the check to OTCMarkets.
"anytime now".. i've seen stock like this trading for months after the "presumed" deletion of shares.. you know nothing like everyone else here..
But they can't just write a check to be assigned the tier, correct? They need to provide filings & write a check.
Again, it is NOT a shell. It is a private company owned and controlled by the preferred stockholders. The common stock has no value, and will be deleted upon completion of the merger. Which can happen at any time now.
That is not the definition of a private company. Seems like it should be, but it is not.
Not true. They could submit the usual BS "filings" to non-regulator for profit OTCMarkets and write OTCMarkets a check and be assigned a meaningless "tier", no problem. Lots of OTC companies, especially scam companies, do that all the time.
3.2 Effective Time of the Merger . Upon the terms and subject to the conditions set forth in this Agreement, as soon as practicable on or after the Closing Date, the parties shall (i) file a statement of merger in the form attached hereto as Exhibit B (the “ Colorado Certificate of Merger ”) with the Secretary of State of the State of Colorado in accordance with the relevant provisions of the Colorado Code, (ii) file a certificate of merger in the form attached hereto as Exhibit C (the “ Delaware Certificate of Merger ”) with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and (iii) make all other filings or recordings required under the Colorado Code to effect the Merger (the time that such Colorado Certificate of Merger is duly filed with the Secretary of State of the State of Colorado being referred to herein as the “ Effective Time ”).
it seems many filing it's missing before "Effective time" of merger
You & I would not be able to buy shares if it were a private company.
But until then, it is a public entity.
Not according to ACTT or the SEC.
They are a private company. Again, read the SC 13E3.
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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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