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Data is updated weekly and is current as of Friday, November 25, 2011. It is not a complete or certified record of the entity.
Entity Name: ASYST TECHNOLOGIES, INC. Entity Number: C1247744 Date Filed: 05/31/1984 Status: ACTIVE Jurisdiction: CALIFORNIA Entity Address: 46897 BAYSIDE PKY Entity City, State, Zip: FREMONT CA 94538 Agent for Service of Process: CORP2000 Agent Address: 720 14TH ST Agent City, State, Zip: SACRAMENTO CA 95814
No, you are wrong. The company is gone. There is no one around to file with California, and no one to care. Who is going to spend the time or money on a filing?
When a corporation's shares have been canceled like this one's, it no longer has shareholders. Therefore, it no longer exists as a legal entity. Gone, dead, as a matter of law. The "active" status in California means nothing.
Entity Name: ASYST TECHNOLOGIES, INC. Entity Number: C1247744 Date Filed: 05/31/1984 Status: ACTIVE Jurisdiction: CALIFORNIA Entity Address: 46897 BAYSIDE PKY Entity City, State, Zip: FREMONT CA 94538 Agent for Service of Process: CORP2000 Agent Address: 720 14TH ST Agent City, State, Zip: SACRAMENTO CA 95814
Attn: Trading and Market Making/Legal and Compliance/Operations/Systems UNIFORM PRACTICE ADVISORY (UPC #68-11) September 29, 2011 Asyst Technologies, Inc. (ASYTQ) _ Notice has been received that the above Company’s Joint Plan of Reorganization (Plan) filed under Chapter XI of the Federal Bankruptcy Code, became effective on March 5, 2010. Pursuant to the Plan, on the Effective Date, all shares of stock in ATI will be cancelled and will forever cease trading on OTC Bulletin Board or any other securities exchange or market. Class 4 consists of holders of Interests in the Debtor. Class 4 is impaired and the holders of Interests in Class 4 will not receive any distributions on account of Interests. Holders of Interests in Class 4 shall be deemed to have rejected the Plan and shall not have the opportunity to vote.
Members are reminded of their obligations under NASD Conduct Rule 2310 if they continue to engage in transactions in the above security after the effective date.
Members are further advised that deliveries in settlement of contracts in the OLD securities, which were executed prior to the announcement that the securities had been deemed worthless, shall be evidenced by either a) the OLD security; or b) a Letter of Indemnity which shall grant the purchaser any rights and privileges which might accrue to the holders of the physical securities. Such deliveries shall operate to close-out the contract and shall be settled at the existing contract price pursuant to Uniform Practice Code Rule 11530.
Questions regarding this notice should be directed to: FINRA Operations- 1-866-776-0800.
A Reverse Merger is a transaction where by the private company shareholders may gain control of a public company by merging it in with their private company. The private company shareholders receive a substantial majority of the shares of the public company (normally 85% to 90% or more) and the control of the board of directors. The transaction can be accomplished in as little as two weeks, resulting in the private company becoming a public company. The transaction does not go through a review process with state and federal regulators because the public company has already completed the process. The transaction involves the private and shell company exchanging information on each other, negotiating the merger terms, and signing a share exchange agreement. At the closing the public shell company issues a substantial majority of its shares and the board control to the shareholders of the private company. The private company shareholders pay for the shell and contribute their private company shares to the shell company and the private company is now public.
Upon completion of the reverse merger, the name of the shell company is usually changed to the name of the private company. If the shell company has a trading symbol it is changed to reflect the name change. An information statement, called an 8-K, must be filed within 4 days of the closing. The 8-K describes the newly combined company, stock issued, information of new officers and directors, a full description of the business, and financial statements audited to US GAAP standards. The 8-K must disclose the same type of information that it would be required to provide in registering a class of securities under the Securities Exchange Act of 1934. (See Sec Final Rule 33-8587, pdf file)
If the shell company is listed on the Bulletin board, the registered or “free trade” shares can continue to trade. The company can do a private placement immediately. To trade new shares offered by the public the newly combined public company must first register the shares with the SEC. This process takes three to four months and normally requires filing a Registration statement with the SEC under Reg. SB-2 or SB-1.
If the shell company does not have a symbol, (Asyst Technologies, Inc. as of 9/29/2011) an application for a symbol is usually made to the NASDAQ Bulletin Board. The application for a symbol requires filing a Form 211 by a market maker that is a member of the NASD. The Bulletin Board has no financial requirements. A listing will be granted if the affairs of the company are in order and the company answers the questions posed by NASDAQ.
A Great Example of a Low Floater 15-12G Run
FCNK (now RGNO) initial o/s 5M 5/26/06 -Nevada SOS reinstatement 10/3/06 -Filed 15-12g under Mark Smith First 2 weeks of October 2006 -PPS peaked at $3.70 from 52 week low of .008.
Note here, that up to this point, ( October 10, 2011), there are no ( ASYTQ ) securities in public hands, and the stock of the company does not trade. There is NO "market maker", and "no trading volume". The stock is "not listed anywhere".
Asyst Technologies, Inc. ( a Non-trading shell ? ) > R/M with Crossing Automation ( a Private operating company ) ?
ASYTQ can still be a Reverse Merger play with Crossing Automation
Here is Why ASYTQ may have been deleted !!!
This can be part of the R/M plan, so as to save Crossing Automation the $400,000, that would have to be paid, by doing a R/M with a "trading shell" ( ASYTQ ).
Form 10 Shells
What is a Form 10 shell?
A Form 10 shell is created when a shell company, (Asyst Technologies, Inc.) a company with limited assets and business, files a Form 10 with the SEC.
A Form 10 registers a company with the SEC under the Securities and Exchange Act of 1934, but Form 10 does not allow the company to issue securities publicly. That is accomplished by a registration under the Securities Act of 1933, a different statute than the Securities and Exchange Act of 1934,
The game plan of the Form 10 shell is to get the company registered with the SEC so that subsequent filings to register the stock proceed more rapidly.
The procedure is that a Form 10 shell merchant, perhaps a securities lawyer, or other professional in the industry, creates a new company, gives it enough money to withstand the initial expenses of an audit and filing, gets an audit that qualifies under SEC rules (an audit from a PCAOB accountant), and files Form 10 with the SEC. The SEC may or may not comment on the filing. Once the filing has been commented on and corrected, the Form 10 shell merchant seeks a merger partner, an operating company for a reverse merger. Note here that up to this point, there are no securities in public hands and the stock of the company does not trade. There is no market maker and no trading volume. The stock is not listed anywhere.
When a reverse merger is agreed on, the combined companies are one and “Super 8-K” is filed with the SEC. This registers the stock to trade. The company will also find a market maker and a Form 211 will be filed with FINRA. The SEC may comment on the Super 8-K, but is not required to do so.
When the stock is cleared for trading, trading starts, usually with relatively low volume and the hopes on the part of the company that it will be able to develop volume one way or another.
The Advantages of a Form 10 Shell
Here are the advantages Form 10 shell promoters use, to sell their wares:
First, you can obtain PIPE financing by telling the investors you are going to get the company trading and develop a market. However, you must be talking to different PIPE investors then the ones I know. The ones I know want liquidity as fast as possible which means the stock is already trading. It takes time and money to develop a market, even for an already trading shell reverse merger. Also, there is always the risk that FINRA will hold up approval of your Form 211.
Second, you avoid the cost of a "trading shell" that is SEC filed, as much as $350,000 to $400,000. The control persons of a trading shell get whatever the cash they can from selling control and whatever stock they can negotiate to keep in the Form 10. The stock can be 5-10% of the combined company. Recently, one of the leading reverse merger attorneys sold a batch of shells to the Chinese reportedly for $15,000 each. That $15,000 hardly covers the cost of filing and maintaining the shell.
The final advantage, as I see it, it the fact that you know that the shell is probably clean. This is often impossible to prove in Pink Sheets shells and may be problematic in OTCBB shells. However, doing your own S-1 filing would produce a totally immaculate trading vehicle at less cost and similar time used.
One good point about Form 10 shells, they should be clean, eliminating the due diligence issue, which can be impossible in a Pink Sheet shell.
Uniform Practice Code Advisories are notices which are issued pertaining to unusual circumstances such as extremely large dividends, when-issued settlement dates, ex-interest dates for bonds, worthless securities, cancelled IPOs, etc. Their intent is to announce rulings, interpretations, exemptions and advisories on these subjects in order to facilitate the transaction of a member's day-to-day business and to eliminate business disputes and misunderstandings which may arise from uncertainty and lack of uniformity in such matters.
The subjects addressed in the Uniform Practice Code Advisories are subject to the provisions of the FINRA Uniform Practice Code (Rule 11000 Series) which is administered by FINRA Operations. They appear on the FINRA Web site to facilitate a member's compliance with FINRA regulations.
The NASD and NYSE Suitability Rules - An Asset for Investors
August, 2006
by Harvey R. Herman
Since the stock market bubble burst which occurred in the 2000 to 2001 time period, there has been a significant increase in the amount of litigation brought by investors against their financial representatives and security brokerage firms. The investors are often seeking to recover losses sustained in their brokerage accounts as a result of market losses.
Financial representatives and brokerage firms must comply with the suitability rules established by regulatory organizations such as the National Association of Securities Dealers (NASD) and the New York Stock Exchange (NYSE). Violation of the suitability rules can provide the investor with numerous causes of action including negligence, breach of contract and, in more serious situations, a claim based on Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5, otherwise known as the Anti-Fraud provision.
NASD Conduct Rule 2310 Recommendations to Customers.
Rule 2310 is the NASD suitability rule and is contained in the NASD Manual. The suitability rule provides that when a financial representative recommends to an investor the purchase, sale or exchange of any security, a financial representative shall have reasonable grounds for believing that the recommendation is suitable for such investor upon the basis of the facts, if any, disclosed by such investor as to his or her other security holdings and as to his or her financial situation and needs. The rule sets forth the specific information that the financial representative is required to obtain before executing a transaction. The information which the financial representative is required to obtain is: 1) the investor’s financial status; 2) the investor’s tax status; 3) the investor’s investment objectives; and 4) such other information used or considered to be reasonable by such financial representative in making a securities recommendation to the investor.
The Securities Recommendation.
The suitability rule is applicable when a financial representative makes a security recommendation. The rule does not set forth or otherwise define the meaning of a securities recommendation. The issue of whether a communication between a financial representative and an investor constitutes a recommendation depends on the content, context and presentation of the communication. A communication which, for example, suggests that an investor act on information provided or which otherwise endorses the financial information provided by the financial representative to the investor would more likely be considered a recommendation. This should be contrasted to the situation where a financial representative simply transacts the trade initiated by an investor (acts as a “conduit”) or otherwise gathers financial information for an investor. In these type of situations, the communication will more likely be viewed as not being a recommendation. The determination of whether a communication is a recommendation is a factual consideration and thus a cause of action based on breach of the suitability rules is often asserted by investors in claims brought against the financial representative and the brokerage firm. It is also interesting to note that the suitability rule and the manner in which it is interpreted is constantly evolving and adopting to the methods in which security transactions are conducted. An example is a recently enacted suitability rule and policy statement pertaining to standards for on-line communications between financial representatives and investors.
Investor’s Specific Recommendation.
As set forth above, the suitability rules require that a financial representative obtain specific financial information from the investor. This information combined with the investor investment objectives and investment risk tolerance is the information on which a suitability determination needs to be made. The investor account opening documents contain questions designed to elicit the requisite information used as part of a suitability determination. This information is then normally sent to the brokerage firm’s compliance department. The compliance department has the supervisory responsibility to ensure that the transactions which subsequently occur in the account remain consistent with the investment objectives of the investor. The NASD has detailed rules which set forth the supervisory responsibility of the brokerage firm. NASD Rule 3010 Supervision specifies in detail the broad supervisory responsibilities which a brokerage firm has and must comply with in conducting its business. The brokerage firm can be held accountable for the actions of the financial representative under the legal theory of respondeat superior and can also be held individually liable for not complying with its supervisory responsibilities.
Reasonable Basis Tests.
In a broader sense, the suitability rule requires that a financial representative have an adequate and reasonable basis on which to recommend a security. Rule 2310 requires that the financial representative “have reasonable grounds for believing that the recommendation is suitable for such customer.” The Reasonable Basis test component requires that a financial representative make an informed determination that the recommended security is suitable for at least some investors as opposed to the specific investor’s needs. In other words, the financial representative is required to have a reasonable and informed basis on which to make a security recommendation. See, Frederick F. J. Kauffman & Company of Virginia, 50 S.E.C. 164; 1989 S.E.C. LEXIS 2376 (1989).
Learning Point:
The NASD suitability rules and other similar rules such as NYSE Rule 405 Diligence as to Accounts require that the financial representative “know the customer” in order to ensure that investors have an informed basis on which to purchase securities. The suitability rules are consistent with the underlying goals and objectives of the security laws which are to provide and promote the fair, ethical and full disclosure of material information to the investor and public at large. However, these rules are often used as a sword to support investor claims which would otherwise lack substantive merit. It is therefore important to know this rule in order to properly shield and defend the financial representative and brokerage firm from the increasing amount of investor lawsuits. •
Attn: Trading and Market Making/Legal and Compliance/Operations/Systems UNIFORM PRACTICE ADVISORY (UPC #68-11) September 29, 2011 Asyst Technologies, Inc. (ASYTQ) _ Notice has been received that the above Company’s Joint Plan of Reorganization (Plan) filed under Chapter XI of the Federal Bankruptcy Code, became effective on March 5, 2010. Pursuant to the Plan, on the Effective Date, all shares of stock in ATI will be cancelled and will forever cease trading on OTC Bulletin Board or any other securities exchange or market. Class 4 consists of holders of Interests in the Debtor. Class 4 is impaired and the holders of Interests in Class 4 will not receive any distributions on account of Interests. Holders of Interests in Class 4 shall be deemed to have rejected the Plan and shall not have the opportunity to vote.
Members are reminded of their obligations under NASD Conduct Rule 2310 if they continue to engage in transactions in the above security after the effective date.
Members are further advised that deliveries in settlement of contracts in the OLD securities, which were executed prior to the announcement that the securities had been deemed worthless, shall be evidenced by either a) the OLD security; or b) a Letter of Indemnity which shall grant the purchaser any rights and privileges which might accrue to the holders of the physical securities. Such deliveries shall operate to close-out the contract and shall be settled at the existing contract price pursuant to Uniform Practice Code Rule 11530.
Questions regarding this notice should be directed to: FINRA Operations- 1-866-776-0800.
ASYTQ can still be a Reverse Merger play with Crossing Automation
Here is Why ASYTQ may have been deleted !!!
This can be part of the R/M plan, so as to save Crossing Automation the $400,000, that would have to be paid, by doing a R/M with a "trading shell".
Form 10 Shells
What is a Form 10 shell?
A Form 10 shell is created when a shell company, a company with limited assets and business, files a Form 10 with the SEC.
A Form 10 registers a company with the SEC under the Securities and Exchange Act of 1934, but Form 10 does not allow the company to issue securities publicly. That is accomplished by a registration under the Securities Act of 1933, a different statute than the Securities and Exchange Act of 1934,
The game plan of the Form 10 shell is to get the company registered with the SEC so that subsequent filings to register the stock proceed more rapidly.
The procedure is that a Form 10 shell merchant, perhaps a securities lawyer, or other professional in the industry, creates a new company, gives it enough money to withstand the initial expenses of an audit and filing, gets an audit that qualifies under SEC rules (an audit from a PCAOB accountant), and files Form 10 with the SEC. The SEC may or may not comment on the filing. Once the filing has been commented on and corrected, the Form 10 shell merchant seeks a merger partner, an operating company for a reverse merger. Note here that up to this point, there are no securities in public hands and the stock of the company does not trade. There is no market maker and no trading volume. The stock is not listed anywhere.
When a reverse merger is agreed on, the combined companies are one and “Super 8-K” is filed with the SEC. This registers the stock to trade. The company will also find a market maker and a Form 211 will be filed with FINRA. The SEC may comment on the Super 8-K, but is not required to do so.
When the stock is cleared for trading, trading starts, usually with relatively low volume and the hopes on the part of the company that it will be able to develop volume one way or another.
The Advantages of a Form 10 Shell
Here are the advantages Form 10 shell promoters use to sell their wares:
First, you can obtain PIPE financing by telling the investors you are going to get the company trading and develop a market.
However, you must be talking to different PIPE investors then the ones I know. The ones I know want liquidity as fast as possible which means the stock is already trading. It takes time and money to develop a market, even for an already trading shell reverse merger. Also, there is always the risk that FINRA will hold up approval of your Form 211.
Second, you avoid the cost of a "trading shell" that is SEC filed, as much as $350,000 to $400,000.
The control persons of a trading shell get whatever the cash they can from selling control and whatever stock they can negotiate to keep in the Form 10. The stock can be 5-10% of the combined company. Recently, one of the leading reverse merger attorneys sold a batch of shells to the Chinese reportedly for $15,000 each. That $15,000 hardly covers the cost of filing and maintaining the shell.
The final advantage, as I see it, it the fact that you know that the shell is probably clean. This is often impossible to prove in Pink Sheets shells and may be problematic in OTCBB shells. However, doing your own S-1 filing would produce a totally immaculate trading vehicle at less cost and similar time used.
One good point about Form 10 shells, they should be clean, eliminating the due diligence issue, which can be impossible in a Pink Sheet shell.
Asyst Technologies (ASYT) filed Ch.11 Bankruptcy April, 20 2009
NASDAQ Delisted the stock on April 30, 2009
ASYT resumed trading on the Pink Sheets OTC Market under the ticker symbol ASYTQ, because Market Makers had filed the Form 211 that is required to have the stock listed.The ticker symbol became ASYTQ, reflect the fact that the company was in Ch.11
On September 29, 2011 the ASYTQ symbol was deleted/delisted by FINRA, the regulatory Agency at the request of Market Makers.
The deletion of the ASYTQ was not a result of the stock being canceled.
The stock had been canceled on March 5, 2010.
The stock continued to trade after March 5th, because Market Makers were making a market in this stock, and provide the means for trading of its shares.
The stock no longer trades, because Market Makers, for whatever reason, have chosen not to make a market in its shares, under this ASYTQ ticker symbol.
NASDAQ delisted the stock under the symbol ASYT, but the stock later got relisted under the new symbol of ASYTQ to reflect the fact that the company was in CH.11. The "Q" was added to the symbol.
Currently, since the symbol ASYTQ has been deleted, this reflects the fact that there has been some news related event that has changed with regard to the stock.
Currently, the company Asyst Technologies is still in Bankruptcy. There has been NO clear indication of late, as to the status.
The web-site below, continues to reflect the on going status of events as they unfold, however, there is NO indication currently that the company has been liquidated, or that it will be emerging from bankruptcy. The Liquidation Agreement has NOT been signed.
Right now, the stock is basically in "limbo".
I'll continue to post updates, as they unfold.
For now, I am providing the following web-sites for everyone, so that they can follow along, and see for themselves what is transpiring in the courts.
how to go public by means of a reverse merger using a public shell or OTC shell.
Getting Your Stock Trading -- FINRA, Form 211 and Market Makers
To get your stock trading, no matter how you became public, you have to get the stock quoted on the Pink Sheets, OTCBB markets or on a stock exchange. For small companies this means getting the stock trading on the Pink Sheets or OTCBB.
To have a trading market you need one or more market makers. This market maker must be a broker-dealer who is a member of FINRA and registered with the SEC.
To start trading, one market maker must file a Form 211 with the Financial Industry Regulatory Authority, FINRA, and make a market in your stock.
> a market maker should be willing to file a Form 211 if it believed that substanial business would develop in trading the stock. Market makers make money mainly on volume.
FINRA processes the Form 211 and requires that there be enough non-affiliated shareholders with free trading stock to make trading in the stock possible. They do not want this stock to be concentrated in a few hands.
You will have to prove that your company is not a shell as defined in Rule 144. You will have to show that you are in a bona fide business (Crossing Automation) with assets and at least be a development stage company.
You will have to produce a shareholder list from your transfer agent clearly showing free trading stock and an opinion of your securities lawyer that this stock is in fact free trading stock and not restricted.
If FINRA does not approve your Form 211, you have the right to appeal to the SEC. We would expect that any such appeal is likely to be unsuccessful. Getting the right documentation, getting a proper list of shareholders, and selecting a market maker are important steps in the process
Data is updated weekly and is current as of Friday, September 30, 2011.
How do you get you company’s securities qualified for quotation on the non-listed OTCBB or Pink Sheets?
Securities can only be qualified for quotation on the OTCBB or the Pink Sheets by a special class of broker/dealer, called a Market Maker, filing a form, called a Form 15(c)-211 or Form 211, with FINRA.
SEC Rule 15(c)-211 specifies the information that must be included in the Form 211.
The OTCBB operates as a dealer system. As a result, all securities being quoted on the OTCBB must be sponsored by a participating Market Maker that registers the security by completing a Form 211 unless an exemption applies. The Market Maker must submit a Form 211 to the FINRA OTC Compliance Unit along with two copies of the required issuer information no less than three business days prior to publication of a quote on the OTC Bulletin Board. Once cleared, NASDAQ Corporate Data Integrity will notify the Market Maker that it has been registered in the security and may enter a quote.
Did you know that nearly half of the U.S. companies listed as public over the last five years, did so through "reverse mergers" rather than through Initial Public Offerings or IPOs?
Go Public by Merging with a Public Shell Company
A "shell" is a company that has no assets and no liabilities. A "public shell" is a company whose shares qualify for trading on one of the public securities markets of the World provided it is current in its regulatory filings. It has either filed a registration statement or qualified for an exemption under the securities laws of the jurisdiction where it is trading and/or domiciled.
The shareholders of these companies have often purchased their shares at a cost far in excess of the current market, if any such market currently exists. Shareholders often find it necessary to initiate the reverse merger process as the directors and managers usually leave the company. Since prior management has often caused the problems, they are usually not in a position to negotiate settlements with the creditors which are necessary to clean up the "shell." Shareholders and left with their shares which are worthless unless they take the initiative, call a shareholders meeting, elect a new board of directors, and look for a merger candidate which will enable them to recoup some if not all of their original investment.
Public shells can be trading one or more of the hundreds of exchanges throughout the World, on the internet, or on the over-the-counter or "curb" markets or they can qualify for trading but be "non-trading" at the present time.
A "reverse merger" is one where at least 51% of the ownership interests of the private company is acquired by the shell company in a transaction where at least 51% and sometimes up to 90% or more of the shell companies stock ends up in the hands of the shareholders of the private company at the conclusion of the transaction. The "shell" company is the survivor because only its shares have the right to trade in the public market but the shareholders of the private company are now in control. They can then change the name of the company to the name of their company and elect their nominees to the board of directors.
Sometimes companies have cash remaining as an asset when the other assets or business has been sold and on occasion the issue less than 50% of their shares to acquire all of the stock of the private company. These are not "shell" transactions but mergers or acquisitions depending upon the structure.
Shells are occasionally used as vehicles to promote fraud. A "promoter" owns a large percentage of shares in the shell which are often the only shares initially permitted to trade in the public market. The company hires a public relations firm to bombard stock brokers and potential shareholders with exaggerated claims as to the potential of the new company. After the "promoter" has sold his inventory of shares, the price of the stock drops, and the investors are left holding the bag.
Almost the same scenario often happens in the IPO market. Only a small portion of the total outstanding shares are sold to the public at a price only justified by wildly optimistic projections. When the forecasts are not realized, and when management is free from "lock-ups" a large supply of stock comes on the market , the price drops dramatically and again investors are left holding the bag.
The stock market operates under the laws of supply and demand. If you are contemplating a shell transaction, make certain you know where the unrestricted stock is, when it will hit the market, and who is going to buy it and why they will do so. Companies that are losing money should not attempt a shell merger transaction unless they know for certain where the money is going to come from to pay for all the losses until they reach break-even!
Thanks T53. The plot thickens so to speak. I am sure others will cry foul but time will tell and we have nothing to lose other than that which we have may or may not have lost already. Which hopefully wasn't much to begin with. :)
ASYTQ >>> If the shell company does not have a symbol,
....an application for a symbol is usually made to the NASDAQ Bulletin Board.
The application for a symbol requires filing a Form 211 by a "market maker" that is a member of the NASD. The Bulletin Board has no financial requirements. A listing will be granted if the affairs of the company are in order and the company answers the questions posed by NASDAQ
a Reverse Merger with a Public Shell?
A "Reverse Merger" is a transaction where by the private company shareholders (Crossing Automation) may gain control of a public company (ASYTQ) by merging it in with their private company.
The private company (Crossing Automation) shareholders receive a substantial majority of the shares of the public company (ASYTQ) (normally 85% to 90% or more) and the control of the board of directors.
The transaction can be accomplished in as little as two weeks, resulting in the private company (Crossing Automation) becoming a public company. The transaction does not go through a review process with state and federal regulators because the public company has already completed the process. The transaction involves the private and shell company (Crossing Automation and ASYTQ) exchanging information on each other, negotiating the merger terms, and signing a share exchange agreement.
At the closing the public shell company issues a substantial majority of its shares and the board control to the shareholders of the private company. The private company shareholders pay for the shell and contribute their private company shares to the shell company and the private company is now public.
Upon completion of the reverse merger, the name of the shell company is usually changed to the name of the private company. If the shell company has a trading symbol it is changed to reflect the name change.
An information statement, called an 8-K, must be filed within 4 days of the closing. The 8-K describes the newly combined company, stock issued, information of new officers and directors, a full description of the business, and financial statements audited to US GAAP standards. The 8-K must disclose the same type of information that it would be required to provide in registering a class of securities under the Securities Exchange Act of 1934. (See Sec Final Rule 33-8587, pdf file)
If the shell company is listed on the Bulletin board, the registered or “free trade” shares can continue to trade. The company can do a private placement immediately. To trade new shares offered by the public the newly combined public company must first register the shares with the SEC. This process takes three to four months and normally requires filing a Registration statement with the SEC under Reg. SB-2 or SB-1.
If the shell company does not have a symbol, an application for a symbol is usually made to the NASDAQ Bulletin Board. The application for a symbol requires filing a Form 211 by a "market maker" that is a member of the NASD. The Bulletin Board has no financial requirements. A listing will be granted if the affairs of the company are in order and the company answers the questions posed by NASDAQ.
The recent deletion of ASYTQ from the OTC Pink Sheet market, is more than likely a strategy employeed to benefit the "Reverse Merger" between Crossing Automation and ASYTQ.
Finra has said that someone initiated a request to have the stock deleted.
That someone could have been someone connected to the plan of this R/M.
Finra has also said, that the shares could easily be relisted by the filing a Form 211.
Once this happens, Market Makers will jump on it, and again make a market in these shares.
Crossing Automation could file this form, especially if they own the shares of ASYTQ, by way of a behind the scenes "Asset/Share Purchase Agreement" that very well may have taken place behind closed doors.
The Reason for a "Reverse Merger" with Crossing Automation
ASYTQ A "public shell"
The shareholders of these companies have often purchased their shares at a cost far in excess of the current market.
Shareholders often find it necessary to initiate the "reverse merger" process as the directors and managers usually leave the company. Since prior management has often caused the problems, they are usually not in a position to negotiate settlements with the creditors which are necessary to clean up the "shell." Shareholders are left with their shares which are worthless unless they take the initiative, call a shareholders meeting, elect a new board of directors, and look for a merger candidate which will enable them to recoup some if not all of their original investment.
A "reverse merger" is one where at least 51% of the ownership interests of the private company (Crossing Automation)is acquired by the shell company (ASYTQ) in a transaction where at least 51% and sometimes up to 90% or more of the shell companies stock(ASYTQ) ends up in the hands of the shareholders of the private company (Crossing Automation) at the conclusion of the transaction. The "shell" company (ASYTQ) is the survivor because only its shares have the right to trade in the public market but the shareholders of the private company(Crossing Automatio) are now in control. They can then change the name of the company to the name of their company and elect their nominees to the board of directors.
Sometimes companies have cash remaining as an asset(ASYTQ has $18 Million dollars in cash) when the other assets or business has been sold and on occasion the issue less than 50% of their shares to acquire all of the stock of the private company. These are not "shell" transactions but mergers or acquisitions depending upon the structure.
Nearly half of the U.S. companies listed as public over the last five years, did so through "reverse mergers".
The below listed links will supply you with the ability to keep an eye on the news events as they unfold.
Also, the Operating Report by the Trustee, is still due around October 22nd.
ASYTQ is still in CH.11 protection. They have not emerged yet. Lots can happen between now and when that time comes.
Bonora, Anthony C Officers -------------------- 716,393 Schwartz, Stephen S Officers ------------------ 714,456 Joy, Ken E Beneficial Owners ------------------ 610,216 Oleary, D Beneficial Owners ------------------- 610,216 Menlo, Venture Partners Beneficial Owners ----- 610,216 Montgomery, Henry Dubose Directors ------------ 610,216 Menlo, Management Partners Beneficial Owners -- 610,216 Bredt, Thomas H Beneficial Owners ------------- 610,216 Carlisle, Douglas C Beneficial Owners --------- 610,216
ASYTQ canceled all its outstanding common stock, and the shares were deleted on September 29th by Finra, however, the RUMOR is that ASYTQ might authorize the issuance of shares of a reorganized Corporation of common stock for distribution to holders of unsecured claims.
In addition, they may issue warrants (i.e., securities) to purchase shares of the reorganized ASYTQ Corporation common stock to the holders of the canceled (i.e., previously outstanding)common stock.
The warrants may be issued pro rata (i.e., on a proportionate basis) reflecting the number of shares of “old common stock” held at the time of cancellation.
These warrants may carry an exercise price per share.
Finra has said, that the only way a deleted stock could get relisted, would be if a Form 211 was filed.
If this rumor is true, and has any merit to it at all, I would expect that this form would be filed, and that there would be some kind of notification sent out.
All very strange, Asyst is not yet fully booked in Frankfurt, standing there in the bid to 0,001 € 6000000 (Google translation sorry my english is not so good)
This is nothing that could be more clearer about it. And pray tell how is it that Market Markers are supposed to be involved with a stock that has been CANCELLED?
ZTrade: Welcome to ZTrade online chat, how may I help you today?
Fish: Yes, I peddle a stock that is in bankruptcy under the ticker ASYTQ. I understand that it has now been cancelled?
ZTrade: That is correct, what can we do for you?
Fish: Why, all of a sudden, are you not making a market for it?
ZTrade: The shares have been cancelled sir, that would be an impossibilty. The plan of banruptcy is now effective and the sysmbol has been deleted from the OTC lisitngs.
Fish: Right, but why, all of a sudden, are you not involved with it?
ZTrade: "Involved" with it?
Fish: Do I stutter?
ZTrade: I understand, please give me a minute to provide you with some clarification.
Fish: Thank you
ZTrade: Apologize for the wait, I was unable to locate a specific corporate statement or reference to your inquiry but can provide you with the following:
Fish: Is that supposed to be funny?
ZTrade: No sir, it waas provided for your clarity.
Fish: It doesn't answer my question.
ZTrade: Perhaps an analogy will help. If you have two oranges and I take away one, how many are left?
Fish: Two.
ZTrade: Two?
Fish: Do I stutter?
Fish: The one that is left and the one you took away, two.
ZTrade: I see ... Let's try something different. You arrive at a car dealership looking to purchase, lets say a Chevy Mustang. The dealer informs you that Mustangs are made by Ford. What would be your response?
Fish: Right, but why, all of a sudden, are you not involved with it?
ZTrade: The car?
Fish: What car?
ZTrade: At the dealership, it's an analogy.
Fish: Look, I don't have time for all this psychological mumbo jumbo. Just because Chevy isn't smart enough to build a Mustang doesn't mean that I cannot demand one.
ZTrade: Is there anything else I can help you with?
Fish: When will you begin making a market for this stock again?
ZTrade: 3724
Fish: What?
ZTrade: Do I stutter?
Fish: What the h%ll is that supposed to mean, 3724?
ZTrade: The year.
Fish: The year 3724? I won't even be around then.
ZTrade: Yes, but Chevy will have a Mustang.
Fish: How do you know that?
ZTrade: Magic 8 ball
Fish: Nice try, but Magic 8 balls don't give that kind of information.
ZTrade: Mine does. It just told me that it is also a flying car made from a new alloy that renders it invisible.
Fish: Will it be a publically traded company?
ZTrade: Yes!
Fish: That is fantastic, does it also tell you what the ticker will be?
ZTrade: ASYTQ
Fish: Awesome! Wait a minute, with the "Q"?
ZTrade: They went into bankruptcy after absoring the assests from Ford.
Fish: Still, this is just fantastic news! Sorry for being so arrogant earlier, you have been a great help.
ZTrade: My pleasure.
That is complete and utter BS! So rather than apologize for misleading people all this time now we are going to attempt yet another fantasy?
There will be no "Liquidation Dividend", just as there was no "Reverse Merger".
Finra said that they recieved a request to delete it.
Finra said that the stock, (having been cancelled March 10th, 2010), was allowed to be traded after its cancellation. Market Makers maintained the buys and sells for that length of time.
It's unclear why, all of a sudden, MM's are not involved with it any more, but Finra suggested that the stock was allowed to trade, and that it was just a matter of time, before it would be deleted. This happens all the time with cancelled stocks. You just never know when the deletion will happen.
For now, the stock is considered worthless.
IMPORTANT: > Finra also said that the only way the symbol could once again (for whatever reason), get back to an Active status, is if a Form 211 is filed, by either the company, or some other entity, to re-instate it.
Obviously, shareholders are not able to trade the stock.
Shareholders can take the loss, for tax purposes.
My curiousity at this point in time, is that if a "Liquidation Dividend", as I have discussed in a previous post, is enacted, it would seem that a shareholder would have to still "have/own" their shares, meaning that if they were to take a tax loss, they would not be entitled to also recieve any distribution of any given "Liquidation Dividend" should it be given to shareholders.
ASYTQ can payout a "Liquidatiing Dividend" to shareholders >
Reverse Merger between ASYTQ and Crossing Automation, is still the most likely scenario.
MUST READ !!!
This recent Deletion of the stock of ASYTQ, is in all probability being done to benefit shareholders, and to allow for the originally anticipated thought of a Reverse Merger, between ASYTQ and Crossing Automation.
A "liquidating dividend" is used when a corporation is dissolving and it needs to distribute its assets to its shareholders. Paid after satisfying all corporate debts, the liquidating dividend is meant to provide a return on investment. A corporation issues these dividends if it plans to terminate its business or, if it plans to merge with another corporation under a new name.
> Crossing Automation > Reverse Merger !!
When a corporation decides to shut down, it liquidates its assets. This means that the business sells off not just any inventory it may have, but its tools of production, building and any other assets it may have. The purpose of this exercise is to gain the money necessary to pay off its debts and then to distribute the remainder to its shareholders through a liquidating dividend. Often a liquidation is overseen by a receiver, or a chosen representative of the shareholders, who oversees the process to ensure that it runs smoothly and that the corporation maximizes the return from the sale of its assets.
When you receive a liquidating dividend, the amount will be reported to you on a 1099-DIV form, in either box 8 or 9. Only the amount that exceeds the taxpayer's basis in the stock is capital; this is taxed as a capital gain. The basis in the stock is how much the taxpayer paid to obtain the stock. The capital gain is treated as long-term or short-term depending on whether you owned the shares for longer than a year. If you purchased the stock at different times, divide the dividends into short-term and long-term proportionally, based on when each block of stock was acquired.
When one company merges with another, both sides generally want to avoid recognizing any gain on the transaction. As a result, the tax code allows for tax free mergers, or reorganizations. While there are many different types, the common thread is that in exchange for acquiring a target company's assets or stock, the acquiring company provides its stock, and sometimes cash and other property, to the target company's shareholders.The result is that the acquirer takes over the target and the former stockholders of the target company now become stockholders in the acquirer. The former target stockholders get their acquirer stock from a liquidating dividend.
The purpose of these types of mergers is to minimize tax repercussion, so if only stock is exchanged, no gain or loss will be recognized by either party. The former target company stockholders transfer their basis to their new stock, and when they sell their acquiring company stock they will use that figure to calculate their taxable gain or loss. However, if the merger is for cash and stock, the target company's stockholders must recognize gain attributed to the transaction to the extent they received cash. Their basis would be increased by the amount of gain they were taxed on. For example, if a shareholder receives $10,000 in cash along with stock from a merger and his investment had grown in value by $20,000 based on his original investment of $5,000, the following would occur. The shareholder would have to report $10,000 in gains and his new basis in the stock would be $15,000.
Dan Scouler,Managing Principal, was appointed Liquidating Trustee of the Asyst Technologies Liquidation Trust pursuant to a Chapter 11 liquidation plan confirmed on February 3, 2010 in the Northern District of California Bankruptcy Court. This followed Scouler & Company's role as the Financial Advisors to the secured lenders in the Chapter 11 case which was filed by Asyst Technologies on April 20, 2009. This represents continuation of a complex case with coordinated bankruptcy filings in the United States and Japan. The recovery, estimated to be approximately 80%, significantly exceeds the initial expectations of the secured lenders. Our role as Liquidating Trustee includes negotiations with the Japanese Trustee, pursuit of avoidance actions and winding down various affiliates.
Report: ASYST LIQUIDATION TRUST TRUSTEE REPORT FOR THE PERIOD JULY 1, 2010 THROUGH SEPTEMBER 30, 2010 Filed by Other Prof. Scouler & Company (Attachments: # 1 Certificate of Service) (Danker, Ashleigh) (Entered: 10/22/2010)
BNC Certificate of Mailing (RE: related document(s) 630 Order on Motion to Appear Pro Hac Vice). Service Date 09/01/2010. (Admin.) (Entered: 09/01/2010)
BNC Certificate of Mailing (RE: related document(s) 629 Order on Motion to Appear Pro Hac Vice). Service Date 09/01/2010. (Admin.) (Entered: 09/01/2010)
Certificate of Service (RE: related document(s) 631 Objection to Claim, 632 Opportunity for Hearing). Filed by Other Prof. Scouler & Company (Danker, Ashleigh) (Entered: 08/31/2010)
Notice and Opportunity for Hearing (RE: related document(s) 631 Objection to Claim Liquidation Trustee's Objection to Flextronics' Proofs of Claim Filed by Other Prof. Scouler & Company.). Filed by Other Prof. Scouler & Company (Danker, Ashleigh) (Entered: 08/31/2010)