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CONSIDER THIS: I asked this question yesterday but haven't received a response. The company, in consultation with its strategic advisors, is continuing its efforts to maximize the value of its remaining assets for all of its stakeholders.
From the PR today
Now, the question is: IF THE COMPANY, IN CONSULATION WITH ITS "STRATEGIC ADVISORS" IS BUYING BACK SHARES INTO THE TREASURY (WHICH THEN AUTOMATICALLY BECOME DEREGISTERED DUE TO THE RECENT POS AM FILING), ARE THEY VIOLATING SEC RULES?
WHAT IF THEY ARE BUYING BACK SHARES, WHICH BECOME DEREGISTERED, THUS DECREASING THE O/S IN ORDER TO MEET THE INTENT TO "MAXIMIZE THE VALUE OF ITS REMAINING ASSETS FOR ALL OF ITS STAKEHOLDERS"
LAST QUESTION...CAN A COMPANY DEREGISTER SHARES FROM A FINANCE OFFERING BEFORE THE DEBT IS PAID IN FULL BACK TO THE "CERTAIN BUYERS"? Isn't that sort of like selling a car that has a lien on it?
I don't think so. They didn't indicate that the negotiations for the company were terminated...just the agency business segment. In the Merger/Acquisition process I'd say that kind of issue would be dealt with in the Negotiation Phase after the acquiring company completes their due diligence period. If this is the case then that wouldn't start the clock over and IMO wouldn't harm the overall deal as long as the target company is meeting the needs of the acquiring company. This PR seems to be just that...Atrinsic publicly saying "ok, we no longer will have an "agency business, so it's off the table...now can we move on with negotiations?" Once the negotiation for price is over THEN and only then does the company have to involve shareholders!
IMO, the new controller was brought in as an expert to monitor and review the acquiring company's valuation of Atrinsic during the Due Dilligence Phase
READ
http://webcache.googleusercontent.com/search?hl=en&q=cache:cw3RR7sHbnkJ:http://www.exinfm.com/training/course07-1.doc%2Bthe+merger+and+acquisition+process&gbv=2&gs_l=hp.1.0.0i8i30l3.641.4469.0.6625.18.16.1.1.1.0.203.2078.4j11j1.16.0...0.0.NqqsMqwQ-7Q&ct=clnk
Yeah, Chapter 7 not happenin!!!
As far as the "termination of negotations with a potential acquirer for the business", who's to say that this PR isn't just an administrative requirement to satisfy the acquirer that Atrinsic is taking the non-profitable portion of the company off the table so that the negotiations can continue for the remainder of the company. Perhaps during the acquiring company's due diligence period they determined that the "agency business" wasn't something they are interested in?
Or, it could have been a totally seperate buyer but the way the PR is written with no safe harbor statement and no comments from BOD or management, I feel like it's just an administrative requirement...a cursory move to appease the acquiring company.
Here's where I'm coming from...The acquiring company is already feeling heat for some of its recent acquisitions and then they announce they are acquiring Atrinsic...Any negative part of the acquisition will be met with skepticism and criticism...solution: Get rid of the negative!
Today, a "PR" came out on PRWEB http://www.prweb.com/releases/prweb2012/5/prweb9521567.htm
saying that Atrinsic was winding down it's agency business after negotiations were terminated to buy the ageny business.
No safe harbor statement was associated with the PR, nor was there any comments from management or the BOD.
Created a panic sell to a low of .0315 and leveled back out above .05
Chade contacted David Rifkin and Craig Campbell via email and got confirmation from both that the PR is real
Positive slant on this is that winding down the old agency business was part of a bigger negotiation to purchase the entire company...The new affiliate marketing and media portion of the company is the profitable segment. Makes sense that a company doing DD might not want the non-profitable portion of a business.
Check changes to home page on website
Negative slant is some people are taking this as a sign of going out of business/BK...others are thinking the company is trying to scare away shareholders. (I can buy this theory with the premise that they may be buying back shares into the treasury to be automatically deregisterd which would decrease the O/S and overall profit margin for insiders) Other people are claiming that Chade was pumping yesterday and then created the scare today so he could sell into the run and then buy back today...LOL
The bipolar disorder is back in full effect. There are people posting here that I've never seen post here before...We are back up around 800 followers and still high on the read list.
That pretty much sums it up
I sure hope so...I need my order at .01 to fill so I can average down on the cheap. haha
LOL...But I want you to tell me what to do Whop!!! Do I sell for a 70% loss? LOL
I think you should probably show your link and verify your information...this is the info I have for insider trading by Dyne.
http://www.secform4.com/insider-trading/1032224.htm
And all insider trades for ATRN
http://www.secform4.com/insider-trading/1022899.htm
BINGO!!! I asked the very same question, among others yesterday and only got one reply. Sure would be an easy way to increase the profitability by buying back and deregistering shares.
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=75692344
For all you SEC rules smart folks, can you answer these two questions? Just a theory, but need to know the smart answer on what you all think.
Issue 1:
Ok, so the company has gone dark...Deregistered all unsold shares from the S-3 from July 11 as well as ALL the registration statements that offered employee stock plans.
http://www.sec.gov/Archives/edgar/data/1022899/000114420412018270/v307286_posam.htm
Question 1 is, wouldn't the debt have had to been paid in full to
"terminate the Registration Statement and deregister all of the shares of Common Stock that remain unsold as of the date hereof."???
Question 2 is, why would the company terminate all of the unsold shares from the S-8 registration statements (Employee benefit plans) when they still have employees that work for the company?
Issue 2:
Ok, so it's apparent that somehow an extra 60,000 to 70,000 shares slipped into the market without being registered.
Question 1 is, if they were sold to foreign investors would those "certain buyers" be held liable by the SEC for not filing beneficial ownership forms if they sell those shares back into the U.S. market?
Question 2 is, if those shares were offered as convertible notes isn't their a certain time period that those notes have to be held before they can be converted?
Question 3 is, would it be against SEC rules for the company to buy back any shares sold at this point so that once those shares are back in company hands they automatically become deregistered, decreasing the O/S due to the recent POS AM filing?
Thanks in advance for any intelligible responses.
Sounds like science to me!!!
What journals have you been published in?
LOL...You are a scientist aren't ya? haha
LOL...Can't wait to see Whop's reply to this!!!
He's ok for a Canadian
LOL...Seriously? Whopperman? One of the most unpretentious, level headed guys on the board?
1. Either he has something against hockey players
or
2. He forgot to take his meds for the bipolar disorder
I'm hoping he names me as one of the colleagues!!! I have my response already written.
If we are voting on who gets voted off, I just shot your target partner!
Why don't you just come right out and name them? Who are these "COLLEAGUES" you speak of?
You are tracking my friend!!! Very good!!!
LOL...Oh yeah!!! I forgetted! He can just sell then! haha
Sorry man...that's tough to swallow.
I'm thinking this thing might just hit my buy order at .01 on Monday with the negative sentiment here...
You can always get back in...or find that next big stock to ride the wave on.
LOL...you post as if this is over. It's not over by a long shot. Trust me!
Until a judge pronounces this company insolvent in a court of law I refuse to believe it. Sorry.
SELL AND RESIGN AS MOD!!!
Just yesterday and today into the run you were a positive investor...now the BOD are crooks again? Come on...seriously?
Nope!!! I got in at .07 initially and then at .33 for an average of .22. Not sure what posts you were reading but your numbers are wrong. Although I don't find it necessary to tell you how much I have in this, I don't mind saying that I have $5300 invested here...For my very first investment ever I'd say that's plenty of risk...But yes, I AM happy that I don't have a 100,000 invested here since I didn't get in at the bottom. Some of those people who have that much invested are still green in this...I AM NOT. I'm down $3800. So, does it really matter how much one has invested? This is not a biggest balls contest that I'm aware of. I'm also happy that I didn't liquidate my other investments to put it all in ATRN just to average down. I still believe we will be fine in the end.
Again, before you post make sure your facts are straight!
Again, we go back to what has been said over and over again. If you believe this news means the company is going BK then sell your shares, salvage what you can and make it up in a stock that you can put your faith in.
I guarantee you that's EXACTLY what the company wants you to do!!!
If you aren't sure, may I suggest holding, drink a couple of beers to calm down and stop posting foolishness on this message board? If you can't refrain from that then close your laptop and go fishing!!!
Where on earth did you get that number from? "3 gs"???? Check your facts partner!
It's just funny that you automatically ASSume that they are filing Chapter 7, yet you offer absolutely NO evidence to support your statement. Better to just not post at all if you don't bother posting anything to back up what you post.
LOL...Think so huh? Don't you think they would just say that? What's it to them?
Excuse me for saying so...
BUT YOU ARE FULL OF SH*T
WHAT VALUE HAVE YOU ADDED TO THIS BOARD HOT SHOT?
BINGO!!!
I agree completely!!! FAKE. Here's why:
I can only find one other site that has picked up this "PR" using the words "Atrinsic announces discontinuance" in a google search.
That site is Benzinga...a blogger!
http://www.benzinga.com/pressreleases/12/05/p2602136/atrinsic-inc-announces-discontinuance-of-its-agency-business
Funny how they use key words and phrases previously used in legit filings by the company such as "winding down" and "stakeholders" yet they didn't even bother to get comments from anyone on the management team. Looks like someone read the 8-Ks back to December to make sure they had the wording down. LOL
THIS IS COMPLETELY FAKE IMO
I wonder...if the "PR" had said Facebook buying Atrinsic for 150 million in cash and 20,000,000 in Facebook Common stock would you say "WE WIN"???
LOL
Show me the official report or a transcript of your conversation with management indicating that PR is true!
SO, WHO'S GOING TO JAIL?!!!!!!!!!!
Dude STOP!!! It's NOT crashing. LOL
LOL...Yeah for sure. Or wait until the first pullback after the crocs (shorters) are occupied
It was supposed to start at 11 eastern...But when it does start this is what it will look like LOL See video link below.
Watch the video and imagine when they release the flood gates!!! LOL Note at the beginning (pre bell) all those shrewd investment bankers cutting line, traversing the steep bank to get to the front so they can get in the water first!!! And those poor, timid guys afraid to jump at the beginning (Those are the ones that get caught chasing) haha Then at the 1:40 mark is what it will look like when the first big surge happens...investors will be trompling each other to get in.
We'll see over a million reads at this rate by midnight!!!
1 Atrinsic, Inc. (ATRN) 90,994
2 Facebook Inc. (FB) 70,604
Ok people...if you have a sell order set under .20 I suggest you remove it unless you insist on selling cheap shares. You won't have shares long here today if you don't. LOL
Does this JUST look like Facebook hype? LOL I don't think we sit atop the most read boards AHEAD of FB if it's just hype.
Most Read Board
1 Atrinsic, Inc. (ATRN) 63,986
2 Facebook Inc. (FB) 54,387
Would you announce that you have purchased the most up to date advertising platform and technology a year in advance of your IPO so your competition has that time to get their tech guys to build something similar or do you wait until the DAY OF the IPO to announce it capitalizing off the hype and excitement? Something to think about.
LOL...No it's not new. It was posted in association with the Benzinga article below from April 2011 talking about the rumor of Atrinsic and Facebook being in collaboration.
The Atrinsic Social page has been cached this entire year...wonder why?
http://www.benzinga.com/news/rumors/11/04/1011334/hearing-atrinsic-to-be-in-collaboration-with-facebook-atrn#
http://atrinsic.com/interactive/social-media
I AGREE COMPLETELY!!! Chad is a great asset to the board but he doesn't have THAT much influence on the PPS and all the buys from yesterday and the premarket moves this morning ARE NOT from Chad's post!!!