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Fannie, Freddie soar; banks shrug off downgrade
11:22 AM ET | Marketwatch
NEW YORK (MarketWatch)--Fannie Mae and Freddie Mac dominated financial stocks yet again on Friday, leaping for the third day in a row after a hedge fund titan disclosed big investments in both companies. In other financial stocks, American Express was up after reporting a lower percentage of bad loans, and downgrades from Moody's barely affected banks like Goldman Sachs and Morgan Stanley. Fannie Mae was up more than 10%, and Freddie Mac was up more than 9%, after Bill Ackman's Pershing Square Capital Management LP said it had bought stakes of nearly 10% in both. That came on top of big gains on Wednesday and Thursday, fueled by news that mutual-fund company Fairholme Capital Management had offered to buy parts of the companies. The bailed-out mortgage giants are still under government control, though, and have been given no clear game plan for how they might earn their freedom. Some observers think proposals from private investors are a long shot - though they do elevate the debate about what to do with Fannie and Freddie to a more public stage."However remote," said Nancy Bush, bank analyst and founder of NAB Research, "hope springs eternal."Pershing Square, most recently known for accusing Herbalife Ltd. of being a fraud and making a failed investment in J.C. Penney Co. Inc. , said Fannie and Freddie's shares had room to grow. It also indicated that it might enter discussions with the companies' management, board and shareholders, as well as the federal government. Elsewhere, American Express Co. was up about 1%, after reporting that its annualized default rate fell in October, down from both September and August.Investors yawned at the news that Moody's Corp. had cut the holding-company ratings of J.P. Morgan Chase & Co., Goldman Sachs Group Inc., Morgan Stanley and Bank of New York Mellon Corp. All four banks were up in morning trading. The downgrades had been widely expected, and the opinions of the ratings firms carry less weight with many investors compared with before the financial crisis. Javier Martin-Artajo, a banker accused of trying to hide J.P. Morgan's London Whale trading losses, told a court in his native Spain that he did not want to be extradited to the U.S., according to a Reuters story citing an unnamed source.
NEWS Stocks on cusp of key milestones
http://money.cnn.com/2013/11/15/investing/stocks-markets/index.html?source=yahoo_quote
NEWS Bill Ackman's Next Daring Bet: Fannie Mae, Freddie Mac
http://www.thestreet.com/story/12111087/1/bill-ackmans-next-daring-bet-fannie-mae-freddie-mac.html?puc=yahoo&cm_ven=YAHOO
NEWS Fannie, Freddie leap on Pershing Square investment
http://www.marketwatch.com/story/fannie-freddie-leap-on-pershing-square-investment-2013-11-15?siteid=yhoof2
Last Price
3.25
Today's Change
+0.19
(
+6.21%
)
Last Price
2.99
Today's Change
-0.07
(
-2.29%
PATIENT IS A VIRTUE SEE WHY BELOW.
http://theaposition.com/robertfagan/wp-content/uploads/sites/33/2011/11/patience.jpg
ALSO
Stock Price Quote as of Thu, Nov 14th, 2013
High 3.0800 Low 2.6200
5.4400 52Wk High
(-43.75%) Since 05/29/13 0.2501 52Wk Low
(+1,123.51%) Since 12/19/12
Open 2.6950 Prev Close 2.6200
Volume 112,932,282 Avg Volume 38,888,480
EPS -0.27 Div & Yield N/A
P/E Ratio 0.0000 Market Cap $3.54 B
Weighted Alpha +141.75 Standard Dev +1.98
Sectors Finance - Mortgage & Rel Svs, All FNMA Sectors
Good night I have to wake up early.
NEWS
Pharmagen Announces Third Quarter 2013 Results
Date : 11/14/2013 @ 2:37PM
Source : PR Newswire (US)
Stock : Pharmagen, Inc. (QB) (PHRX)
Quote : 0.0119 -0.0011 (-8.46%) @ 5:01PM
Pharmagen Announces Third Quarter 2013 Results
Print
Alert
Pharmagen, Inc. (USOTC:PHRX)
Intraday Stock Chart
Today : Thursday 14 November 2013
SILVER SPRING, Md., Nov. 14, 2013 /PRNewswire/ -- Pharmagen, Inc. (OTCQB: PHRX) (the "Company" or "Pharmagen") today announced financial results for the quarter ended September 30, 2013. On a consolidated basis, total revenues for the quarter ended September 30, 2013 were $1.074 mln and for the nine months ended September 30, 2013 were $3.770 mln compared to $1.781 mln for the quarter ended September 30, 2012 and $3.246 mln for the nine months ended September 30, 2012. While this is modest YTD growth, gross profit YTD more than doubled from $1.071 mln for the nine months ended September 30, 2012 to $2.404 mln for the nine months ended September 30, 2013. Furthermore, gross margins increased from 33% for the nine months ended September 30, 2012 to 64% for the nine months ended September 30, 2013, as Pharmagen Laboratories continues to expand its revenue streams and capacity.
"The last year and half have been spent building a foundation for growth and we still have a ways to go. Instituting new SOP's, new technologies, hiring new staff, building an account base, and adapting to a new regulatory environment takes time. The industry has been under an immense amount of pressure as a result of the Meningitis outbreak and we have to ensure that we have the best quality systems in the industry, that doesn't happen overnight. That said, Pharmagen Laboratories, our sterile compounding business, will be a clear growth driver in the near future," said Mackie A. Barch, CEO of Pharmagen.
About Pharmagen
Pharmagen, Inc. ("Pharmagen"), and wholly owned subsidiaries and operating divisions Pharmagen Laboratories, Inc., Pharmagen Distribution, LLC and Pharmagen Nutraceuticals, Inc. offers innovative solutions to the nations sterile pharmaceutical crisis. With a multi-solution approach, Pharmagen is helping to meet the demand of the health provider market through independent wholesale, compounding, and IT solutions. Nationally focused, Pharmagen is a distributor of specialty drugs, compounding and admix pharmacy and producer of over-the-counter ("OTC") branded multivitamins. Pharmagen currently functions as a just-in-time source of supply for hospitals for those products that are hard-to-find due to drug manufacturers' production shortages.
Contact: 888-264-4597 or info@pharmagenrx.com
Follow Us on Twitter: @pharmagenrx or
The Drug Shortage Report http://drugshortagereport.blogspot.com/
Safe Harbor Statement
Information in this document constitute forward-looking statements or statements which may be deemed or construed to be forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The words "forecast", "anticipate", "estimate", "project", "intend", "expect", "should", "believe", and similar expressions are intended to identify forward-looking statements. These forward-looking statements involve, and are subject to known and unknown risks, uncertainties and other factors which could cause Pharmagen actual results, performance (financial or operating) or achievements to differ from the future results, performance (financial or operating) or achievements expressed or implied by such forward-looking statements. The risks, uncertainties and other factors are more fully discussed in Pharmagen's filings with the U.S. Securities and Exchange Commission. All forward-looking statements attributable to Pharmagen herein are expressly qualified in their entirety by the above-mentioned cautionary statement. Pharmagen disclaims any obligation to update forward-looking statements contained in this estimate, except as may be required by law.
SOURCE Pharmagen, Inc.
Copyright 2013 PR Newswire
NEWS
As filed with the United States Securities and Exchange Commission on November 14, 2013
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ANDALAY SOLAR, INC.
(Exact name of registrant as specified in its charter)
Delaware
90-0181035
(State or other jurisdiction of
(IRS Employer
incorporation or organization)
Identification No.)
1475 S. Bascom Ave. Suite 101
Campbell, CA 95008
(Address, of principal executive offices)
Westinghouse Solar, Inc. 2006 Incentive Stock Plan
(Full title of the plan)
Margaret R. Randazzo
Chief Executive Officer
Westinghouse Solar, Inc.
1475 S. Bascom Ave. Suite 101
Campbell, CA 95008
(Name and address of agent for service)
(408) 402-9400
(Telephone number, including area code, of agent for service)
Copy to:
Leslie Marlow, Esq.
Gracin & Marlow, LLP
The Chrysler Building
405 Lexington Avenue, 26 th Floor
New York, New York 10174
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer o
Accelerated filer o
Non-accelerated filer
(do not check if smaller reporting company) o
Smaller reporting company x
CALCULATION OF REGISTRATION FEE
Title of securities
to be registered (1)
Amount to be
Registered (2)
Proposed maximum
offering price
per share (3)
Proposed maximum
aggregate
offering price (1)
Amount of
registration fee
Common Stock, par value $0.001 per share
47,000,000
$
0.0276
$
1,297,200
$
167
(1 ) The securities to be registered include options and rights to acquire the common stock of Andalay Solar, Inc.
(2 ) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement also covers any additional securities that may be offered or issued in connection with any stock split, stock dividend or similar transaction.
(3 ) Estimated pursuant to Rule 457(c) and 457(h) of the Securities Act solely for purposes of calculating the registration fee. The price for the shares under the plan is based upon the last sale price of the Common Stock on November 12, 2013, as reported by the OTCQB.
(4 ) Calculated under Section 6(b) of the Securities Act of 1933 as .0001288 of the aggregate offering price.
Explanatory Note
The Registrant filed with the Securities and Exchange Commission (the “SEC”) its Registration Statement on Form S-8, Registration No. 333-146613, on October 10, 2007 (the “2007 Registration Statement”) pursuant to and in accordance with the requirements of General Instruction E to Form S-8 for the purpose of registering under the Securities Act of 1933 3,728,014 additional shares of Common Stock to be offered and sold under the 2006 Stock Incentive Plan (the “2006 Plan”). Pursuant to General Instruction E to Form S-8, the contents of the 2007 Registration Statement are incorporated into this Registration Statement by reference.
The Registrant filed with the SEC on Form S-8, Registration No. 333-147760, on November 30, 2007 (the “November 2007 Registration Statement”) pursuant to and in accordance with the requirements of General Instruction E to Form S-8 for the purpose of registering under the Securities Act 911,687 additional shares of Common Stock to be offered and sold under the 2006 Plan. Pursuant to General Instruction E to Form S-8, the contents of the 2007 Registration Statement are incorporated into this Registration Statement by reference.
The Registrant filed with the SEC on Form S-8, Registration No. 333-183127, on August 7, 2012 (the “2012 Registration Statement”) pursuant to and in accordance with the requirements of General Instruction E to Form S-8 for the purpose of registering under the Securities Act 1,840,475 additional shares of Common Stock to be offered and sold under the 2006 Plan. Pursuant to General Instruction E to Form S-8, the contents of the 2007 Registration Statement are incorporated into this Registration Statement by reference.
This Registration Statement on Form S-8 has been prepared and filed pursuant to and in accordance with the requirements of General Instruction E to Form S-8 for the purpose of registering under the Securities Act 47,000,000 additional shares of Common Stock to be offered and sold under the 2006 Plan. These shares represented 47,000,000 shares of Common Stock that were added to the 2006 Plan as of September 19, 2013 by vote of the Registrant’s stockholders and, in accordance with the terms of the 2006 Plan, are to be assigned to and made available for grant under the 2006 Plan.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents By Reference .
The Company has filed the documents listed below with the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and these documents are incorporated into this registration statement by reference:
·
Our Annual Report on Form 10-K for the year ended December 31, 2012, filed with the Securities and Exchange Commission on March 28, 2013;
·
Our Annual Report on Form 10-K/A for the year ended December 31, 2012, filed with the Securities and Exchange Commission on March 29, 2013;
·
Our Annual Report on Form 10-K/A for the year ended December 31, 2012, filed with the Securities and Exchange Commission on April 26, 2013;
·
The description of our common stock contained in our registration statement on Form 8-A filed with the Securities and Exchange Commission on September 21, 2007;
·
Our Current Report on Form 8-K filed with the Securities and Exchange Commission on January 18, 2013;
·
Our Current Report on Form 8-K filed with the Securities and Exchange Commission on January 30, 2013;
·
Our Current Report on Form 8-K filed with the Securities and Exchange Commission on February 15, 2013;
·
Our Current Report on Form 8-K filed with the Securities and Exchange Commission on February 15, 2013;
·
Our Current Report on Form 8-K filed with the Securities and Exchange Commission on March 4, 2013;
·
Our Current Report on Form 8-K filed with the Securities and Exchange Commission on June 3, 2013;
·
Our Current Report on Form 8-K filed with the Securities and Exchange Commission on July 19, 2013;
·
Our Current Report on Form 8-K filed with the Securities and Exchange Commission on August 29, 2013;
·
Our Current Report on Form 8-K filed with the Securities and Exchange Commission on September 5, 2013;
·
Our Current Report on Form 8-K filed with the Securities and Exchange Commission on September 20, 2013;
·
Our Current Report on Form 8-K filed with the Securities and Exchange Commission on September 23, 2013;
·
Our Current Report on Form 8-K filed with the Securities and Exchange Commission on October 2, 2013;
·
Our Quarterly Report on Form 10-Q for the Quarter ended March 31, 2013, filed with the Securities and Exchange Commission on May 14, 2013;
·
Our Quarterly Report on Form 10-Q for the Quarter ended June 30, 2013, filed with the Securities and Exchange Commission on July 31, 2013; and
· Quarterly Report on Form 10-Q for the Quarter ended September 30, 2013, filed with the Securities and Exchange Commission on November 13, 2013.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date hereof and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be a part hereof from the date of filing of such documents.
II - 2
Item 4. Description of Securities .
Not applicable.
Item 5. Interests of Named Experts and Counsel .
Not applicable.
Item 6. Indemnification of Directors and Officers .
Section 145 of the Delaware General Corporation Law (the “DGCL”), provides, in general, that a corporation incorporated under the laws of the State of Delaware, as the Company is, may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding (other than a derivative action by or in the right of the corporation) by reason of the fact that such person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person’s conduct was unlawful. In the case of a derivative action, a Delaware corporation may indemnify any such person against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification will be made in respect of any claim, issue or matter as to which such person will have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery of the State of Delaware or any other court in which such action was brought determines such person is fairly and reasonably entitled to indemnity for such expenses.
The Company’s Certificate of Incorporation and By-laws provide that it will indemnify its directors, officers, employees and agents to the extent and in the manner permitted by the provisions of the DGCL, as amended from time to time, subject to any permissible expansion or limitation of such indemnification, as may be set forth in any stockholders’ or directors’ resolution or by contract. Any repeal or modification of these provisions approved by the Company’s stockholders will be prospective only and will not adversely affect any limitation on the liability of any of the Company’s directors or officers existing as of the time of such repeal or modification.
The Company is also permitted to apply for insurance on behalf of any director, officer, employee or other agent for liability arising out of his actions, whether or not the DGCL would permit indemnification.
Item 7. Exemption from Registration Claimed .
Not applicable.
II - 3
Item 8. Exhibits .
Exhibits filed with this Amendment:
4.1
Westinghouse Solar, Inc. 2006 Stock Incentive Plan (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed August 14, 2006)
4.2
First Amendment to the Westinghouse Solar, Inc. 2006 Incentive Stock Plan (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed December 27, 2006)
4.3
Second Amendment to the Westinghouse Solar, Inc. 2006 Incentive Stock Plan (incorporated herein by reference to Exhibit 10.11 to the Company’s Quarterly Report on Form 10-KSB filed March 19, 2008)
4.4
Third Amendment to the Westinghouse Solar, Inc. 2006 Incentive Stock Plan (incorporated by reference to Exhibit 10.17 to the Company’s Annual Report on Form 10-K filed on March 16, 2009)
4.5
Fourth Amendment to the Westinghouse Solar, Inc. 2006 Incentive Stock Plan (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on November 13, 2013)
4.6
Fifth Modification to the Westinghouse Solar, Inc. 2006 Incentive Stock Plan (incorporated by reference to Exhibit 10.2 to the Company’s Annual Report on Form 10-Q filed on November 13, 2013)
5.1
Opinion of Gracin & Marlow, LLP*
23.1
Consent of Burr Pilger Mayer, Inc.*
23.2
Consent of Gracin & Marlow, LLP (contained in Exhibit 5.1 hereof)*
24
Power of Attorney of directors and certain officers of the Company*
*
Filed Herewith
II - 4
Item 9. Undertakings .
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this registration statement.
(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in this registration statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this section do not apply if the registration statement is on Form S-8 and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Securities Exchange Commission by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(4) That, for purposes of determining any liability under the Securities Act, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(5) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to existing provisions or arrangements whereby the registrant may indemnify a trustee, officer or controlling person of the registrant against liabilities arising under the Securities Act, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a trustee, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such trustee, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
II - 5
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Campbell and State of California, on the 14th day of November, 2013.
ANDALAY SOLAR, INC.
By: /s/ Margaret R. Randazzo
Margaret R. Randazzo
Director,
Chief Executive Officer and
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the date indicated.
Signature
Title
Date
Margaret R. Randazzo *
Director, Chief Executive Officer and Chief Financial Officer (Principal Executive Officer, Principal Financial and Accounting Officer)
†
Edward L. Bernstein *
Director
†
Mark L. Kalow *
Director
†
Ron Kenedi *
Director
†
Ed Roffman *
Director
†
* By: /s/ Margaret R. Randazzo
Individually and as Attorney-in-fact
Margaret R. Randazzo
† November 14, 2013
II - 6
EXHIBIT INDEX
Exhibit No.
Exhibits filed with this Amendment:
4.1
Westinghouse Solar, Inc. 2006 Stock Incentive Plan (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed August 14, 2006)
4.2
First Amendment to the Westinghouse Solar, Inc. 2006 Incentive Stock Plan (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed December 27, 2006)
4.3
Second Amendment to the Westinghouse Solar, Inc. 2006 Incentive Stock Plan (incorporated herein by reference to Exhibit 10.11 to the Company’s Quarterly Report on Form 10-KSB filed March 19, 2008)
4.4
Third Amendment to the Westinghouse Solar, Inc. 2006 Incentive Stock Plan (incorporated by reference to Exhibit 10.17 to the Company’s Annual Report on Form 10-K filed on March 16, 2009)
4.5
Fourth Amendment to the Westinghouse Solar, Inc. 2006 Incentive Stock Plan (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on November 13, 2013)
4.6
Fifth Modification to the Westinghouse Solar, Inc. 2006 Incentive Stock Plan (incorporated by reference to Exhibit 10.2 to the Company’s Annual Report on Form 10-Q filed on November 13, 2013)
5.1
Opinion of Gracin & Marlow, LLP*
23.1
Consent of Burr Pilger Mayer, Inc.*
23.2
Consent of Gracin & Marlow, LLP (contained in Exhibit 5.1 hereof)*
24
Power of Attorney of directors and certain officers of the Company*
*
Filed Herewith
II - 7
EXHIBIT 5.1
GRACIN & MARLOW, LLP
The Chrysler Building
405 Lexington Avenue, 26 th Floor
New York, New York 10174
November 14, 2013
Andalay Solar, Inc.
1475 S. Bascom Ave. Suite 101
Campbell, CA 95008
Ladies and Gentlemen:
We refer to the Registration Statement on Form S-8 (the “Registration Statement”) filed on even date by Andalay Solar, Inc., a Delaware corporation (the “Company”), with the Securities and Exchange Commission with respect to the registration of up to an aggregate of 47,000,000 shares of the Company’s common stock, par value $.001 per share (the “Common Stock”), to be issued in connection with the Company’s 2006 Stock Incentive Plan (the “Plan”).
We have made such examination as we have deemed necessary for the purpose of this opinion. Based upon such examination, it is our opinion, that, when the Registration Statement has become effective under the Securities Act of 1933, as amended, and when the shares of Common Stock to be issued are sold and paid for in the manner described in the Plan, the Common Stock so issued will have been validly issued, fully paid and non-assessable.
Our opinion is limited to the Delaware General Corporation. This opinion is given as of the date hereof and we assume no obligation to advise you of changes that may hereafter be brought to my attention.
We hereby consent to the use of this opinion as an exhibit to the Registration Statement.
Sincerely,
GRACIN & MARLOW, LLP
EXHIBIT 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in this Registration Statement on Form S-8 of Andalay Solar, Inc. f/k/a Westinghouse Solar, Inc. (“Andalay Solar”) of our report dated March 28, 2013, relating to our audit of the consolidated financial statements of Andalay Solar, Inc. included in its Annual Report on Form 10-K, as amended for the year ended December 31, 2012.
/s/ Burr Pilger Mayer, Inc.
San Francisco, California
November 14, 2013
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS , that each of the undersigned, being a director or officer, or both, of Andalay Solar, Inc., a Delaware corporation (the “Company”), does hereby constitute and appoint MARGARET R. RANDAZZO with full power to each of them to act alone, as the true and lawful attorney and agent of the undersigned, with full power of substitution and resubstitution to each of said attorneys to execute, file or deliver any and all instruments and to do all acts and things which said attorneys and agents deem advisable to enable the Company to comply with the Securities Act of 1933, as amended (the “Securities Act”), and any requirements or regulations of the Securities and Exchange Commission in respect thereof, in connection with the registration under said Securities Act of shares of common stock of the Company subject to the Westinghouse Solar, Inc. 2006 Stock Incentive Plan, including specifically, but without limitation of the general authority hereby granted, the power and authority to sign his name as a director or officer or both, of the Company, as indicated below his signature, to the registration statement, and any amendment, post-effective amendment, supplement or papers supplemental thereto, to be filed with respect to said shares of common stock; and each of the undersigned does hereby fully ratify and confirm all that said attorneys and agents, or any of them, or the substitute of any of them, shall do or cause to be done by virtue hereof. Validity of this Power of Attorney will not be affected by failure to acknowledge, witness or seal it.
This Power of Attorney may be executed in two or more counterparts, each of which shall be original and all of which shall constitute one and the same instrument.
IN WITNESS WHEREOF , each of the undersigned has subscribed these presents, this 14th day of November 2013.
/s/ Margaret R. Randazzo
Director, Chief Executive Officer and Chief Financial Officer
Margaret R. Randazzo
/s/ Edward L. Bernstein
Director
Edward L. Bernstein
/s/ Mark L. Kalow
Director
Mark L. Kalow
/s/ Ron Kenedi
Director
Ron Kenedi
/s/ Ed Roffman
Director
Ed Roffman
L
GOOOD NEWS Crazy Plan to Privatize Fannie Is ... Pretty Good?
http://www.bloomberg.com/news/2013-11-14/crazy-plan-to-privatize-fannie-is-pretty-good-.html?cmpid=yhoo
Extended Hours
Last Price
3.09
Today's Change
+0.03(+0.98%)
Volume
100,000
Bid (Size)
1.00x100
Ask (Size)
4.00x100
Real Time EH Quote. Last Trade as of 05:17:55 PM ET 11/14/13
Sorry I only like to post when I have something to add since I have limited posting but I been here since 6:30 am
[/At present, both Freddie Mac and Fannie Mae have a Zacks Rank #2 (Buy). Other financial services stocks with the same Zacks Rank include BankUnited, Inc. (BKU) and Comerica, Inc. (CMA).b]
NEWS. b][/Fannie Mae, Freddie Mac to Sell Insurance Bizb]
http://finance.yahoo.com/news/fannie-mae-freddie-mac-sell-210503953.html
Last Price
2.80
Today's Change
+0.18
(
+6.87%
)
Volume
7,065,798
Bid (Size)
2.79
x
96,070
Ask (Size)
2.80
x
73,550
Day's Range
2.62
-
2.805
NEWS WE ARE MAKING $$$$$$$$$$$$$$$
ennedy Wilson and Partners Acquire 388-Unit Multifamily Property in Portland Submarket
8:53 AM ET | BusinessWire
International real estate investment and services firm Kennedy Wilson (NYSE: KW) today announced that the company and its partners have acquired The Pointe, a 388-unit apartment community located in Vancouver, Washington, a suburb of Portland, for $39.5 million. The total equity invested in the transaction was $11.2 million, 5% of which was contributed by Kennedy Wilson. Additionally, the company secured a $29.6 million ten-year loan on the property, with interest only for four years, from Fannie Mae at LIBOR + 2.36%, arranged by HFF. "This acquisition is a great value-add investment in a strong Portland submarket," said Kurt Zech, president of Kennedy Wilson Multifamily Management Group. "The market has strong projected employment and rent growth that exceeds most other West Coast markets due to a burgeoning tech center and favorable tax benefits, offering an affordable living option to Portland." The Pointe is located in the eastern Vancouver submarket directly off of the 205 Freeway and is the largest suburb in the Portland MSA as well as the fourth largest city in Washington by population. Built in two phases, the property is comprised of 35 residential buildings consisting of two and three story walk-ups. The neighborhood surrounding The Pointe is well served by retail amenities and recreation and is a short distance to numerous job centers including the top technology employers in the city. Kennedy Wilson's global multifamily portfolio now totals 16,899 units, including 3,450 apartment units in the Pacific Northwest region of the U.S. About Kennedy Wilson Founded in 1977, Kennedy Wilson is an international real estate investment and services company headquartered in Beverly Hills, CA with 24 offices in the U.S., U.K., Ireland, Spain and Japan. The company offers a comprehensive array of real estate services including auction, conventional sales, property services, research and investment management. Through its fund management and separate account businesses, Kennedy Wilson is a strategic investor of real estate investments in the U.S., Europe and Japan. For further information on Kennedy Wilson, please visit www.kennedywilson.com. http://cts.businesswire.com/ct/CT?id=bwnews&sty=20131114005916r1&sid=cmtx6&distro=nx Photos/Multimedia Gallery Available: http://www.businesswire.com/multimedia/home/20131114005916/en/ SOURCE: Kennedy Wilson Kennedy Wilson Christina Cha VP of Corporate Communication (310) 887-6294 ccha@kennedywilson.com www.kennedywilson.com
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Arch Mortgage Insurance and Reinsurance Group Announces Credit Risk Insurance Transaction with Freddie Mac
12:14 PM ET | BusinessWire
Arch Mortgage Insurance and Reinsurance Group, a division of Arch Capital Group Ltd., announced today that it recently issued an insurance policy to The Federal Home Loan Mortgage Corporation (Freddie Mac) to cover up to $77.4 million of credit losses for a portion of the credit risk associated with a pool of Single-Family loans acquired by Freddie Mac in the 2012 third quarter. This transaction demonstrates Arch's strong support for Freddie Mac's strategy to share credit risk with the private market. As previously announced, Arch U.S. MI, a member of the Arch Mortgage Insurance and Reinsurance Group, plans to enter the U.S. mortgage insurance market through its acquisition of CMG Mortgage Insurance Company and certain assets of PMI Mortgage Insurance Company. As part of that process, Arch U.S. MI is continuing its discussions with Freddie Mac and The Federal National Mortgage Association (Fannie Mae) in order to obtain their approval of Arch U.S. MI as an eligible mortgage insurance carrier. If these and other required approvals are obtained, it is expected that the transaction will close near the end of 2013 or during early 2014. Arch Mortgage Insurance and Reinsurance Group is a division of Arch Capital Group Ltd., a Bermuda-based company that provides insurance and reinsurance on a worldwide basis through its wholly owned subsidiaries. Cautionary Note Regarding Forward-Looking Statements The Private Securities Litigation Reform Act of 1995 provides a "safe harbor" for forwarda^'looking statements. This release or any other written or oral statements made by or on behalf of Arch Capital Group Ltd. and its subsidiaries may include forwarda^'looking statements, which reflect our current views with respect to future events and financial performance. All statements other than statements of historical fact included in or incorporated by reference in this release are forwarda^'looking statements. Forwarda^'looking statements can generally be identified by the use of forwarda^'looking terminology such as "may," "will," "expect," "intend," "estimate," "anticipate," "believe" or "continue" or their negative or variations or similar terminology. Forwarda^'looking statements involve our current assessment of risks and uncertainties. Actual events and results may differ materially from those expressed or implied in these statements. A non-exclusive list of the important factors that could cause actual results to differ materially from those in such forward-looking statements includes the following: adverse general economic and market conditions; increased competition; pricing and policy term trends; fluctuations in the actions of rating agencies and our ability to maintain and improve our ratings; investment performance; the loss of key personnel; the adequacy of our loss reserves, severity and/or frequency of losses, greater than expected loss ratios and adverse development on claim and/or claim expense liabilities; greater frequency or severity of unpredictable natural and man-made catastrophic events; the impact of acts of terrorism and acts of war; changes in regulations and/or tax laws in the United States or elsewhere; our ability to successfully integrate, establish and maintain operating procedures as well as integrate the businesses we have acquired or may acquire into the existing operations; changes in accounting principles or policies; material differences between actual and expected assessments for guaranty funds and mandatory pooling arrangements; availability and cost to us of reinsurance to manage our gross and net exposures; the failure of others to meet their obligations to us; and other factors identified in our filings with the U.S. Securities and Exchange Commission. The foregoing review of important factors should not be construed as exhaustive and should be read in conjunction with other cautionary statements that are included herein or elsewhere. All subsequent written and oral forwarda^'looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by these cautionary statements. We undertake no obligation to publicly update or revise any forwarda^'looking statement, whether as a result of new information, future events or otherwise. http://cts.businesswire.com/ct/CT?id=bwnews&sty=20131112006605r1&sid=cmtx6&distro=nx SOURCE: Arch Capital Group Ltd. Arch Capital Group Ltd. Marc Grandisson, 441-278-9250
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NEWS Levine on Wall Street: Practice Activists
http://www.bloomberg.com/news/2013-11-12/levine-on-wall-street-practice-activists.html?cmpid=yhoo
ARE WE GETTING ONE OF THESE?
http://www.huntingtonnews.net/76233
NEWS
FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
1. Name and Address of Reporting Person *
Bernstein Edward L 2. Issuer Name and Ticker or Trading Symbol
Andalay Solar, Inc. [ WEST ] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
__ X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
1475 S. BASCOM AVE, SUITE 101 3. Date of Earliest Transaction (MM/DD/YYYY)
11/6/2013
(Street)
CAMPBELL, CA 95008-0528
(City) (State) (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8) 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) 8. Price of Derivative Security
(Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) $.03 11/6/2013 11/6/2013 A 975000 (1) 11/6/2013 11/5/2018 Common Stock 975000 $0 975000 D
Explanation of Responses:
( 1) These stock options were granted pursuant to the Andalay Solar, Inc. 2006 Stock Incentive Plan. Stock option grants will vest annually over three year period, with first one-third vesting on date of grant and second and third vestings occurring on November 6, 2014 and November 6, 2015, respectively.
Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Bernstein Edward L
1475 S. BASCOM AVE
SUITE 101
CAMPBELL, CA 95008-0528 X
Signatures
/s/ Edward L. Bernstein 11/8/2013
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
1. Name and Address of Reporting Person *
Kalow Mark L 2. Issuer Name and Ticker or Trading Symbol
Andalay Solar, Inc. [ WEST ] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
__ X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
1475 S. BASCOM AVE., SUITE 101 3. Date of Earliest Transaction (MM/DD/YYYY)
11/6/2013
(Street)
CAMPBELL, CA 95008-0528
(City) (State) (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8) 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) 8. Price of Derivative Security
(Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) $.03 11/6/2013 11/6/2013 A 975000 (1) 11/6/2013 11/5/2018 Common Stock 975000 $0 975000 D
Explanation of Responses:
( 1) These stock options were granted pursuant to the Andalay Solar, Inc. 2006 Stock Incentive Plan. Stock option grants will vest annually over three year period, with first one-third vesting on date of grant and second and third vestings occurring on November 6, 2014 and November 6, 2015, respectively.
Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Kalow Mark L
1475 S. BASCOM AVE.
SUITE 101
CAMPBELL, CA 95008-0528 X
Signatures
/s/ Mark Kalow 11/6/2013
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
1. Name and Address of Reporting Person *
Kenedi Ronald 2. Issuer Name and Ticker or Trading Symbol
Andalay Solar, Inc. [ WEST ] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
__ X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
1475 S. BASCOM AVE., SUITE 101 3. Date of Earliest Transaction (MM/DD/YYYY)
11/6/2013
(Street)
CAMPBELL, CA 95008-0528
(City) (State) (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8) 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) 8. Price of Derivative Security
(Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) $.03 11/6/2013 11/6/2013 A 975000 (1) 11/6/2013 11/5/2018 Common Stock 975000 $0 975000 D
Explanation of Responses:
( 1) These stock options were granted pursuant to the Andalay Solar, Inc. 2006 Stock Incentive Plan. Stock option grants will vest annually over three year period, with first one-third vesting on date of grant and second and third vestings occurring on November 6, 2014 and November 6, 2015, respectively.
Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Kenedi Ronald
1475 S. BASCOM AVE.
SUITE 101
CAMPBELL, CA 95008-0528 X
Signatures
/s/ Ronald Kenedi 11/6/2013
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
1. Name and Address of Reporting Person *
Roffman Edward 2. Issuer Name and Ticker or Trading Symbol
Andalay Solar, Inc. [ AKNS ] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
__ X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
1475 S. BASCOM AVE, SUITE 101 3. Date of Earliest Transaction (MM/DD/YYYY)
11/6/2013
(Street)
CAMPBELL, CA 95008
(City) (State) (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8) 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) 8. Price of Derivative Security
(Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) $.03 11/6/2013 11/6/2013 A 975000 (1) 11/6/2013 11/5/2018 Common Stock 975000 $0 975000 D
Explanation of Responses:
( 1) These stock options were granted pursuant to the Andalay Solar, Inc. 2006 Stock Incentive Plan. Stock option grants will vest annually over three year period, with first one-third vesting on date of grant and second and third vestings occurring on November 6, 2014 and November 6, 2015, respectively.
Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Roffman Edward
1475 S. BASCOM AVE, SUITE 101
CAMPBELL, CA 95008 X
Signatures
/s/ Edward Roffman 11/8/2013
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
1. Name and Address of Reporting Person *
Randazzo Margaret R 2. Issuer Name and Ticker or Trading Symbol
Andalay Solar, Inc. [ WEST ] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
__ X __ Director _____ 10% Owner
__ X __ Officer (give title below) _____ Other (specify below)
CEO and CFO
(Last) (First) (Middle)
1475 S. BASCOM AVE., SUITE 101 3. Date of Earliest Transaction (MM/DD/YYYY)
11/6/2013
(Street)
CAMPBELL, CA 95008
(City) (State) (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8) 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock, $0.001 par value 11/6/2013 A 1250000 (1) A $.00 1284025 D
Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) 8. Price of Derivative Security
(Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock options $.03 11/6/2013 11/6/2013 A 2500000 (2) 11/6/2013 11/5/2018 Common Stock 2500000 $0 2500000 D
Explanation of Responses:
( 1) These shares of common stock are "restricted" and were granted to Ms. Randazzo pursuant to the Andalay Solar, Inc. 2006 Stock Incentive Plan. Restricted stock grants will vest quarterly over one-year period, with first one-fourth vesting on date of grant and second, third and fourth vestings occurring on February 6, 2014, May 6, 2014 and August 6, 2014, respectively. Until such shares vest, they are subject to forfeiture in accordance with the terms of the grant including Ms. Randazzo's continuing service with the Company; however, Ms. Randazzo is entitled to vote such restricted shares until they are forfeited or transferred.
( 2) These stock options were granted to Ms. Randazzo pursuant to the Andalay Solar, Inc. 2006 Stock Incentive Plan. Stock option grants will vest annually over three year period, with first one-third vesting on date of grant and second and third vestings occurring on November 6, 2014 and November 6, 2015, respectively.
Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Randazzo Margaret R
1475 S. BASCOM AVE.
SUITE 101
CAMPBELL, CA 95008 X
CEO and CFO
Signatures
/s/ Margaret R. Randazzo 11/8/2013
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
redsox17 Saturday, 11/02/13 07:01:45 AM
Re: None
Post # of 37314
ARE WE ONLY LOOKING AT THE NEGATIVE OF THIS COMPANY?
Pharmagen Inc (OTCMKTS:PHRX) closed yesterday at $0.0049, a -26.87% decrease. Around 9.47 million shares were traded, beating an-average trading volume of 1.23 million shares. The company is now valued at around $2.58 million. Invivo Therapeutics Holdings Corp., a development stage company, focuses on developing and commercializing biopolymer scaffolding devices for the treatment of spinal cord injuries, peripheral nerve injuries, and other neurotrauma conditions.
http://www.sbwire.com/press-releases/momentum-stocks-in-focus-sk3-group-incotcmktsskto-pharmagen-incotcmktsphrx-invivo-therapeutics-holdings-corpotcmktsnviv-overseas-shipholding-group-incotcmktsosgiq-374284.htm
Full Time Employees: 27
http://finance.yahoo.com/q/pr?s=PHRX+
Patience is a virtue
Patience is a virtue.
NEWS
The best way to end too big to fail is not to fail
http://www.bloomberg.com/news/2013-11-08/levine-on-wall-street-bailouts-past-and-future.html?cmpid=yhoo
Strong Q3 Earnings for Fannie Mae
http://finance.yahoo.com/news/strong-q3-earnings-fannie-mae-141004004.html
THANK YOU ZARGIS
CAN SOMEBODY CONFIRM THIS INFO Taxpayers Have Made 48 Billion Dollars on the Fannie and Freddie Bail-out
Confusion surrounding the real payoff amount for the FnF bail-out is evident in the articles claiming that the payments from Fannie Mae and Freddie Mac are equal to the amount of money that the taxpayers gave them. The real numbers show the taxpayers have made a profit of 48 billion dollars above their total investment of approx 137 billion in the two companies. Up until the third quarter of 2012 there was a 10 percent dividend on the senior preferred stock. This dividend was eliminated and changed to a complete profit sweep. At the time the change was made the taxpayers had very little principle at risk that was left to be paid. Most of the recent payments are the profit portion of the original agreement. It is unclear what the actual compounded return on investment is for the government without the accumulation of the 10 percent dividend currently. My guess is that if you calculated it from 2008 to now the total taxpayer percentage return is about 8 percent. Which I believe is pretty good. But it's not a break even bail-out. Make comments in as many of the news articles as possible with this information. Copy and paste if you don't feel like writing it out. They need to know that their articles aren't accurate and when they figure it out it can only help us. Less
Agencies Set to Make $39 Billion in Dividend Payments by Year End
http://online.wsj.com/news/articles/SB10001424052702303763804579183454001715882
Thank you Caballero.
I know 1% 6 months ago check the link below.
http://finance.yahoo.com/q/mh?s=FNMA+Major+Holders
% of Shares Held by Institutional & Mutual Fund Owners:
11%
% of Float Held by Institutional & Mutual Fund Owners:
11%
Number of Institutions Holding Shares:
21
I LOVE NEWS Fannie and Freddie: Thursday Financial Stock Winners (Update 2)
http://www.thestreet.com/story/12100165/1/fannie-and-freddie-thursday-financial-stock-winners.html?puc=yahoo&cm_ven=YAHOO
THANKS
NEWSCrisis 'specter' could push mortgage reform: BPC's Bond
By Ruth Mantell
Nov 7, 2013 14:29:16 (ET)
WASHINGTON (MarketWatch) -- Even as memories of the housing crisis fade, and two mortgage-finance giants are close to making taxpayers whole on almost $200 billion in bailouts, lawmakers must still reform the U.S. housing-finance system, Kit Bond, co-chair of the Bipartisan Policy Center's housing commission, told MarketWatch in an interview.
Mortgage buyers Fannie Mae and Freddie Mac have been in federal conservatorship for five years, and some politicians are pushing to wind them down, and increase the private market's role in the market. But as the housing market recovers, and Fannie and Freddie send hefty payments to the Treasury Department, some question whether there's still a will in Washington to act.
Yet this is not the time to abandon housing-finance reform, said Bond, a former Republican senator from Missouri.
Some of the ideas promoted by the BPC, a think tank founded by several Washington heavy hitters in 2007, are contained in a bipartisan Senate bill on housing reform.
Here's an edited transcript of Bond's conversation with MarketWatch.
How have profits at Fannie Mae and Freddie Mac , and the rebounding housing market, affected the urgency in Congress to move forward with reform?
I would hope that the urgency is still there. We have slowed down some bleeding from the deep wounds imposed on taxpayers. But we still know that the existing model [of government-sponsored enterprises Fannie Mae and Freddie Mac] does not work.
Progress on bipartisan legislation to wind down Fannie and Freddie and reform the U.S. housing-finance system has been sidelined by the heated spending debates. What are the chances that housing-finance reform will pass this Congress?
There's no question that put a damper on everything. There are a lot of things that need to be done in Congress.
The housing system was at the core of the problems in the financial meltdown, and I would hope that people would keep in mind how bad it was in '09, '10, when all of the trash that aggressive brokers pushed on people who couldn't afford houses collapsed.
The specter of the housing crisis and the tremendous need for reforming the federal housing system could push people on both sides to say: 'Hey, maybe it's time we work together.'
There's speculation that Sandra Thompson, a deputy director at the Federal Housing Finance Agency, could be the administration's next pick to lead Fannie and Freddie's regulator. But Republicans have already blocked two of the president's choices to lead the FHFA, and support for Acting Director Edward DeMarco because he has rejected allowing principal reductions for GSE-backed loans. If the president taps Thompson, what are her chances at confirmation?
I don't know. I'm not deeply involved in the Republican debate. I would expect that if somebody else is nominated, they would consider that person very carefully. We've got to have somebody in there. DeMarco has done a good job, and I hope somebody could be found to replace him who will continue to do a good job.
Rep. Jeb Hensarling, a Republican of Texas and chair of the House's Committee on Financial Services, wants a smaller role for government in the country's housing-finance system than envisioned by a bipartisan Senate bill. What are the chances that Republicans in the House will agree to legislation that includes a larger role for the government?
It's an uphill stump to jump...The great thing about [a BPC housing-finance-reform plan] is that we believe it is a blueprint that can bridge a divide between Republicans and Democrats.
NEWS Fitch Publishes New Issue Report on Fannie Mae's Connecticut Ave Securities Series 2013-C01
Nov 7, 2013 15:13:21 (ET)
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November 07, 2013 15:13 ET (20:13 GMT
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