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Well if they stole money from investors you should contact securities fraud attorney
Texas Securities Fraud Lawyer Shepherd Smith Edwards & Kantas LTD LLP Website
1-800-259-9010
http://www.securities-fraud-attorneys.com/
Office:
1010 Lamar
Suite 900
Houston, Texas 77002
Phone: (713) 227-2400
Toll Free: (800) 259-9010
Fax: (713) 227-7215
Well if they stole money from investors you should contact securities fraud attorney
Texas Securities Fraud Lawyer Shepherd Smith Edwards & Kantas LTD LLP Website
1-800-259-9010
http://www.securities-fraud-attorneys.com/
Office:
1010 Lamar
Suite 900
Houston, Texas 77002
Phone: (713) 227-2400
Toll Free: (800) 259-9010
Fax: (713) 227-7215
Well if they stole money from investors you should contact securities fraud attorney
Texas Securities Fraud Lawyer Shepherd Smith Edwards & Kantas LTD LLP Website
1-800-259-9010
http://www.securities-fraud-attorneys.com/
Office:
1010 Lamar
Suite 900
Houston, Texas 77002
Phone: (713) 227-2400
Toll Free: (800) 259-9010
Fax: (713) 227-7215
they should look into some private equity firms
The list includes very few venture capital firms, The following is a ranking of the largest private equity firms published in 2011. The ranking was compiled by Private Equity International, which reveals that the world's 50 largest private equity direct investment programs have raised in excess of US$325 billion since 2006.[1] A previous ranking had been published in 2007.[2]
The list includes very few venture capital firms, which tend to be smaller than their leveraged buyout counterparts; for a list of those see List of venture capital firms
Rank
Name of the firm
Headquarters
Capital Raised as of May 2012
(billions of USD)
1
TPG Capital
Fort Worth
$ 50.55
2
Goldman Sachs Capital Partners
New York
$ 47.22
3
The Carlyle Group
Washington DC
$ 40.54
4
Kohlberg Kravis Roberts
New York
$ 40.21
5
The Blackstone Group
New York
$ 36.42
6
Apollo Management
New York
$ 33.81
7
Bain Capital
Boston
$ 29.4
8
CVC Capital Partners
London
$ 25.07
9
First Reserve Corporation
Greenwich, CT
$ 19.06
10
Hellman & Friedman
San Francisco
$ 17.20
11
Apax Partners
London
$ 16.64
12
General Atlantic
Greenwich, CT
$ 15.10
13
Warburg Pincus
New York
$ 15.00
14
Cerberus Capital Management
New York
$ 14.90
15
Advent International
Boston
$ 14.52
16
Permira
London
$ 13.67
17
Oaktree Capital Management
Los Angeles
$ 13.05
18
Terra Firma Capital Partners
London
$ 12.25
19
Providence Equity Partners
Providence, RI
$ 12.10
20
Clayton, Dubilier & Rice
New York
$ 11.40
21
Charterhouse Capital Partners
London
$ 11.27
22
Teachers' Private Capital
Toronto
$ 10.76
23
Madison Dearborn Partners
Chicago
$ 10.60
24
TA Associates
Boston
$ 10.55
25
Silver Lake Partners
Menlo Park, CA
$ 10.50
26
Lone Star Funds
Dallas
$ 10.41
27
Thomas H. Lee Partners
Boston
$ 10.10
28
Cinven
London
$ 15.07
29
Riverstone Holdings
New York
$ 9.67
30
J.C. Flowers & Co.
New York
$ 9.30
31
AXA Private Equity
Paris
$ 9.03
32
AlpInvest Partners
Amsterdam
$ 8.87
33
3i Group
London
$ 8.73
34
Nordic Capital
Stockholm
$ 8.73
35
Fortress Investment Group
New York
$ 8.68
36
EnCap Investments
Houston, TX
$ 8.47
37
Onex
Toronto
$ 8.34
38
Lindsay Goldberg
New York
$ 7.87
39
Citi Capital Advisors
New York
$ 7.80
40
Ares Management
Los Angeles
$ 10.50
41
Summit Partners
Boston, MA
$ 7.75
42
Bridgepoint Capital
London
$ 7.72
43
Marfin
Athens
$ 7.31
44
EQT Partners
Stockholm
$ 7.20
45
NGP Energy Capital Management
Dallas
$ 7.11
46
Energy Capital Partners
Short Hills, NJ
$ 6.59
47
Stone Point Capital
Greenwich, CT
$ 6.40
48
Abraaj Capital
Dubai
$ 6.20
49
Golden Gate Capital
San Francisco
$ 6.11
50
GTCR Golder Rauner
Chicago
$ 6.00
Jumpstart Our Business Startups Act
Frequently Asked Questions About Crowdfunding Intermediaries
Division of Trading and Markets
May 7, 2012
In these Frequently Asked Questions (FAQs), the Division of Trading and Markets is providing guidance on the implementation of the crowdfunding intermediary provisions of the Jumpstart Our Business Startups Act (JOBS Act). These FAQs are not rules, regulations or statements of the SEC. The SEC has neither approved nor disapproved these FAQs.
The Division may update these questions and answers periodically. In each update, the questions added after publication of the last version will be marked with “MODIFIED” or “NEW.” In addition, the SEC is soliciting public comments on regulatory initiatives under the JOBS Act.
For Further Information Contact: Any of the following at (202) 551-5550: David W. Blass, Chief Counsel, Joseph Furey, Assistant Chief Counsel, Ignacio Sandoval, Special Counsel, Leila Bham, Special Counsel, Timothy White, Special Counsel, or Shaheen Haji, Attorney-Advisor, Division of Trading and Markets, Securities and Exchange Commission, 100 F Street, NE, Washington, DC 20549-7010.
Background
These FAQs address questions about the crowdfunding intermediary provisions in Title III of the JOBS Act.
Crowdfunding issuers. Title III of the JOBS Act amends Section 4 of the Securities Act to create a new exemption for offerings of “crowdfunded” securities. Specifically, the JOBS Act amends Section 4 of the Securities Act to exempt issuers from the requirements of Section 5 of that Act when they offer and sell up to $1 million in securities, provided that individual investments do not exceed certain thresholds and the issuer satisfies other conditions in the JOBS Act, some of which will require rulemaking by the SEC.
One of these conditions is that issuers use the services of an intermediary that is either a broker registered with the SEC or a “funding portal” registered with the SEC.
Funding portals. Title III of the JOBS Act adds new Section 3(h) to the Exchange Act which requires the SEC to exempt, conditionally or unconditionally, an intermediary operating a funding portal from the requirement to register with the SEC as a broker. The intermediary, though, would need to register with the SEC as a funding portal and would be subject to the SEC’s examination, enforcement, and rulemaking authority. The funding portal also must become a member of a national securities association that is registered under Section 15A of the Exchange Act.
A funding portal is defined as a crowdfunding intermediary that does not: (i) offer investment advice or recommendations; (ii) solicit purchases, sales, or offers to buy securities offered or displayed on its website or portal; (iii) compensate employees, agents, or others persons for such solicitation or based on the sale of securities displayed or referenced on its website or portal; (iv) hold, manage, possess, or otherwise handle investor funds or securities; or (v) engage in such other activities as the SEC, by rule, determines appropriate.
The JOBS Act directs the SEC to adopt rules to implement Title III within 270 days of enactment of the Act. The President signed the JOBS Act into law on April 5, 2012.
Responses to Frequently Asked Questions
Question 1.
I would like to operate a crowdfunding intermediary. Am I required to register with the SEC before doing so?
Answer:
Yes. You must register with the SEC either as a broker or as a funding portal.
Please keep in mind that the SEC still has to write rules to implement the crowdfunding provisions of the JOBS Act. Until the SEC has completed this rulemaking, you cannot act as a crowdfunding intermediary, even if you are already a registered broker. The Division of Corporation Finance also has reminded issuers that any offers or sales of securities purporting to rely on the crowdfunding exemption would be unlawful under the federal securities laws until the SEC’s rulemaking is complete.
Question 2.
How do I register with the SEC as a funding portal?
Answer:
The SEC must adopt rules governing funding portals before permitting anyone to register with the SEC as a funding portal. These rules will address the form and process needed to register with the SEC as a funding portal.
Funding portals also must become members of a national securities association that is registered under Section 15A of the Exchange Act. Today, FINRA is the only national securities association in existence that is registered under Section 15A of the Exchange Act.
Question 3.
I would like to operate as a funding portal. Do I need to register with the Financial Industry Regulatory Authority (FINRA)?
Answer:
All funding portals must become members of a national securities association that is registered under Section 15A of the Exchange Act, in addition to registering with the SEC. Today, FINRA is the only national securities association in existence that is registered under Section 15A of the Exchange Act.
Question 4.
Are there are any limitations on what a funding portal can do?
Answer:
Among other things, the JOBS Act imposes several restrictions on the activities of a registered funding portal. A funding portal is not permitted to:
provide investment advice or make recommendations;
solicit purchases, sales, or offers to buy the securities offered or displayed on its website or portal;
compensate employees, agents, or other persons for such solicitation or based on the sale of securities displayed or referenced on its website or portal;
hold, manage, possess, or otherwise handle investor funds or securities; or
engage in any other activities the SEC determines to prohibit in its crowdfunding rulemaking.
In addition, each funding portal and each crowdfunding broker is prohibited from:
compensating promoters, finders, or lead generators for providing the intermediary with the personal identifying information of any potential investor; or
allowing its directors, officers, or partners (or any person occupying a similar status or performing a similar function) to have a financial interest in any issuer using the services of the intermediary.
Question 5.
I would like to operate a crowdfunding intermediary. In addition to registering with the SEC and a national securities association, what should I know?
Answer:
There are many considerations in determining whether to operate a crowdfunding intermediary. At a minimum, you should understand the legal obligations that the JOBS Act assigned to crowdfunding intermediaries. For example, crowdfunding brokers and funding portals have significant duties under the JOBS Act to provide information to investors, reduce the risk of fraud and, where required under the Act, ensure that investors and issuers satisfy the requirements outlined in Title III of the JOBS Act.
The JOBS Act requires these intermediaries to, among other things:
provide disclosures that the SEC determines appropriate by rule, including regarding the risks of the transaction and investor education materials
ensure that each investor: (1) reviews investor education materials; (2) positively affirms that the investor understands that the investor is risking the loss of the entire investment, and that the investor could bear such a loss; and (3) answers questions that demonstrate that the investor understands the level of risk generally applicable to investments in startups, emerging businesses, and small issuers and the risk of illiquidity;
take steps to protect the privacy of information collected from investors;
take such measures to reduce the risk of fraud with respect to such transactions, as established by the SEC, by rule, including obtaining a background and securities enforcement regulatory history check on each officer, director, and person holding more than 20 percent of the outstanding equity of every issuer whose securities are offered by such person;
make available to investors and the SEC, at least 21 days before any sale, any disclosures provided by the issuer;
ensure that all offering proceeds are only provided to the issuer when the aggregate capital raised from all investors is equal to or greater than a target offering amount, and allow all investors to cancel their commitments to invest;
make efforts to ensure that no investor in a 12-month period has purchased crowdfunded securities that, in the aggregate, from all issuers, exceed the investment limits set forth in section Title III of the JOBS Act; and
any other requirements that the SEC determines are appropriate.
In addition, under the JOBS Act, an intermediary should be aware of the prohibited activities listed in response to Question 4.
http://www.sec.gov/divisions/marketreg/tmjobsact-crowdfundingintermediariesfaq.htm
Interesting Information for every investor to know
Exchange Act Forms
Last Update: July 8, 2011
These Compliance and Disclosure Interpretations (“C&DIs”) comprise the Division’s interpretations of Exchange Act forms commonly used by issuers. Some of these C&DIs were first published in prior Division publications and have been revised in some cases. The bracketed date following each C&DI is the latest date of publication or revision.
N.B. C&DIs for Form 8-K and for Section 16 forms have been separately published and can be found at Exchange Act Form 8-K and Exchange Act Section 16 and Related Rules and Forms, respectively.
QUESTIONS AND ANSWERS OF GENERAL APPLICABILITY
Section 101. Form 6-K
None
Section 102. Form 8-A
Question 102.01
Question: May a registrant use a single Form 8-A to register securities on more than one national securities exchange concurrently under Section 12(b)?
Answer: No. It must file a separate registration statement for each exchange. A registrant also cannot amend an already effective Form 8-A to register securities on an additional national securities exchange. It must instead file a new registration statement. [October 1, 2008]
Question 102.02
Question: Does the requirement for identifying the exchange on which the registered security is traded apply to over-the-counter markets?
Answer: No. [September 30, 2008]
Question 102.03
Question: A company was required to file reports pursuant to Section 15(d). After its reporting obligation was suspended, it continued to file voluntarily all reports required by Section 15(d), but it did not file a Form 15. In these circumstances, may the company use Form 8-A to register its securities pursuant to Section 12(g), even though use of Form 8-A is conditioned on the company being “required to file reports pursuant to Section 13 or 15(d)”?
Answer: Yes, because (1) the company was current in all Section 15(d) reports; and (2) no additional information would have been made available to the public by requiring a Form 10 to be filed. However, in general, a company that is voluntarily filing periodic reports would not be permitted to use Form 8-A to register a class of its securities. [September 30, 2008]
Question 102.04
Question: May a company subject to Section 15(d) delay the due date, or avoid filing a quarterly or annual report, by filing a Form 8-A at or after the end of the fiscal quarter or fiscal year but prior to the due date of the applicable report?
Answer: No. A company subject to Section 15(d) with respect to a fiscal quarter or fiscal year cannot delay the due date or avoid filing the related quarterly or annual report by filing a Form 8-A at or after the end of the fiscal quarter or fiscal year but prior to the due date of the applicable report. Form 8-A explicitly provides that a company subject to Section 15(d) with respect to a fiscal year cannot do so. [September 30, 2008]
Section 103. Form 10
Question 103.01
Question: May a wholly-owned subsidiary that meets the requirements set forth in Instruction I to Form 10-K for omitting certain information from Form 10-K also rely on that instruction to omit the same information from a Form 10?
Answer: Yes. [September 30, 2008]
Question 103.02
Question: Is a company that is eligible to use Form 8-A precluded from using Form 10?
Answer: No. [September 30, 2008]
Section 104. Form 10-K
Question 104.01
Question: In order to incorporate information from the annual report to shareholders into the Form 10-K pursuant to General Instruction G(2), the report must be prepared in time to be submitted with the Form 10-K. If the annual report is available only in printer’s proof form when the Form 10-K is due, may it be filed as an exhibit to the Form 10-K and still satisfy this instruction?
Answer: Yes. [September 30, 2008]
Question 104.02
Question: Although General Instruction G(3) indicates that the information regarding executive officers required by Item 401 of Regulation S-K may be included in Part I of Form 10-K, can that information be included in Part III of the Form 10-K?
Answer: Yes. [September 30, 2008]
Question 104.03
Question: How is General Instruction D(2)(a)’s requirement that a Form 10-K be signed by a majority of the board satisfied if there are vacancies on the board?
Answer: This signature requirement is satisfied if a majority of the current directors signs the Form 10-K. For example, a company’s by-laws provide for a 15-person board of directors, and at present there are two vacancies. The signature requirement of a majority of the board is satisfied if a majority (i.e., 7 out of 13) of the current directors signs the Form 10-K. [September 30, 2008]
Question 104.04
Question: May directors’ signatures be provided pursuant to powers of attorney?
Answer: Yes. [September 30, 2008]
Question 104.05
Question: General Instruction D(2)(a) states that where the registrant is a limited partnership, the Form 10-K must be signed by the majority of the board of directors of any corporate general partner who signs the report. How is this requirement applied if there is more than one general partner? How is it applied if only one general partner manages the registrant and other general partners retain no control?
Answer: If there is more than one general partner, then a majority of the general partners must sign the Form 10-K. Where one general partner is managing and others retain no control, only the managing general partner must sign the Form 10-K. [September 30, 2008]
Question 104.06
Question: General Instruction G(3) to Form 10-K permits an issuer to incorporate Part III information into the Form 10-K from its definitive proxy material, if the definitive proxy material is filed within 120 days after the end of the issuer’s fiscal year. Where the 120th day falls on a Saturday, Sunday or holiday, may the definitive proxy material be filed on the first business day following?
Answer: Yes, pursuant to Exchange Act Rule 0-3. [September 30, 2008]
Question 104.07
Question: May an issuer filing a Form 10-K pursuant to Section 15(d) rely on General Instruction G(3) to incorporate by reference into the Form 10-K Part III information presented in a proxy statement that was not subject to the Commission’s Section 14(a) requirements at the time it was prepared and delivered?
Answer: No, unless such proxy statement is filed as an exhibit to the Form 10-K, as required by Exchange Act Rule 12b-23(a)(3). [September 30, 2008]
Question 104.08
Question: In General Instruction I(l)(b), which defaults are covered by the language “not cured within thirty days”?
Answer: “Not cured within thirty days” in General Instruction I(l)(b) of Form 10-K relates to defaults in the payment of principal, interest, a sinking or purchase fund installment, as well as any other material defaults. [September 30, 2008]
Question 104.09
Question: A company filed its annual report on Form 10-K, intending to incorporate by reference Part III information from its proxy statement to be filed within 120 days, pursuant to General Instruction G(3) to Form 10-K. If the proxy statement will not be filed within the 120-day period, what must the company do?
Answer: The company must amend the Form 10-K prior to the end of the 120-day period to provide the information that was to have been incorporated by reference. [September 30, 2008]
Question 104.10
Question: A company omits the Part III information in its annual report on Form 10-K because it intends to incorporate this information by reference from its proxy statement to be filed within 120 days, pursuant to General Instruction G(3) to Form 10-K. If the company is acquired between the due date of its Form 10-K and the 120th day after the end of its fiscal year, and will not file a proxy statement after the acquisition closes, must the company still amend its Form 10-K to include the Part III information?
Answer: Yes. [September 30, 2008]
Question 104.11
Question: An issuer with a pending Securities Act registration statement files its Form 10-K and seeks to incorporate by reference into the Form 10-K information from the pending registration statement. Is this permissible?
Answer: Yes, provided that two conditions are met: (1) the portion of the registration statement to be incorporated does not include any incorporation by reference to another document (see Item 10(d) of Regulation S-K), and (2) a copy of the incorporated portion of the registration statement is filed as an exhibit to the Form 10-K, as required by Exchange Act Rule 12b-23(a)(3). [September 30, 2008]
Question 104.12
Question: Must the Rule 14a-3(c) annual report to shareholders be filed as an exhibit to the company’s Form 10-K?
Answer: The annual report to shareholders must be filed as an exhibit to Form 10-K only if information contained in the annual report is incorporated by reference in the Form 10-K or the registrant specifically requests that it be treated as part of the proxy soliciting material. Only those portions of the annual report incorporated by reference are deemed to be filed as part of the Form 10-K. [September 30, 2008]
Question 104.13
Question: An issuer files its 2008 Form 10-K using the disclosure permitted for smaller reporting companies under Regulation S-K. The cover page of the Form 10-K indicates that the issuer will no longer qualify to use the smaller reporting company disclosure for 2009 because its public float exceeded $75 million at the end of its second fiscal quarter in 2008. The issuer proposes to rely on General Instruction G(3) to incorporate by reference executive compensation and other disclosure required by Part III of Form 10-K into the 2008 Form 10-K from its definitive proxy statement to be filed not later than 120 days after its 2008 fiscal year end. May the issuer use smaller reporting company disclosure in this proxy statement, even though it does not qualify to use smaller reporting company disclosure for 2009?
Answer: Yes, because the issuer could have used the smaller reporting company disclosure for Part III of its 2008 Form 10-K if it had not used General Instruction G(3) to incorporate that information by reference from the definitive proxy statement. [September 30, 2008]
Question 104.14
Question: A filer's annual report on Form 10-K includes the financial statements of the filer, which is a limited partnership, and the financial statements of its corporate general partner, which is not a separate issuer and not required to file a Form 10-K. May the Interactive Data File include the financial statements of the corporate general partner?
Answer: No. Under Rule 405(b) of Regulation S-T, only the filer's financial statements, financial statement footnotes, and financial statement schedules are permitted to be included in the Interactive Data File submitted to the Commission. [May 29, 2009]
Question 104.15
Question: A filer's annual report on Form 10-K includes the consolidated parent company's financial statements as well as financial statements of one of its wholly-owned subsidiaries. The parent company has registered equity, and the subsidiary has registered debt. The single filing on Form 10-K is intended to satisfy the reporting obligation of both issuers. While the face financial statements are presented for each issuer separately, there is one set of combined financial statement footnotes. Should all of these financial statements be included in a single Interactive Data File?
Answer: Yes, if interactive data are being submitted for more than one filer whose financial statements are required to be filed and those financial statements appear in a single filing, such as Form 10-K or 10-Q, they must be included in a single Interactive Data File. See Chapter 6 of Volume II of the EDGAR Filer Manual for detailed instructions on how to prepare the interactive data in this circumstance, including how to format the combined footnotes. Note, however, that the Interactive Data File need only include the financial statements for entities mandated under the phase-in provisions. For example, if only the parent company is required to submit its interactive data in year one of the phase in, then the Interactive Data File in year one need only contain the parent company's complete financial statements. [May 29, 2009]
Question 104.16
Question: An annual report on Form 10-K is intended to satisfy the reporting obligation of two "dual listed" companies by including a single set of financial statements. Each of these companies is a separate legal entity with its own file number and Central Index Key ("CIK"). Which company's CIK should be tagged with the Central Index Key element for this submission?
Answer: The Central Index Key element must tag the CIK of just one of the "dual listed" companies, and the filer may choose which of those CIKs to use. As long as the registrants continue to be dual listed and file joint reports, the same CIK should be used in every filing. [May 29, 2009]
Question 104.17
Question: A company filed its annual report on Form 10-K. As permitted by General Instruction G(3) to Form 10-K, the company intended to incorporate by reference Part III information from its definitive proxy statement to be filed within 120 days after the end of the fiscal year covered by the Form 10-K. The company filed a preliminary proxy statement that contained the Part III information within the 120-day period, but the definitive proxy statement will now be filed after the 120-day period. Must the company amend the Form 10-K prior to the end of the 120-day period to file the Part III information that was to have been incorporated by reference?
Answer: Yes. Pursuant to General Instruction G(3) to Form 10-K, the Part III information may be incorporated by reference only from a company's definitive proxy statement or information statement. Therefore, in this situation, the Part III information must be filed as an amendment to the Form 10-K not later than the end of the 120-day period. [Aug. 11, 2010]
Section 105. Form 10-Q
Question 105.01
Question: Does Part II, Item 4 of Form 10-Q require disclosure of the results of the vote on all matters voted upon at the annual or special meeting, including shareholder proposals and any matter raised on the floor of the meeting, whether or not included in management’s proxy materials?
Answer: Yes. [September 30, 2008]
Question 105.02
Question: A company’s initial registration statement under the Securities Act became effective during its quarter ended September 30. Prior to the effective date, but during this quarter, the company submitted matters to a vote of its security holders. Does Part II, Item 4 of Form 10-Q require disclosure of the results of the matters voted on?
Answer: Yes. Because Form 10-Q applies to the entire quarter, disclosure of Part II, Item 4 matters should be provided in the initial Form 10-Q filed pursuant to Section 15(d). [September 30, 2008]
Question 105.03
Question: If a company is current but not timely in its reporting obligations, may it check the “yes” box on the cover page of a Form 10-Q indicating that it has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months?
Answer: Yes. The company may check the “yes” box referred to above even if all required reports were not filed on time, so long as they are filed by the date of the filing of the Form 10-Q. [April 24, 2009]
Question 105.04
Question: If a company is not yet required to submit Interactive Data Files with its Exchange Act reports, should it check the box on the cover pages of the reports relating to compliance with Interactive Data File submission requirements?
Answer: No. A company should not start checking the cover page box relating to Interactive Data File compliance until it is required to submit those files. For example, if a company is first required to include an Interactive Data File with its second quarter Form 10-Q and, as permitted by the grace period rules, includes such file in a Form 10-Q amendment 30 days after the date the report is due and filed, the company should not check the Interactive Data File box on the cover page of its initial Form 10-Q. Rather, it should check the box once the first Interactive Data File is submitted — in this case, with the Form 10-Q amendment. Companies that have been voluntarily submitting Interactive Data Files should not check the box until they are required to submit the files. [April 30, 2009]
Question 105.05
[Withdrawn, Sept. 17, 2010]
Question 105.06
[Withdrawn, Sept. 17, 2010]
Question 105.07
Question: What is the first interactive data submission required of a calendar-year, domestic filer whose initial registration statement on Form S-1 is declared effective on July 2, 2009 and whose first periodic report is a Form 10-Q for the quarter ended June 30, 2009?
Answer: The filer must assess whether it is a large accelerated filer in order to determine how to apply the phase-in schedule for submitting interactive data. Large accelerated filer status is determined based on the criteria set forth in Exchange Act Rule 12b-2 at the end of a fiscal year. On these facts, the earliest date the filer could qualify as a large accelerated filer is December 31, 2010. If at that date the filer qualifies as a large accelerated filer, interactive data would be required beginning with its Form 10-Q for the quarter ended March 31, 2011. However, if at that date the filer does not qualify as a large accelerated filer, the interactive data would be required to be submitted beginning with the filer's Form 10-Q for the quarter ended June 30, 2011. [May 29, 2009]
Question 105.08
Question: The Document and Company Information Taxonomy includes an "Amendment Flag" element. When should the filer set the Amendment Flag to "True" in preparing its Interactive Data File for submission?
Answer: The Amendment Flag signifies that the Interactive Data File is an amendment to a prior Interactive Data File. It is not intended to signify that a new Interactive Data File is being filed as part of an amendment to a periodic report or registration statement. As a result, a filer should set the Amendment Flag to "True" only when the filer is amending the Interactive Data File itself. For example, if a company is first required to include an Interactive Data File with its second quarter Form 10-Q and, as permitted by the grace period rules, includes such file in a Form 10-Q amendment 30 days after the date the report is due and filed, the company should not set the Amendment Flag to "True" when it prepares its Interactive Data File for submission in the Form 10-Q amendment. [May 29, 2009]
Section 106. Form 11-K
Question 106.01
Question: The general instructions to Form 11-K state that plans subject to ERISA “shall file the plan financial statements within 180 days after the plan's fiscal year.” Does this mean that ERISA plans may file the entire Form 11-K (not only the financial statements) within 180 days after the end of the plan fiscal year?
Answer: Yes. As stated in Release No. 33-6867, “plans subject to ERISA will be permitted to file their Forms 11-K within 180 days after the plan’s fiscal year end.” Note also that the Form 11-K now contains only financial statements, and Exchange Act Rule 15d-21 has been amended to allow the filing of ERISA plan financial statements as an amendment to the Form 10-K. [September 30, 2008]
Question 106.02
Question: Are reports regarding internal control over financial reporting required to be included in a Form 11-K?
Answer: No. Form 11-K does not require the reports called for by Item 308 of Regulation S-K. [September 30, 2008]
Question 106.03
Question: Footnote 47 of Release No. 33-8124 provides that the certification requirements of Section 302 of the Sarbanes-Oxley Act of 2002 do not apply to annual reports on Form 11-K. Do the certification requirements of Sarbanes-Oxley Act Section 906 apply to annual reports on Form 11-K?
Answer: No. [September 30, 2008]
Question 106.04
Question: An issuer that has maintained a 401(k) employee savings plan for several years has decided to add its common stock as an investment option in the plan. Under the Division’s position issued in the Diasonics no-action letter (Dec. 29, 1982), both the plan interests and the employer stock will be subject to the Securities Act. Prior to the addition of the employer stock, the plan interests would not be regarded as securities. General Instruction A.2. to Form S-8 will ordinarily require a plan that has been in existence for more than 90 days to file a Form 11-K concurrently with the registration of the offering of plan interests and employer securities. Does General Instruction A.2 require a Form 11-K to be filed concurrently with the Form S-8 in this situation?
Answer: No. Because the interests were not securities before adoption of the amendment adding employer securities, a Form 11-K is not required to be filed concurrently with the Form S-8. [September 30, 2008]
Section 107. Form 12b-25
Question 107.01
Question: Is a company required to file a Form 12b-25 even when it anticipates filing a periodic report after the Rule 12b-25 extension period?
Answer: Yes. Under Rule 12b-25(a), a company must file a Form 12b-25 for a periodic report that is filed after the due date regardless of whether it anticipates filing the periodic report within the extension period. See Release No. 34-16718. If the company does not anticipate filing the periodic report within the extension period, it should not check the box in Part II of Form 12b-25. [September 30, 2008]
Question 107.02
Question: An issuer files a Form 12b-25 to provide notice that its Form 10-K will be late. The issuer does not check the box in Part II of the Form to indicate that it seeks to use the extension in Rule 12b-25(b) because it anticipates that its Form 10-K will be filed after the 15th calendar day following the initial due date for the Form 10-K, which is outside of the Rule 12b-25(b) extension period. The issuer actually files its Form 10-K before the 15th calendar day. Can the issuer avail itself of the extension in Rule 12b-25(b) and have its Form 10-K be considered timely?
Answer: Yes. A company is required to file a Form 12b-25 to provide notice of a late periodic report filing, regardless of whether it will be able to avail itself of the Rule 12b-25(b) extension period. If an issuer believes that it will not be able to file the periodic report within the extension period, it should not check the box in Part II of Form 12b-25 indicating that it will do so. In the event that the issuer does, in fact, file its periodic report within the Rule 12b-25(b) extension period and the periodic report includes all required disclosures, then the periodic report will be considered timely, even though the issuer did not check the box in Part II of Form 12b-25. [July 8, 2011]
Section 108. Form 15
Question 108.01
Question: Section 15(d) of the Exchange Act provides an automatic suspension of the periodic reporting obligation as to any fiscal year (except for the fiscal year in which the registration statement became effective) if an issuer has fewer than 300 security holders of record at the beginning of such fiscal year. In contrast, Rule 12h-3 permits a company to suspend its reporting obligation under Section 15(d) if the requirements of the rule are met at any time during the fiscal year. Is a Form 15 required to be filed under Rule 12h-3 as a condition of the suspension?
Answer: Because situations exempted by Rule 12h-3 (e.g., there are fewer than 300 security holders of record in the middle of a fiscal year) do not meet the literal test of Section 15(d), Rule 12h-3 requires the filing of Form 15 as a condition of the suspension. By contrast, under Rule 15d-6, if an issuer has fewer than 300 security holders of record at the beginning of the fiscal year, a Form 15 should be filed to notify the Commission of such suspension, but the suspension is granted by statute and is not contingent on filing the Form 15. [September 30, 2008]
Question 108.02
Question: A company submits a request for a no-action letter, seeking to rely on Rule 12h-3 to suspend its Section 15(d) reporting obligations. No-action relief is needed because the company had a Securities Act registration statement that became effective or was updated pursuant to Securities Act Section 10(a)(3) during the fiscal year, and consequently the company does not satisfy the conditions of Rule 12h-3(c). May the company file a Form 15 to suspend its Section 15(d) reporting obligation before the staff grants the requested no-action letter?
Answer: No. Because no-action relief is prospective, the company may not file a Form 15 checking the Rule 12h-3 box until the staff grants the requested no-action letter. If the company files a Form 15 checking the Rule 12h-3 box before the staff grants the no-action letter, the company should withdraw that Form 15 by filing an amendment indicating in an explanatory note that the Form 15 is withdrawn. [September 30, 2008]
Question 108.03
Question: In 2007, Rule 12g-4 was amended to remove the prior Rule 12g-4(a)(2) and to redesignate Rules 12g-4(a)(1)(i) and 12g-4(a)(1)(ii) as Rules 12g-4(a)(1) and (2), respectively. However, Form 15 was not amended in connection with this amendment to Rule 12g-4, so that the Rule 12g-4 boxes in Form 15 do not correspond with the current Rule 12g-4. If a company files Form 15 under one of the redesignated rules, which box should it check?
Answer: Until Form 15 is amended to reflect the current Rule 12g-4, filers should (1) check the “Rule 12g-4(a)(1)(i)” box if the registrant is terminating its Section 12(g) registration pursuant to the current Rule 12g-4(a)(1), and (2) check the “Rule 12g-4(a)(1)(ii)” box if the registrant is terminating its Section 12(g) registration pursuant to the current Rule 12g-4(a)(2). See Exchange Act Rule 0-5. In addition to checking the “Rule 12g-4(a)(1)(i)” or “Rule 12g-4(a)(1)(ii)” box, filers can also include an explanatory note in the Form 15 regarding the change to Rule 12g-4. [September 30, 2008]
Section 109. Form 15F
None
Section 110. Form 20-F
Question 110.01
Question: A foreign private issuer that has prepared its financial statements in a currency other than U.S. currency must provide the current and historical exchange rate information required by Item 3.A.3 of Form 20-F. What source of exchange rate information must be used?
Answer: An issuer may use any reliable source for the rates of exchange as long as it identifies the source. One example of a reliable source is the noon buying rate in New York City for cable transfers in foreign currencies as certified for customs purposes by the Federal Reserve Bank of New York. Although the Federal Reserve Bank of New York is no longer publishing these exchange rates on its web site, it is still certifying them for customs purposes. The Board of Governors of the Federal Reserve Bank publishes these exchange rates on a weekly basis on its web site at http://www.federalreserve.gov/releases/h10/Update. [April 24, 2009]
Question 110.02
Question: When the securities being registered on Form 20-F are in the form of ADRs, must a description of the ADRs be included in the response to Item 12.D of Form 20-F? Must the depositary sign the registration statement?
Answer: When the securities being registered on Form 20-F are in the form of ADRs, the issuer must provide the information required by Item 12.D of Form 20-F. However, the depositary is not required to sign the registration statement. [September 30, 2008]
Section 111. Form 25
Question 111.01
Question: For securities that are being delisted from an exchange, may the Form 15 be filed prior to the effective date of the Form 25?
Answer: No. The effective date of a Form 25 for the delisting of an issuer’s securities may not be earlier than 10 days following the date on which such form is filed with the Commission. A Form 15 with respect to securities being delisted may not be filed prior to the effective date of the Form 25 for the delisting since Sections 12(g) and 15(d) are suspended during the period in which Section 12(b) applies. [September 30, 2008]
Section 112. Form 40-F
Question 112.01
Question: May eligible Canadian issuers rely on Securities Act Rule 402(e) or Exchange Act Rule 12b-11(d) to use typed, duplicated or facsimile versions of manual signatures in connection with Form 40-F?
Answer: Yes, provided that the issuer complies with the requirements of those rules regarding retention of manual signatures and provision of copies thereof to the Commission or its staff upon request. See Cleary, Gottlieb, Steen & Hamilton no-action letter (Aug. 13, 1996). [September 30, 2008]
INTERPRETIVE RESPONSES REGARDING PARTICULAR SITUATIONS
Section 201. Form 6-F
None
Section 202. Form 8-A
202.01 A Canadian company filed a Securities Act registration statement in connection with a proposed merger. The registration statement became effective but was not used. The company desired to register under the Exchange Act and wanted to use Form 8-A. The company was subject to Section 15(d) of the Exchange Act because of the effective registration statement, but it had not made any of the periodic filings required by Section 13(a). Form 8-A is available to register the securities of any issuer that is required to file reports pursuant to Section 15(d). Counsel was informed that the Division staff would not object to the use of the Form 8-A as long as the company first filed all of the delinquent Exchange Act reports. [September 30, 2008]
202.02 A company has over 500 shareholders and $10 million in assets on December 31, the last day of its fiscal year, and is thus required to file an Exchange Act registration statement within 120 days of December 31. On March 1 of the next year, the company’s first Securities Act registration statement becomes effective, and the company becomes subject to Section 15(d) of the Exchange Act. The company may file its Exchange Act registration statement on Form 8-A because at the time that filing is required, the company will be subject to Section 15(d). [September 30, 2008]
202.03 A company issued units of common stock and warrants, and more than a year has passed since the effectiveness of the Securities Act registration statement. The warrants are now exercisable and the company wants the common stock to be listed on NASDAQ. As to warrant exercises, post-effective amendments would be required to keep the prospectus current for Section 10(a)(3) purposes. If the company is still subject to Section 15(d), the company may use a Form 8-A to register under the Exchange Act. [September 30, 2008]
202.04 A publicly-held company registered under the Exchange Act and emerging from bankruptcy proposes to issue, pursuant to the bankruptcy plan, a new class of common stock with a different par value from its other common stock. Since the prior class of common stock was cancelled as part of the bankruptcy proceedings, the company will be permitted to amend its current Form 8-A Exchange Act registration statement to effect registration of the new class of common stock. [September 30, 2008]
202.05 No objection would be raised to the filing of a Form 8-A prior to the effective date of a Securities Act registration for the same shares, where the purpose was to facilitate listing on an exchange as soon as the Securities Act registration became effective. [September 30, 2008]
Section 203. Form 10
203.01 A publicly-held company registered under the Exchange Act and emerging from bankruptcy proposes to issue, pursuant to the bankruptcy plan, a new class of common stock with a different par value from its other common stock. Since the prior class of common stock was cancelled as part of the bankruptcy proceedings, the company will be permitted to amend its current Form 10 Exchange Act registration statement to effect registration of the new class of common stock. [September 30, 2008]
Section 204. Form 10-K
204.01 General Instruction I to Form 10-K permits the filing of an abbreviated Form 10-K by certain wholly-owned subsidiaries of a reporting company. One of the conditions for the use of the abbreviated form is that all of the registrant’s equity securities must be held by a single person. A request to use the abbreviated form was received from a company that had a series of non-voting preferred stock held by 135 persons. All of the common stock was held by a single person. The company was permitted to use the abbreviated Form 10-K on the condition that the number of holders of the non-voting preferred remained below 500 and therefore did not necessitate registration of that class pursuant to Section 12(g) of the Exchange Act. [September 30, 2008]
204.02 For purposes of Form 10-K, Item 601(b)(10)(iii) of Regulation S-K requiring disclosure of remunerative contracts would apply to a deferred compensation plan entered into during the fiscal year, even though the officer/director retired during that fiscal year and no longer was an officer/director. [September 30, 2008]
204.03 A limited partnership, which offers securities on Form S-11 that goes effective on December 15th, does not commence selling efforts nor does it acquire properties or admit limited partners until after December 31st, the end of its fiscal year. Escrow is not broken until June 30th of its next fiscal year. Regardless of the fact that selling efforts began in the next fiscal year, the partnership should file a Form 10-K for the fiscal year in which the Form S-11 went effective. [September 30, 2008]
204.04 A calendar year Exchange Act company proposes to file a Form N-8A and become a registered management investment company prior to March 31, the due date for its Form 10-K. Its first N-CSR, which would satisfy both Investment Company Act and Exchange Act reporting obligations, will not be due until after the period ending June 30. The Division staff advised that the company should file the Form 10-K due March 31, even though the company will be an investment company as of that date, and a Form 10-Q for the period from January 1 through the date the Form N-8A is filed. [September 30, 2008]
204.05 A voluntary filer, which must indicate its voluntary status by checking the appropriate box on the Form 10-K cover page, seeks to indicate that it is “current” in its Exchange Act reporting. In doing so, it should not check the box on the cover page representing that it has filed all reports required by Section 13(a) or 15(d) required during the preceding 12 months and has been subject to such filing requirements for the past 90 days, as this would create confusion since the company has indicated that it is a voluntary filer. However, because this information can assist sellers in determining whether the company satisfies the current public information requirements of Rule 144(c), the company should add an explanatory note indicating, if correct, that it had filed all Exchange Act reports for the preceding 12 months. [September 30, 2008]
204.06 A publicly-traded REIT has a commonly used structure (called an UPREIT) in which the publicly traded corporation acts as general partner of a majority-owned limited partnership that holds and operates all of the properties. The executive officers of the corporation are also executive officers of the operating partnership. The compensation paid to those executives is for services provided to both entities (i.e., they are not separately compensated for their services to the operating partnership). Both entities report pursuant to Exchange Act obligations. Pursuant to General Instruction G(3), the corporation’s Form 10-K will forward incorporate its Regulation S-K Item 402 disclosure from its definitive proxy statement. The operating partnership does not file a proxy statement. Because the corporation’s and the operating partnership’s compensation are integrally related, the operating partnership may incorporate Part III information into its Form 10-K from the corporation’s definitive proxy statement. [September 30, 2008]
204.07. An amendment solely to correct the signature page of a Form 10-K by providing the previously omitted signatures of both the principal financial officer and the principal accounting officer does not require new signatures by the directors. [September 30, 2008]
Section 205. Form 10-Q
None
Section 206. Form 11-K
206.01 A company filed a Form S-8 registration statement to register participations in a profit sharing plan. It has been determined that the participations would, in fact, be exempt from registration under Section 3(a)(2) of the Securities Act. The remaining participations are being deregistered. The company was informed that under the circumstances the Division staff would not require the continued filing of Form 11-K annual reports for the profit sharing plan. [September 30, 2008]
206.02 A company planned to file a Form 11-K for a 6-month year period for an ERISA plan. Form 11-K provides that the due date for an ERISA plan Form 11-K is 180 days after the fiscal year end. However, Rule 15d-10 provides that for short years of 6 months or more, an annual report would be due 90 days after the fiscal year end. The Division staff took the position that the short-year Form 11-K could be filed 180 days after the fiscal year end. [September 30, 2008]
Section 207. Form 12b-25
207.01 A Form 12b-25 submitted in connection with a late Form 11-K to be filed in paper pursuant to Item 101(b) of Regulation S-T may also be filed in paper. [September 30, 2008]
Section 208. Form 15
None.
Section 209. Form 15F
None
Section 210. Form 20-F
None.
Section 211. Form 25
None.
Section 212. Form 40-F
None.
http://www.sec.gov/divisions/corpfin/guidance/exchangeactforms-interps.htm
Well the new shell ownwer should look into the JOBS ACT
Jumpstart Our Business Startups Act
Frequently Asked Questions About Crowdfunding Intermediaries
Division of Trading and Markets
May 7, 2012
In these Frequently Asked Questions (FAQs), the Division of Trading and Markets is providing guidance on the implementation of the crowdfunding intermediary provisions of the Jumpstart Our Business Startups Act (JOBS Act). These FAQs are not rules, regulations or statements of the SEC. The SEC has neither approved nor disapproved these FAQs.
The Division may update these questions and answers periodically. In each update, the questions added after publication of the last version will be marked with “MODIFIED” or “NEW.” In addition, the SEC is soliciting public comments on regulatory initiatives under the JOBS Act.
For Further Information Contact: Any of the following at (202) 551-5550: David W. Blass, Chief Counsel, Joseph Furey, Assistant Chief Counsel, Ignacio Sandoval, Special Counsel, Leila Bham, Special Counsel, Timothy White, Special Counsel, or Shaheen Haji, Attorney-Advisor, Division of Trading and Markets, Securities and Exchange Commission, 100 F Street, NE, Washington, DC 20549-7010.
Background
These FAQs address questions about the crowdfunding intermediary provisions in Title III of the JOBS Act.
Crowdfunding issuers. Title III of the JOBS Act amends Section 4 of the Securities Act to create a new exemption for offerings of “crowdfunded” securities. Specifically, the JOBS Act amends Section 4 of the Securities Act to exempt issuers from the requirements of Section 5 of that Act when they offer and sell up to $1 million in securities, provided that individual investments do not exceed certain thresholds and the issuer satisfies other conditions in the JOBS Act, some of which will require rulemaking by the SEC.
One of these conditions is that issuers use the services of an intermediary that is either a broker registered with the SEC or a “funding portal” registered with the SEC.
Funding portals. Title III of the JOBS Act adds new Section 3(h) to the Exchange Act which requires the SEC to exempt, conditionally or unconditionally, an intermediary operating a funding portal from the requirement to register with the SEC as a broker. The intermediary, though, would need to register with the SEC as a funding portal and would be subject to the SEC’s examination, enforcement, and rulemaking authority. The funding portal also must become a member of a national securities association that is registered under Section 15A of the Exchange Act.
A funding portal is defined as a crowdfunding intermediary that does not: (i) offer investment advice or recommendations; (ii) solicit purchases, sales, or offers to buy securities offered or displayed on its website or portal; (iii) compensate employees, agents, or others persons for such solicitation or based on the sale of securities displayed or referenced on its website or portal; (iv) hold, manage, possess, or otherwise handle investor funds or securities; or (v) engage in such other activities as the SEC, by rule, determines appropriate.
The JOBS Act directs the SEC to adopt rules to implement Title III within 270 days of enactment of the Act. The President signed the JOBS Act into law on April 5, 2012.
Responses to Frequently Asked Questions
Question 1.
I would like to operate a crowdfunding intermediary. Am I required to register with the SEC before doing so?
Answer:
Yes. You must register with the SEC either as a broker or as a funding portal.
Please keep in mind that the SEC still has to write rules to implement the crowdfunding provisions of the JOBS Act. Until the SEC has completed this rulemaking, you cannot act as a crowdfunding intermediary, even if you are already a registered broker. The Division of Corporation Finance also has reminded issuers that any offers or sales of securities purporting to rely on the crowdfunding exemption would be unlawful under the federal securities laws until the SEC’s rulemaking is complete.
Question 2.
How do I register with the SEC as a funding portal?
Answer:
The SEC must adopt rules governing funding portals before permitting anyone to register with the SEC as a funding portal. These rules will address the form and process needed to register with the SEC as a funding portal.
Funding portals also must become members of a national securities association that is registered under Section 15A of the Exchange Act. Today, FINRA is the only national securities association in existence that is registered under Section 15A of the Exchange Act.
Question 3.
I would like to operate as a funding portal. Do I need to register with the Financial Industry Regulatory Authority (FINRA)?
Answer:
All funding portals must become members of a national securities association that is registered under Section 15A of the Exchange Act, in addition to registering with the SEC. Today, FINRA is the only national securities association in existence that is registered under Section 15A of the Exchange Act.
Question 4.
Are there are any limitations on what a funding portal can do?
Answer:
Among other things, the JOBS Act imposes several restrictions on the activities of a registered funding portal. A funding portal is not permitted to:
provide investment advice or make recommendations;
solicit purchases, sales, or offers to buy the securities offered or displayed on its website or portal;
compensate employees, agents, or other persons for such solicitation or based on the sale of securities displayed or referenced on its website or portal;
hold, manage, possess, or otherwise handle investor funds or securities; or
engage in any other activities the SEC determines to prohibit in its crowdfunding rulemaking.
In addition, each funding portal and each crowdfunding broker is prohibited from:
compensating promoters, finders, or lead generators for providing the intermediary with the personal identifying information of any potential investor; or
allowing its directors, officers, or partners (or any person occupying a similar status or performing a similar function) to have a financial interest in any issuer using the services of the intermediary.
Question 5.
I would like to operate a crowdfunding intermediary. In addition to registering with the SEC and a national securities association, what should I know?
Answer:
There are many considerations in determining whether to operate a crowdfunding intermediary. At a minimum, you should understand the legal obligations that the JOBS Act assigned to crowdfunding intermediaries. For example, crowdfunding brokers and funding portals have significant duties under the JOBS Act to provide information to investors, reduce the risk of fraud and, where required under the Act, ensure that investors and issuers satisfy the requirements outlined in Title III of the JOBS Act.
The JOBS Act requires these intermediaries to, among other things:
provide disclosures that the SEC determines appropriate by rule, including regarding the risks of the transaction and investor education materials
ensure that each investor: (1) reviews investor education materials; (2) positively affirms that the investor understands that the investor is risking the loss of the entire investment, and that the investor could bear such a loss; and (3) answers questions that demonstrate that the investor understands the level of risk generally applicable to investments in startups, emerging businesses, and small issuers and the risk of illiquidity;
take steps to protect the privacy of information collected from investors;
take such measures to reduce the risk of fraud with respect to such transactions, as established by the SEC, by rule, including obtaining a background and securities enforcement regulatory history check on each officer, director, and person holding more than 20 percent of the outstanding equity of every issuer whose securities are offered by such person;
make available to investors and the SEC, at least 21 days before any sale, any disclosures provided by the issuer;
ensure that all offering proceeds are only provided to the issuer when the aggregate capital raised from all investors is equal to or greater than a target offering amount, and allow all investors to cancel their commitments to invest;
make efforts to ensure that no investor in a 12-month period has purchased crowdfunded securities that, in the aggregate, from all issuers, exceed the investment limits set forth in section Title III of the JOBS Act; and
any other requirements that the SEC determines are appropriate.
In addition, under the JOBS Act, an intermediary should be aware of the prohibited activities listed in response to Question 4.
http://www.sec.gov/divisions/marketreg/tmjobsact-crowdfundingintermediariesfaq.htm
Revenge is not listed at LA AUTO SHOW two more month until DETROIT AUTO SHOW LETS SEE what happens...........
those are real companies but it doesnt mean AGEL cant become a real company, they have to change their business model if they want to compete!!! and raise capital of course!!
They should be able to raise capital look at all these other private equity firms that have raised capital,
According to 2011 Preqin Global Private Equity Report, largest firms by total fund of funds capital raised in the last 10 years ($billions) are
HarbourVest Partners
$19.3
United States
2
Adams Street Partners
$12.5
United States
3
Pantheon Ventures
$12.1
UK
4
Goldman Sachs Private Equity Group
$10.9
United States
5
Pathway Capital Management
$9.8
United States
6
Commonfund Capital
$7.3
United States
7
Siguler Gulf
$6.8
United States
8
SL Capital Partners
$6.7
UK
9
ATP Private Equity Partners
$6.5
Denmark
10
Partners Group
$5.8
Switzerland
U.S. solar panel duties could cost it China market - minister
Reuters – Sat, Nov 10, 2012 2:17 AM ESTEmail0Share0PrintRelated ContentView PhotoChen Deming, China's Minister of Commerce, takes questions during an interview at the press center of the 18th National Congress of the Communist Party of China in Beijing, November 10, 2012. REUTERS/China Daily
RELATED QUOTESSymbol Price Change
TSL 2.33 -0.18
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STP 0.858 0.03
By Lucy Hornby
BEIJING (Reuters) - The U.S. decision to approve steep duties on Chinese-made solar panels could cost American exporters a growing market, Chinese Commerce Minister Chen Deming said on Saturday, adding that he didn't want to see a trade war.
The U.S. International Trade Commission voted last week in favor of duties ranging from 23.75 percent to about 250 percent, ruling that a flood of cheap solar panels from China had hurt U.S.-based manufacturers. Similar cases are under way in Germany.
China has already struck back by launching an investigation into imports of solar-grade polysilicon from both the United States and South Korea, and warned of action against European polysilicon.
"If you say I bought your equipment and raw materials but now that I am shipping my products you want to pop on a 249 percent tariff, fine then, buy why should I buy any more of your raw materials or equipment?" Chen told reporters on the sidelines of the 18th Communist Party Congress that will anoint the next generation of Chinese leaders.
"That's why I say any unilateral trade action will also impact the instigator. China is developing, urbanizing, China has a lot of construction under way and will need solar products, so the U.S. is losing out on a big market in the future."
The United States imported about $3.1 billion worth of solar cells and panels from China in 2011, up from $640 million two years earlier, although both figures contain some products not covered by the ITC investigation.
SolarWorld, the largest U.S. solar-panel manufacturer, accused Chinese competitors such as Suntech Power Holdings (STP) and Trina Solar (TSL) of selling solar cells and panels in the United States at unfairly low prices and receiving government subsidies.
SolarWorld's German parent, SolarWorld AG, is pressing the European Union for similar curbs on Chinese solar products.
Chen valued the solar panel manufacturing equipment bought from the United States at over 40 billion yuan ($6.41 billion), and from Germany at "billions of yuan".
Chinese firms poured into manufacturing solar panels, lured by domestic subsidies meant to encourage high-tech industry and by European and American subsidies for solar energy installation.
Profits have plummeted due to cut-throat competition among over 100 Chinese manufacturers and the drying up of overseas purchasing incentives.
Chinese households often use solar panels in rooftop water heaters but the country has yet to implement any policy to encourage domestic solar energy generation. ($1 = 6.245 yuan)
(Reporting By Lucy Hornby; Editing by Nick Macfie)
http://finance.yahoo.com/news/u-solar-panel-duties-could-071740313.html
PROTEK CAPITAL, INC
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED JANUARY 31, 2012
Note 1. Nature of Business
Protek Capital, Inc. (formerly known as Propalms, Inc.) (The "Company"), formerly Jenna Lane, Inc. (Jenna Lane), was incorporated in 1995 under the laws of the State of Delaware. Propalms, Ltd. was a UK registered company incorporated in October 2001 with a fiscal year end of January 31. On July 12, 2005 Propalms, Ltd. purchased from Tarantella, Inc. a license and purchase option agreement for the worldwide intellectual property rights, including the entire customer base, and all the ongoing maintenance revenue of a software product called Terminal Services Edition ("TSE"). Jenna Lane was a Delaware Corporation, incorporated in 1995. Jenna Lane was a non-operating company. On December 8, 2006 shareholders of Propalms, Ltd. purchased 13,750,000 shares of Jenna Lane. On December 9, 2006 Jenna Lane entered into an agreement with all the shareholders of Propalms Ltd. to exchange 230,000,000 shares of Jenna Lane, for all the issued and outstanding stock of Propalms, Ltd. After the consummation of the agreement, the former shareholders of Propalms, Ltd. own 243,750,000 shares of common stock of Jenna Lane, which represent 89.35% of Jenna Lane's outstanding shares.
The exchange of shares with Propalms, Ltd. has been accounted for as a reverse acquisition under the purchase method of accounting since the shareholders of the Propalms, Ltd. obtained control of the consolidated entity. Accordingly, the merger of the two companies has been recorded as a recapitalization of Propalms, Ltd., with Propalms, Ltd. being treated as the continuing entity. The Historical financial statements presented are those of Propalms, Ltd. The continuing company has retained January 31 as its fiscal year end. The financial statements of the legal acquirer are not significant; therefore, no pro forma financial information is submitted.
The consolidated financial statements include the accounts of Protek Inc. (formerly known as Propalms, Inc.) and its wholly owned subsidiary, Propalms, Ltd. All significant intercompany accounts and transactions have been eliminated in consolidation.
During December 2006 Jenna Lane increased its authorized common shares to 500,000,000 in order to acquire Propalms, Ltd. Jenna Lane moved from Delaware and was reincorporated in Nevada.
In March 2007 Jenna Lane, Inc. changed its name to Propalms USA, Inc. and its ticker symbol to PRPM.PK in order to better reflect the nature of the Company's business. As a result of this recapitalization and reorganization, the financial statements of the Company reflect the results of operations beginning on July 12, 2005 (since "Inception"). Further, on June 22, 2007 Propalms USA, Inc. changed its name to Propalms, Inc. to better reflect the Company's international sales and global presence.
In October 2008 Propalms, Inc. received from FINRA clearance to begin quotations on the OTC Bulletin Board, and its ticker symbol changed to PRPM.OB
Propalms Inc., through Propalms, Ltd., develops TSE, which offers users a systems management product for the Microsoft server based computing (SBC) environment. TSE allows users to manage and operate all their software applications centrally on their servers rather than on each individual desktop computer. The Company markets and licenses its products through multiple channels such as value-added resellers and channel distributors.
On July 1, 2009, Robert Zysblat was appointed as the President and CEO of the Company.
On September 14, 2010, the Company sold off its subsidiary, Propalms Ltd., to the officers of the Company in exchange for 100,000,000 restricted shares of an OTCBB trading Company. The fair value of the shares on the date of the transaction was $2,030,000. The excess of the purchase consideration over the net assets of the Company was recorded as a capital contribution from the officers as this was a transaction between related parties.
During the year ended January 31, 2011, Propalms, Inc. changed its name to PROTEK Capital, Inc.
The company filed Articles of Amendment with the State of Nevada to increase its authorized common stock from 2,000,000,000 to 4,000,000,000 shares of Common Stock on April 18, 2011.
The Company signed an LOI in June of 2011 in which PROTEK Capital would exchange 100% of Preston Trail Contractors, Inc. (PTC) (a Texas Corporation) Common Stock for Preferred stock in PRPM which includes 55% majority voting rights and dilution protection.
Note 2. Summary of Significant Accounting Policies
Basis of Presentation
The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America. The accompanying consolidated financial statements have been presented in United States Dollars ($).
For the purposes of the cash flow statements, the Company considers all highly liquid investments with original maturities of the there months or less at the time of purchases to be cash equivalents. As of January 31, 2012 the Company reported $0 for cash and cash equivalents.
Accounts Receivable
The Company's customer base consists of a geographically dispersed customer base. The Company maintains reserves for potential credit losses on accounts receivable. Management reviews the composition of accounts receivable and analyzes historical bad debts, customer concentrations, customer credit worthiness, current economic trends and changes in customer payment patterns. To evaluate the adequacy of these reserves, the reserves are recorded primarily on a specific identification basis. The Company reported Accounts Receivable as of January 31, 2012 of $15,736.
Property and Equipment
Property and equipment are stated at cost. Expenditures for maintenance and repairs are charged to earnings as incurred; additions, renewals, and betterments are capitalized. When property and equipment are retired or otherwise disposed of, the related cost and accumulated depreciation are removed from the respective accounts, and any gain or loss is included in operations. Depreciation is computed using straight-line method over the estimated useful lives of the assets. The Company reported Property and equipment (Fixed Assets) of $40,314 as of January 31, 2012.
Basic and Diluted Earnings Per Share
Earnings per share are calculated in accordance with the Statement of Financial Accounting Standards No. 128 (SFAS No. 128), "Earnings per share". SFAS No. 128 superseded Accounting Principles Board Opinion No.15 (APB 15). Net income (loss) per share for all periods presented has been restated to reflect the adoption of SFAS No. 128. Basic net income (loss) per share is
based upon the weighted average number of common shares outstanding. Diluted net loss per share is based on the assumption that all dilutive convertible shares and stock options were converted or exercised. Dilution is computed by applying the treasury stock method. Under this method, options and warrants are assumed to be exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period. Basic and diluted loss per share were $(0.00) and $(0.00) for the Year ended January 31, 2012 and 2011 respectfully, and $(0.00) and $(0.00) respectfully.
Stock-based compensation
In December 2004, the FASB issued SFAS No. 123 (Revised 2004), "Share-Based Payment" ("SFAS 123R"), which requires the measurement of all employee share- based payments to employees, including grants of employee stock options, using a fair-value based method and the recording of such expense in the consolidated statements of operations. In March 2005, the SEC issued Staff Accounting Bulletin No. 107 ("SAB 107") regarding the SEC's interpretation of SFAS 123R and the valuation of share-based payments for public companies. The Company adopted SFAS 123R and related FASB Staff Positions ("FSPs") as of February 1, 2006 and recognized stock-based compensation expense using the modified prospective method.
Going Concern
The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company's accumulated deficit was $1,501,012 as of January 31, 2012. If the Company is unable to generate profits and is unable to continue to obtain financing for Its working capital requirements, it may have to curtail its business sharply or cease business altogether.
The Company has taken certain restructuring steps to provide the necessary capital to continue its operations. These steps included, but were not limited to: 1) focus on sales to minimize the need for capital at this stage; 2) financial restructuring by converting part of the outstanding accounts payable to equity; 3) raising equity financing; 4) continuous focus on reductions in cost where possible.
Recent Accounting Pronouncements:
In July 2010, the FASB issued an accounting update to provide guidance to enhance disclosures related to the credit quality of a company's financing receivables portfolio and the associated allowance for credit losses. Pursuant to this accounting update, a company is required to provide a greater level of disaggregated information about its allowance for credit loss with the objective of facilitating users' evaluation of the nature of credit risk inherent in the company's portfolio of financing receivables, how that risk is analyzed and assessed in arriving at the allowance for credit losses, and the changes and reasons for those changes in the allowance for credit losses. The Company is continuing to evaluate the impact of this accounting update on its financial disclosures.
In December 2010, the FASB issued amended guidance related to Business Combinations. The amendments affect any public entity that enters into business combinations that are material on an individual or aggregate basis. The amendments specify that if a public entity presents comparative financial statements, the entity should disclose revenue and earnings of the combined entity as though the business combination(s) that occurred during the current year had occurred as of the beginning of the comparable prior annual reporting period only. The amendments also expand the supplemental pro forma disclosures to include a description of the
nature and amount of material, nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and earnings. The amendments are effective prospectively for business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2010. Early adoption is permitted. The Company will assess the impact of these amendments on its consolidated financial statements if and when an acquisition occurs. In December 2010, the FASB issued amended guidance related to intangibles— goodwill and other. The amendments modify Step 1 of the goodwill impairment test for reporting units with zero or negative carrying amounts.
For those reporting units, an entity is required to perform Step 2 of the goodwill impairment test if it is more likely than not that a goodwill impairment exists. In determining whether it is more likely than not that goodwill impairment exists, an entity should consider whether there are any adverse qualitative factors indicating that impairment may exist. The qualitative factors are consistent with the existing guidance and examples, which require that goodwill of a reporting unit be tested for impairment between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. For public entities, the amendments are effective for fiscal years, and interim periods within those years, beginning after December 15, 2010. Early adoption is not permitted. The Company does not believe that this guidance will have a material impact on its consolidated financial statements.
The FASB has issued amended guidance for subsequent events. The amendment removes the requirement for an SEC filer to disclose a date through which subsequent events have been evaluated in both issued and revised financial statements. Revised financial statements include financial statements revised as a result of either correction of an error or retrospective application of U.S. GAAP. The FASB also clarified that if the financial statements have been revised, then an entity that is not an SEC filer should disclose both the date that the financial statements were issued or available to be issued and the date the revised financial statements were issued or available to be issued. The FASB believes these amendments remove potential conflicts with the SEC's literature. All of the amendments were effective upon issuance (February 24, 2010). The adoption of this guidance did not have a material impact on the Company's consolidated financial statements.
Note 3. Accounts payable and accrued expenses as of January 31, 2012 comprised of the following:
Trade creditors $ 97,990
Note 4. Stockholders Deficit
Convertible Series C Preferred Stock
The Company has 1,000,000 authorized convertible series C preferred shares.
Each preferred share is convertible into 1,000 common restricted shares.
As of January 31, 2012, 810,000 preferred series C convertible shares were outstanding.
The Company has 1,000,000 authorized series C preferred shares.
As of January 31, 2012 100,000 shares were outstanding.
The Company has authorized Ten Thousand (10,000) Authorized shares of Preferred Series B stock has been authorized.
As of January 31,2012 10,000 Series B preferred shares have been issued.
Common stock
During the three month period ended April 30, 2011, the Company increased the authorized share capital to 4,000,000,000 shares.
Note 5. Payables to Financial Institutions
As of January 31, 2011, the Company has payables of $88,400 to various Financial Institutions.
Note 6. Stock Options
A summary of the status of the plan is presented below:
Aggregate,
Weighted Intrinsic
Total Price Value
------- ---------- ----------
Outstanding,
January 31, 2012 4,000,000 $0.07 -
Granted - - -
Cancelled - - -
Exercised - - -
---------- ------ -------
Outstanding,
April 30, 2012 4,000,000 $0.07 -
Granted _- - -
Cancelled - - -
Exercised - - -
Outstanding,
January 31, 2012 4,000,000 $0.07
========== ====== =======
Options outstanding at January 31, 2012 and related weighted average price
Options outstanding at January 31, 2012 and related weighted average price and
Intrinsic value, are as follows:
Weighted Total
Total Average Weighted
Weighted Options Remaining
Average Aggregate
Exercise Out- Life Exercise Options Exercise Intrinsic
Prices standing (Years) Price Exercisable Price Value
------- -------- ------- ----- ----------- ----- -----
$0.05-
0.07 4,000,000 6.71 $0.07 4,000,000 $0.07 --
200 South Andrews Ave.
Suite 703B
Fort Lauderdale, FL 33301
Tel: (954) 903-7856
Fax: (954) 252-4265
E-mail: jonathan@jdlpa.com
November 10, 2012
OTC Markets Group, Inc.
304 Hudson Street, Second Floor
New York, New York 10013
Re: Protek Capital Inc.
Opinion of Counsel regarding Adequate Current Information and
Continuing Disclosure Requirements for period ending July 30, 2012
Dear Sir or Madam:
This firm has acted as legal counsel for Protek Capital Inc. (Protek or the "Company"), and has
been retained for the purpose of preparing this Opinion of Counsel, applying the applicable laws
of the United States, regarding its corporate operations and level of disclosure of corporate
information with regard to the OTC Markets Disclosure Guidelines.
In the course of preparing this opinion, counsel has reviewed the following documents relating to
the Company (together with the date they were posted through the OTC Disclosure and News
Service, if applicable):
• Articles of Incorporation (posted September 14, 2009, June 24, 2011);
• By-Laws (posted September 14, 2009);
• Initial Company Disclosure Statement (posted October 31, 2012)
• Annual Report (posted October 31, 2012 for the Year Ended January 31, 2012)
• Quarterly Report (posted October 31, 2012 for the Quarter Ended July 31, 2012)
• Other related corporate information as were necessary and provided by the
corporation’s management for the purposes of this letter.
Additionally, counsel has personally met with management and a majority of the directors of the
Company.
The opinions and conclusions contained in this Opinion Letter are based upon documentation
and facts made available to this firm, and are solely based on the accuracy of those documents
and facts. Further, counsel has reviewed all prior disclosures posted by Protek with OTC
Disclosure and News Service, as amended. All such information is believed to be accurate and
reliable. In the event that the facts and information in any or all of such documents are
determined not to be true, this opinion is rescinded to and to be deemed null and void. Counsel
has discussed the above documentation, and the underlying assumptions this firm is relying
upon, with the management of the corporation.
The Company has 4,000,000,000 (Four Billion) authorized shares par value $.0001 of
which 3,027,218,472 shares of common stock issued and outstanding as of the date hereof. The
Company is authorized to issue 2,010,000 shares of preferred stock, par value $1, 810,000 shares
outstanding, the rights, privileges, and preferences of which may be set by the Board of Directors
without further shareholder approval.
The party responsible for the preparation of the unaudited financial statements of Protek:
Edward Vakser, Chief Executive Officer, Chairman of the Board of Directors.
For the past 24 years, Edward Vakser has been involved in a multitude of enterprises including
owning the second largest staging company in North Texas. He has been awarded several growth
and performance industry awards and has produced some of the largest Corporate,
Entertainment, and Direct Marketing Industries' events. For over 11 years, Mr. Vakser has been
working on several intellectual property concepts including Artfest International, Inc., The Art
Channel, the Presley Estate, Wrestling, Ultimate Fighting and Extreme Sports, along with a
multitude of art, recording, and performing artists. Mr. Vakser, one of the co-founders of The Art
Channel, created Art Channel as a new network featuring all things creative providing an avenue
to promote artists and their art, to sell high quality reproduction Giclée art and collectibles, and
to provide a proven art collection business opportunity system while delivering true
entertainment and educational values. Mr. Vakser brings marketing, broadcast television,
technological, and financial expertise to enhance and complete the Starfest Direct business plan
and opportunity. Currently, he has been focused on launching Starfest Direct, expanding The Art
Channel Network and Art Channel Galleries businesses, and increasing Artfest International, Inc.
shareholder value while bringing a unique direct business plan with unlimited growth
opportunity to the Starfest Direct dealers.
The Company's Transfer Agent is:
Pacific Stock Transfer Company
4045 S. Spencer Street, Suite 403
Las Vegas, NV 89119
Phone: 702.361.3033
An inquiry to the transfer agent was the source of confirmation of the Protek shares outstanding.
Additionally, a search of the SEC's EDGAR system confirmed that Standard is a registered
transfer agent.
Further, to inquiry of management and directors of the corporation, to the best of this firm’s
knowledge, neither Protek nor any person or entity holding at least five percent (5%) of the
corporation’s stock is currently under investigation by any federal or state regulatory authority
for any violation of federal or state securities law.
No person or entity other than OTC Markets Group is entitled to rely upon this opinion. OTC
Markets Groups, however, is granted full and complete permission and rights to publish this
document via the’ OTC Disclosure and News Service for viewing by the general public and
regulators. The public and OTC Markets Group may rely on the above in determining whether
Protek has made adequate current information publicly available within the meaning of Rule
144(c)(2) of the Securities Act of 1933. However, the information which has been posted via
OTC Disclosure and News Service constitutes adequate current public information, is available
within the meaning of S.E.C. Rule 144(c)(2) of the Securities Act, includes all the information
that a broker-dealer would be required to obtain from an issuer in order to publish a quotation for
its securities pursuant to Rule 15c2-11 under the Securities Exchange Act of 1934, and complies
as to form with the OTC Markets Guidelines for Providing Adequate Current Information.
The author of this letter has been admitted to practice in the State of Florida and is resident of the
United States. Counsel is permitted to practice before the Securities and Exchange Commission
and has not been prohibited from practice thereunder.
Very Truly Yours,
JONATHAN D. LEINWAND, P.A.
By:____________________________
Jonathan D. Leinwand,
United States: Non-U.S. Issuers – Best Approaches To Delisting And Exiting The U.S. Reporting System Through Deregistration Under The U.S. Securities Exchange Act Of 1934
14 October 2009
Article by Ted Farris
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Introduction
Non-U.S. issuers may have compelling reasons to voluntarily delist their securities from U.S. stock exchanges and exit the Securities and Exchange Commission ("SEC") reporting system under the U.S. Securities Exchange Act of 1934 (the "Exchange Act"). Among the incentives to leave the system are cumbersome and expensive Sarbanes-Oxley governance and reporting requirements, the risk of U.S. securities law liabilities, the availability of improved foreign exchanges on which to list outside of the U.S., sufficient availability of capital overseas and in the private market, limited interest in the company's shares resulting in low trading volumes and continuing management distractions that arise from the significant efforts needed to comply with U.S. disclosure and reporting rules.1 While there is no question that a U.S. listing can provide important benefits to some non-U.S. issuers, in many cases the costs and burdens of complying with U.S. requirements clearly outweigh these advantages.
Leaving the U.S. reporting system should not be confused with "going dark" or "going private." After exiting the U.S. SEC regulatory and reporting scheme, foreign private issuers will often continue to maintain non-U.S. listing and trading markets which require public disclosure of material information irrespective of U.S. SEC requirements. In fact the most commonly used method of Exchange Act deregistration by foreign private issuers (Rule 12h-6) and the most commonly used exemption from the initial requirement to register under the Exchange Act (Rule 12g3-2(b)) both require that the issuer maintain a primary non-U.S. trading market. As a recent example, Allianz joined the list of substantial foreign issuers exiting the U.S. system by announcing a voluntary delisting on September 22, 2009. Allianz will focus its trading in Frankfurt, Germany and has delisted from the NYSE and plans to deregister under Rule 12h-6.2
Foreign private issuers may leave the U.S. reporting system in connection with mergers, acquisitions or going private transactions or they may do so through a voluntary exit from the U.S. reporting system.3 This memorandum explains the complicated steps necessary for a non-
U.S. issuer to delist and deregister under the Exchange Act with a focus on issuers that choose to leave the system voluntarily.
The Thresholds for Exchange Act Registration
To determine how to deregister under the Exchange Act and relieve an issuer from its U.S. reporting obligations it is important to understand how Exchange Act reporting obligations arise in the first place. Exchange Act reporting requirements for a U.S. or overseas issuer can be triggered in any or all of the following different and sometimes overlapping ways:
under Section 12(b) if the issuer has shares or ADRs listed on a national securities exchange (such as NYSE or NASDAQ);4
under Section 12(g) based on having over 500 record holders of a class of securities on a worldwide basis and total assets exceeding $10 million on the last day of its fiscal year;5 or
under Section 15(d) by having had a registration statement declared effective under the Securities Act.
Reporting obligations under Sections 12(g) and 15(d) are suspended while obligations under Section 12(b) are in effect. By the same token, obligations under Section 15(d) are suspended while Section 12(g) reporting obligations remain in effect. As a result, each of the three different predicates for registration must be dealt with in turn and Section 12(b) obligations must first be eliminated before those under Sections 12(g) and 15(d) can be attacked.
Delisting and Deregistration under Section 12(b) is the First Step in Leaving the U.S. Reporting System
Foreign private issuers wishing to exit the U.S. equity markets must first voluntarily delist their shares from any national securities exchanges on which they may be listed and deregister them under Section 12(b). This is accomplished under Exchange Act Rule 12d2-2. The issuer is entitled as of right to voluntarily delist its shares or ADSs at any time, and to deregister them under Section 12(b) of the Exchange Act by filing a Form 25 with the SEC pursuant to Rule 12d2-2(c).6 The issuer must give notice of its intention to file the Form 25 and issue a press release announcing and explaining that intention ten days prior to filing the Form 25. The delisting from the NYSE, NASDAQ or other trading market will become effective ten (10) days after filing the Form 25. There is no requirement that the issuer be current on its SEC reporting obligations to delist under Rule 12d2-2(c). The actual termination of registration under Section 12(b) of the Exchange Act does not occur until 90 days after effectiveness of the delisting. Such delisting (and deregistration under Section 12(b)), however, does not suspend the issuer's SEC reporting obligations under Sections 12(g) or 15(d) of the Exchange Act, and those obligations, including obligations to file Form 20-Fs and Form 6-Ks will continue until the issuer deregisters under those other Exchange Act sections. Once the delisting is completed, the issuer must deregister the shares under the Exchange Act under one of the methods referred to above, and only then will it have suspended or terminated the company's public reporting obligations under the Exchange Act.
Deregistration under Section 12(g) and Section 15(d)
Once delisting and deregistration has been accomplished under Section 12(b), then registration and reporting obligations under Section 12(g) may be triggered. Non-U.S. issuers with U.S. listings or Exchange Act reporting obligations have two different regulatory schemes under which they can deregister and cease reporting under both Sections 12(g) and, if applicable, Section 15(d) of the Exchange Act. The first path to exiting the U.S. reporting system following a delisting is under Exchange Act Rules 12g-4 and 12h-3 which are applicable to both U.S. domestic and non-U.S. issuers. Under those rules, an issuer's ability to deregister depends on its having less than 300 holders of record of the relevant class of equity securities on a worldwide basis. In computing the number of record holders, issuers are permitted to use the counting method set forth in Rule 12g5-1 that does not look through the holdings of brokers, dealers, banks or other nominees to beneficial owners. As a result, a company may have many hundreds or even thousands of security holders and still have less than 300 holders of record for this purpose.
The second path to Exchange Act deregistration is available only to foreign private issuers and is provided by Rule 12h-6 which requires that the issuer have a primary trading market outside the U.S. that constitutes at least 55% of its trading in a recent 12-month period. In addition, the issuer must meet either a U.S. trading volume test (the issuer must have had less than 5% of its average worldwide daily trading volume in the U.S. over a recent 12-month period), or show that it has less than 300 holders of record (or less than 300 U.S. resident holders of record) computed using a method of counting record holders resident in the U.S. that requires a modified look through of nominee holders to the underlying beneficial owners.
Which method of deregistration an eligible foreign issuer chooses will depend on its specific circumstances. A company will only rarely meet the criteria for both paths to deregistration. In some unusual cases, however, it could be advantageous for non-U.S. issuers which have suspended their U.S. reporting obligations under the first path to subsequently comply with Rule 12h-6 which affords a more permanent termination (as opposed to just a suspension) of Section 15(d) reporting obligations. Companies with substantial U.S. trading or that lack a primary non-U.S. trading market or which do not meet the definition of "foreign private issuer" are not eligible to use Rule 12h-6. And companies that cannot meet the 300 worldwide holders of record test computed under Rule 12g5-1 will be unable to use the older rules designed to allow companies to suspend or terminate their Exchange Act registration.
Both paths to deregistration are complex, technical and in some respects inconsistent and are described in detail below. For most large companies with widely held shares, Rule 12h-6 will be the path of choice. However, it is important to carefully consider the company's precise situation and all of the facts and circumstances affecting the company before choosing a path to voluntary deregistration.
Definition of a Foreign Private Issuer
Before choosing a path to deregistration, a non-U.S. issuer must first determine whether it qualifies as a "foreign private issuer" as only those companies are eligible to use Rule 12h-6. The term "foreign private issuer" is defined in Rule 3b-4 as any foreign issuer, other than a foreign government, unless it meets the following conditions as of the last business day of its most recently completed second fiscal quarter:
(1) more than 50% of the issuer's outstanding voting securities are directly or indirectly held of record by residents of the U.S.; and
(2) any one of the following:
(a) the majority of the issuer's executive officers or directors are U.S. citizens or residents;
(b) more than 50% of the issuer's assets are located in the U.S.; or
(c) the business of the issuer is administered principally in the U.S.
There can be many interpretive issues in determining whether an issuer qualifies under the criteria in clauses 2(b) and 2(c) above, including questions as to the valuation of the assets, the treatment of non-operating assets or the significance of cash in accounts at U.S. banks and the meaning of "administered principally" in the U.S. when applied to diverse fact situations.
Deregistration under the Exchange Act Sections 12(g) using Rule 12g-4 and Section 15(d) using Rule 12h-3
Prior to the promulgation of Rule 12h-6, a foreign private issuer wanting to deregister would have had to use old Exchange Act Rule 12g-4 to deregister under Section 12(g) and Rule 12h-3 to deregister under Section 15(d) after delisting from any national securities exchange. Under the current versions of those rules which were amended when Rule 12h-6 was adopted,7 an issuer will have to first consider terminating its Section 12(g) reporting requirements using Rule 12g-4, and then must determine whether it has reporting obligations under Section 15(d). If so, then the issuer would need to use Rule 12h-3 to suspend any reporting obligations the issuer may have under Section 15(d) as a result of having filed a registration statement under the Securities Act. Section 15(d) obligations cannot be terminated under Rule 12h-3, so an issuer that uses this rule will have to continually test that it has less than 300 record holders on a worldwide basis on the first day of each fiscal year subsequent to deregistration unless it takes advantage of the Rule 12g3-2 exemptions explained below.
Rule 12g-4 and Rule 12h-3 are the only deregistration rules currently available for U.S. issuers and equally available to non-U.S. issuers, whether or not they qualify under the definition of foreign private issuer and whether or not they are eligible for the Rule 12g3-2(b) exemption described below. Rule 12g-4 can be used if there are less than 300 holders of record on a worldwide basis8 with the number of record holders being counted pursuant to Rule 12g5-1 which does not require a look through to beneficial owners.
The criteria to suspend Section 15(d) reporting obligations under Rule 12h-3 are similar to those under Rule 12g-4. However, under Rule 12h-3(c), a company may not suspend its Section 15(d) reporting obligations in any fiscal year where it has a registration statement declared effective under the Securities Act or "that is required to be updated" pursuant to Section 10(a)(3) of the Securities Act. The SEC has granted no action relief for certain types of registration statements of domestic issuers in this regard. The SEC staff have issued no action letters to the effect that a company can deregister under Section 15(d) using Rule 12h-3 after the first day of its fiscal year if the company withdraws or files post-effective amendments terminating all effective registration statements requiring updates under Section 10(a)(3) (for a foreign private issuer this would be Form F-3 or F-10) before filing its Annual Report (on Form 20-F or 40-F). Once the Annual Report has been filed and incorporated by reference in such a registration statement, then the company would be required to make all mandated filings for that fiscal year, including the Form 20-F or 40-F due after the close of that fiscal year unless it will have no more public shareholders due to a merger or similar transaction or unless it obtains no action relief from the SEC. These issues have been eliminated for issuers deregistering under Rule 12h-6 which focuses on whether a registered public offering has been made in the 12 months prior to deregistration (rather than on the technical question of whether a registration statement has become effective or been updated under Section 10(a)(3) of the Securities Act).
Under Rules 12g-4 and 12h-3, it is possible for a company to be under the 300 holder threshold requirement for holders of record even though it has many hundreds or even thousands of U.S. beneficial owners of that class of securities. This is because, in counting record holders under Rule 12g-4 and Rule 12h-3, in general, under Rule 12g5-1, the issuer need only count the number of registered holders on its shareholder list, those specifically listed in Rule 12g5-1 and the number of participants in DTC (the principal U.S. securities depositary) listed as holding the securities on the issuer's DTC security position listing.9 The logic of this approach is that Rule 12g5-1 provides the same method of counting the number of record holders used for determining whether registration is required in the first place under Section 12(g).
By contrast, Rule 12h-6 has a different and far more onerous method of calculating the 300 record holder threshold for foreign private issuers which requires that the issuer make a limited look through of brokers, dealers, banks and other nominee holders in the U.S., its home country and the country of its primary trading market, to the ultimate beneficial owners. The scope of this inquiry is explained below under "Deregistration of a Foreign Private Issuer under Rule 12h-6".10
Once an issuer has determined that it meets the requirements of Rule 12g-4 and wishes to use that rule to terminate its Section 12(g) reporting obligations, the issuer would have to file a Form 15 certifying the foregoing. The issuer's reporting obligations under Section 12(g) are suspended immediately upon filing the Form 15, and (unless the SEC seeks to challenge the certification) termination of registration under Section 12(g) takes effect 90 days after filing the Form 15 or on an earlier date determined by the SEC. The SEC has the authority to deny such a request for termination, but has rarely done so. The SEC will almost never accelerate the 90-day period.
Furthermore, an issuer may suspend, but not terminate, its reporting obligations under Section 15(d) with respect to a class of securities that was registered, but is held by fewer than 300 record holders as of the beginning of the fiscal year (computed under Rule 12g5-1 without a look through). To rely on the automatic statutory exemption in Section 15(d), Rule 15d-6 requires that the issuer notify the SEC of such suspension within 30 days of its fiscal year end on a Form 15. Alternatively, if the issuer has fewer than 300 security holders at any time (i.e., not just on the first day of its fiscal year), the issuer may rely on Rule 12h-3. That Rule provides that an issuer may suspend its Section 15(d) reporting obligation with respect to a class of securities at any time that such securities are held by fewer than 300 record holders (again as computed under Rule 12g5-1).
In order to be eligible to use Rule 12h-3, an issuer must certify that it has made all of the required filings for the most recent three fiscal years and the portion of the current year preceding reliance on the rule. In addition, the company must have a good faith belief that it has under 300 shareholders of record when it files its Form 15. The Form 15 required under both Rule 12g-4 and Rule 12h-3 can be and almost always is filed at the same time on the same filing. Please note that because of the timing of notice, filing and effectiveness of Form 25 described above, a listed company cannot file a Form 15 until a minimum of 20 days after it announces its intention to delist. If the company's shareholders of record change during that period so that the company has more than 300 record holders due to broker distributions or "kick-outs" of shares to beneficial owners, due to ordinary trading or because of the intentional actions of the company's shareholders, the company may not be able to file the Form 15 and may find itself trapped as a U.S. reporting company.
Although Rule 12g-4 allows the termination, rather than the suspension of an issuer's Section 12(g) reporting obligations, in the event that the number of record holders worldwide again rises above the 500 record holder threshold under Section 12(g) or the 300 record holder threshold under Section 15(d), a foreign private issuer would need to re-register its shares under Section 12(g).11 To avoid this result the issuer can take advantage of the information supplying exemption provided by Rule 12g3-2(b), or the less than 300 U.S. beneficial owner exemption in Rule 12g3-2(a) (each of which are described below), to avoid having to reregister even if it crosses these thresholds. The Section 15(d) threshold obviously is the one most likely to be applicable since it is triggered at 300 record holders on the first day of any fiscal year. Thus if the number of record holders of the class of equity securities with respect to which Section 15(d) reporting obligations have been suspended subsequently exceeds the 300 record holder threshold at the beginning of any fiscal year, the issuer's reporting obligations are automatically reactivated.12 However, since this is only an annual calculation it gives issuers time to take steps in the interim to reduce the number of holders (such as a reverse split, merger, stock repurchase program or tender offer to avoid exceeding the threshold), or, if eligible, to take advantage of either the Rule 12g3-2(a) or Rule 12g3-2(b) exemptions described below.
Issuers should be aware that certain company Exchange Act obligations continue for an additional 90 days after filing a Form 15 (or Form 15F) until effectiveness of the deregistration, including obligations to file certain tender offer statements. What obligations the issuer is subject to during this period depends on whether it was registered under Section 12(g) or Section 15(d). As a result, if a Regulation 14D tender offer is conducted during this 90-day waiting period, third parties may still be subject to the rules and disclosure obligations governing tender offers if the issuer is registered under Section 12(g). In addition, shareholders continue to be required to file Schedule 13Ds and Schedule 13Gs until expiration of the 90-day period following filing of the Form 15 or Form 15F if those requirements were in effect prior to such filing because the issuer was subject to Section 12(g). Issuers registered only pursuant to Section 15(d) would not be subject to these requirements. Issuers that did not qualify as foreign private issuers when they deregistered would also continue to be subject to the proxy rules and Section 16 reporting, as applicable, for the 90-day period prior to effectiveness of the Form 15 if they were subject to those rules prior to filing the Form 15.
Deregistration of a Foreign Private Issuer under Rule 12h-6
Rule 12h-6 is available only to foreign private issuers. It is available neither to foreign governments nor to U.S. domestic companies. Rule 12h-6 is particularly advantageous for foreign private issuers in that it provides an alternative quantitative benchmark for measuring relative U.S. market interest for the issuer's securities based on the U.S. trading volume of such securities. While previously, the 300 record holder test was the only such measure, Rule 12h-6 includes a test for terminating registration under Sections 12(g) and 15(d) if a foreign private issuer's U.S. average daily trading volume is less than 5% of its worldwide average daily trading volume. The Rule also provides an alternative 300 record holder test with a look through provision that is easier to administer than the look through provision under Rule 12g3-2(a). Furthermore, it allows termination rather than just suspension of Section 15(d) reporting obligations.
Foreign private issuers wishing to use Rule 12h-6 to deregister must meet the following basic criteria:
First – All required SEC filings must have been made: An issuer must have had reporting obligations under Section 13(a) or 15(d) of the Exchange Act, and must have made all required filings for 12 months prior to the deregistration including its Form 20-F for the prior fiscal year ended if due prior thereto.
Second – No registered offerings in the last 12 months: The issuer must not have sold any securities in the U.S. in a registered offering during the 12 months prior to the deregistration filing other than (i) to its employees; (ii) through sales by security holders in non-underwritten offerings; (iii) upon the exercise of pro rata rights; (iv) under a dividend reinvestment plan; or (v) on conversion of convertible securities or exercise of warrants. This formulation resolves many of the issues surrounding use of Rule 12h-3(c) which is not available to issuers that have had a registration statement (such as a Form S-3, F-3 or F-10) recently updated pursuant to Section 10(a)(3) of the Securities Act by filing of an Annual Report.
Third – Non-U.S. primary trading market: The issuer must have maintained a non-U.S. listing that constituted at least 55 percent of the trading (based on the number of underlying equity shares) during a recent 12-month period ending no more than 60 days before the deregistration form (Form 15F) is filed with the SEC.
Fourth – Deregistration criteria of either less than 5% ADTV or less than 300 (US or worldwide) record holders: A foreign private issuer meeting these three basic requirements may use Rule 12h-6 if it meets either of the following tests, which are explained in further detail below:
(1) 5% U.S. average daily trading volume test ("ADTV"): The average daily trading volume of the issuer's shares in the United States for a recent 12-month period ending within 60 days of filing the required Form 15F must be no more than 5% of the ADTV in the issuer's equity shares on a worldwide basis for the same period;
(2) 300 record holders tests: Within 120 days prior to the date on which the issuer files a Form 5F, the class of securities that is the subject of the filing is held of record by (i) less than 300 holders of record on a worldwide basis, or (ii) less than 300 holders of record resident in the United States;
Calculation of 5% U.S. trading volume test: When calculating U.S. trading volume, an issuer must take into account all trading of the subject class of securities, including off exchange transactions, trading in the Pink Sheets and OTC Bulletin Board markets. When calculating worldwide trading volume, an issuer is permitted to include off-exchange transactions from sources that are reasonably reliable and not duplicative of other trading volume information, including those transactions that may occur through alternative trading systems. Sources of information for off-exchange transactions may include market vendors, commercial service providers and publicly available sources of market information; or
Record holders test under Rule 12h-6: In counting record holders under Rule 12h-6 (as opposed to Rule 12g-4), the issuer must make an inquiry to nominees to look through to the number of holders of securities held by U.S. residents in the accounts of brokers, dealers, banks and other nominees, except that the inquiry can be limited to brokers, dealers, banks and other nominees located in the U.S., in the issuers' jurisdiction of organization and in its primary trading market. The issuer must count as U.S. residents securities indicated in publicly filed reports as being owned by U.S. persons or where other reliable information provided to it indicates that the securities are held by U.S. residents. Good faith reliance on information service providers in the business of assisting issuers with counting security holders is permitted. If notwithstanding a reasonable inquiry, the issuer is unable to determine U.S. holdings for certain accounts, the issuer can assume the customers are residents of the country where the nominee has its principal place of business.
Fifth – Twelve-month waiting period: Finally, if the issuer has delisted from a U.S. exchange or terminated a sponsored ADR facility, and if in either case it did not meet the U.S. average daily trading volume condition at such time, then at least 12 months must have passed since such delisting or sponsored ADR facility termination before the company can deregister under Rule 12h-6 in reliance on the 5% ADTV test. It should be noted that this waiting period does not apply if the deregistration under Rule 12h-6 is based on the issuer having less than 300 record holders. However, a company that is prevented from deregistering under Rule 12h-6 because of the 12-month waiting period, can nevertheless proceed to deregister under Rules 12g-4 and 12h-3 during the waiting period if the company has less than 300 record holders worldwide and then immediately take advantage of the Rule 12g3-2(b) information supplying exemption. Those rules (unlike Rule 12h-6) do not require any look through to U.S. beneficial owners and therefore an issuer may be eligible to use Rule 12g-4 even though it was not eligible to use Rule 12h-6's less than 300 record holder criteria. Once the 12-month waiting period has passed, the issuer may be able to file a Form 15F and permanently terminate its Section 15(d) obligations which could have an advantage if the issuer is not able to benefit from the Rule 12g3-2 exemptions. Note that the procedure is expressly provided for in the Rule only for issuers that deregistered prior to adoption of Rule 12h-6. That procedure still requires that the 5% ADTV test (if used) be met for a 12-month period but eliminates the 12-month waiting period if at the time of delisting, or sponsored ADR facility termination, the ADTV test was not met.13 Issuers that deregister under Rule 12g-4 and 12h-3 subsequent to the adoption of Rule 12h-6 would not have the benefit of this special provision and therefore presumably would still be subject to the 12-month waiting period if they delisted when they did not meet the ADTV test.
Procedure and Timeline
Filing requirement: In order to deregister under Rule 12h-6, a foreign private issuer must file a Form 15F certifying that it meets the above requirements to suspend reporting requirements under Rule 12h-6, as listed above. An issuer's reporting obligations are immediately suspended upon the filing of the Form 15F. A 90-day waiting period follows, after which, if the SEC has not objected, the Form 15F becomes effective and the issuer's reporting obligations are permanently terminated. As noted above under the discussion of Rule 12g-4 and 12h-3, during this 90-day period, the issuer may be subject to certain tender offer and other rules which it was subject to prior to filing the Form 15F.
Notice of termination requirement: Either before or at the time the Form 15 is filed, the issuer must provide public notice of its intent to deregister. The notice must be published through a means "designed to provide broad dissemination of the information to the public in the United States," such as a press release. The issuer is also required to submit a copy of such notice to the SEC, either as a Form 6-K filing, or as an exhibit to the Form 15F when it is filed.
If the SEC denies the Form 15F or the issuer withdraws it, the issuer is required to file or submit all reports that would have been required had the Form 15F not been within 60 days of the date of the denial or withdrawal.
U.S. Pink Sheets
After delisting and continuing after deregistration, the company's shares or ADSs often continue trading in the U.S. in the over-the-counter market in the Pink Sheets. This trading does not subject the company to any Exchange Act reporting requirements. If securities that are delisted from the NYSE or NASDAQ are already quoted in the Pink Sheets, any market maker that had been quoting the security for the 30 days prior to delisting could continue to make a market in the Pink Sheets after delisting. The security would then become "piggy-back qualified" the same day it is delisted, which means that any other market maker can then enter its quotes in the Pink Sheets without going through the usual procedures for initiating a quote. If a "piggy-back qualification" is not available, then the company can choose whether to undertake the fairly simple process of initiating a quote on the Pink Sheets. Once delisted from an Exchange, the Company will typically get a new Pink Sheets trading symbol.
Because Pink Sheets companies need not be subject to SEC reporting requirements, the level of information available about them varies greatly. There are several different market tiers to denote the level of information that is available about each Pink Sheets company. Despite an issuer's best intentions, it is not always possible to prevent trading in the Pink Sheets. However, most foreign private issuers with non-U.S. primary trading markets will not make any effort to facilitate Pink Sheets trading following delisting and deregistration under the Exchange Act.
ADR Programs
Listed companies with outstanding ADRs will generally want to terminate their sponsored ADR programs in connection with delisting and deregistering under the Exchange Act.14 Termination of an ADR program is governed by the deposit agreement itself rather than any SEC rules and such programs can typically be terminated on 30 days' notice to the depositary bank. However, companies can choose to continue level one sponsored (or unsponsored) ADR programs without triggering Exchange Act reporting, provided that the issuer complies with the Rule 12g3-2(b) information supplying exemption. Such ADR programs can trade in the over-the-counter market (i.e., in the Pink Sheets) but not on the OTC Bulletin Board or any national securities exchange.
Rule 12g3-2(a) – Exemption from Registration
Rule 12g3-2(a) provides a separate exemption from Exchange Act registration under Section 12(g) exclusively for foreign private issuers that would otherwise be required to register under Section 12(g) because they have more than 500 holders of record, provided that each class of the foreign private issuer's equity securities are held by less than 300 U.S. residents. Rule 12g3-2(a) is an exemption for companies that are not yet registered under Section 12(g). It is not a method of deregistering under the Exchange Act and a Form 15 or Form 15F cannot be filed solely on the basis of compliance with Rule 12g3-2(a). Companies utilizing the exemption from registration provided by Rule 12g3-2(a) should monitor their compliance with that rule and should consider the need or desirability of complying with the Rule 12g3-2(b) information publication exemption described below in order to indefinitely maintain their exemption from registration.
Rule 12g3-2(a) requires that an issuer count any securities held by a broker, dealer, bank or nominee for the accounts on U.S. residents. The issuer can rely on the nominee holders as to the number of such separate accounts.
As a result, an issuer with less than 300 U.S. resident holders (computed using the look through in 12g3-2(a)) will be exempt from registration even though it has more than 500 record holders worldwide (computed without the look through pursuant to Rule 12g5-1).
Rule 12g3-2(b) – Information Publication Exemption
Rule 12g3-2(b) provides a self-executing exemption from SEC reporting for foreign private issuers that have a primary foreign listing and that publish material information they make public in their home country. Issuers deregistering under Rule 12g-4 or Rule 12h-6 may immediately claim the Rule 12g3-2(b) exemption upon the effectiveness of their Form 15 or Form 15F. Among other things, the exemption provided by Rule 12g3-2(b) effectively allows a foreign private issuer to have its equity securities traded on a limited basis in the U.S. over-the-counter markets, such as a so-called level one ADR program, even though the issuer has not registered and is not reporting under the Exchange Act.
Compliance with the Rule 12g3-2(b) exemption also is also designed to make available sufficient public information so that a broker-dealer can quote the securities under Rule 15c2-11 and so that the securities will be deemed eligible for resale under Rule 144A.15
The Rule 12g3-2(b) exemption is self-executing and requires that the issuer make public specified home country disclosure documents on its website in English or through a public electronic delivery system. The Rule requires that:
(1) the issuer maintain a foreign listing in its primary trading market such that 55% of the issuer's trading is in that market (in certain instances two foreign markets can be aggregated so long as the trading in at least one of those two markets is larger than the trading in the U.S.);
(2) (a) the issuer publish any information that it has:
(i) made public or been required to make public pursuant to the laws of its home country;
(ii) filed or been required to file with, and made publicly available by, the principal stock exchange in its primary trading market; and
(iii) distributed or is required to distribute to its security holders.
(b) Only material information is required to be published, but at a minimum the issuer must publish:
(i) its annual report;
(ii) interim reports that include financial statements;
(iii) press releases; and
(iv) communications and documents distributed to security holders.
In some cases, an English summary may be submitted rather than a full translation.
(3) the issuer must not have an existing Exchange Act reporting obligation; and
(4) the issuer, to maintain the exemption, must keep publishing in compliance with the rule, must maintain its foreign listing and must not become subject to Exchange Act reporting obligations.
The Rule is not available to Canadian MJDS issuers that have filed an effective MJDS registration statement. However, a Canadian issuer can claim the exemption if it has exited from the U.S. reporting system as described in this Memorandum.
Alternatives if the Issuer Cannot Meet the Tests for Deregistration in Rules 12g-4 and 12h-3 or 12h-6.
If an issuer cannot meet any of the criteria for deregistration and is unable to take advantage of the exemption provided by Rule 12g3-2(a) or (b), its options are somewhat limited and can involve complex and intrusive disclosure requirements. A reverse stock split, tender offer or open market purchases by the issuer or any affiliate designed to reduce the number of shareholders (or U.S. resident shareholders) of record or to reduce U.S. trading volume below the benchmark for deregistration in Rule 12h-6 would most likely trigger the extensive going private requirements for filing and disclosure mandated by Exchange Act Rule 13e-3 and Schedule 13E-3. Rule 13e-3 is intended to give security holders one last chance to get detailed information about an issuer before it deregisters under the Exchange Act and take action in connection therewith. Rule 13e-3 requires, among many other things, extensive disclosures regarding the fairness of the transaction and the alternatives considered, and requires the issuer and any other participant in the Rule 13e-3 transaction to take a public position on the fairness of the transaction. It is expensive and time consuming to make a Schedule 13e-3 filing and such filings are almost always reviewed by the SEC. However, for an issuer determined to escape the U.S. reporting regime, the burdens of a Rule 13e-3 filing may be well worth the effort and expense.
Conclusion
The considerations for the Board of Directors of a foreign private issuer in making the decision to deregister a class of its securities are complex and require careful consideration. Because the methods of deregistering can be quite technical, it is important to have an experienced adviser help with the process. The Board's duties in connection with any such decision would be matters of the laws of the issuer's home jurisdiction.
The new owner may want to look at this list of top private equity firms worldwide to raise money,capital raised in the billions!!!!
Largest private equity firms
http://en.wikipedia.org/wiki/List_of_private_equity_firms
The following is a ranking of the largest private equity firms published in 2011. The ranking was compiled by Private Equity International, which reveals that the world's 50 largest private equity direct investment programs have raised in excess of US$325 billion since 2006.[1] A previous ranking had been published in 2007.[2]
The list includes very few venture capital firms, which tend to be smaller than their leveraged buyout counterparts; for a list of those see List of venture capital firms.
Rank
Name of the firm
Headquarters
Capital Raised as of Apr 2011
(billions of USD)
1
TPG Capital
Fort Worth
$ 50.55
2
Goldman Sachs Capital Partners
New York
$ 47.22
3
The Carlyle Group
Washington DC
$ 40.54
4
Kohlberg Kravis Roberts
New York
$ 40.21
5
The Blackstone Group
New York
$ 36.42
6
Apollo Management
New York
$ 33.81
7
Bain Capital
Boston
$ 29.4
8
CVC Capital Partners
London
$ 25.07
9
First Reserve Corporation
Greenwich, CT
$ 19.06
10
Hellman & Friedman
San Francisco
$ 17.20
11
Apax Partners
London
$ 16.64
12
General Atlantic
Greenwich, CT
$ 15.10
13
Warburg Pincus
New York
$ 15.00
14
Cerberus Capital Management
New York
$ 14.90
15
Advent International
Boston
$ 14.52
16
Permira
London
$ 13.67
17
Oaktree Capital Management
Los Angeles
$ 13.05
18
Terra Firma Capital Partners
London
$ 12.25
19
Providence Equity Partners
Providence, RI
$ 12.10
20
Clayton, Dubilier & Rice
New York
$ 11.40
21
Charterhouse Capital Partners
London
$ 11.27
22
Teachers' Private Capital
Toronto
$ 10.76
23
Madison Dearborn Partners
Chicago
$ 10.60
24
TA Associates
Boston
$ 10.55
25
Silver Lake Partners
Menlo Park, CA
$ 10.50
26
Lone Star Funds
Dallas
$ 10.41
27
Thomas H. Lee Partners
Boston
$ 10.10
28
Cinven
London
$ 15.07
29
Riverstone Holdings
New York
$ 9.67
30
J.C. Flowers & Co.
New York
$ 9.30
31
AXA Private Equity
Paris
$ 9.03
32
AlpInvest Partners
Amsterdam
$ 8.87
33
3i Group
London
$ 8.73
34
Nordic Capital
Stockholm
$ 8.73
35
Fortress Investment Group
New York
$ 8.68
36
EnCap Investments
Houston, TX
$ 8.47
37
Onex
Toronto
$ 8.34
38
Lindsay Goldberg
New York
$ 7.87
39
Citi Capital Advisors
New York
$ 7.80
40
Ares Management
Los Angeles
$ 7.79
41
Summit Partners
Boston, MA
$ 7.75
42
Bridgepoint Capital
London
$ 7.72
43
Marfin
Athens
$ 7.31
44
EQT Partners
Stockholm
$ 7.20
45
NGP Energy Capital Management
Dallas
$ 7.11
46
Energy Capital Partners
Short Hills, NJ
$ 6.59
47
Stone Point Capital
Greenwich, CT
$ 6.40
48
Abraaj Capital
Dubai
$ 6.20
49
Golden Gate Capital
San Francisco
$ 6.11
50
GTCR Golder Rauner
Chicago
$ 6.00
WHAT DOES 15-12G MEAN?
"When a firm “goes dark” it deregisters with the Securities and Exchange Commission (SEC) and delists its shares. Deregistered firms are no longer required to make SEC filings such as annual reports, proxies, 10-Ks, 10-Qs and other important documents. And they’re no longer required to have annual meetings or elect outside directors.
To deregister, a firm files Form 15-12G (Securities Registration Termination) with the SEC stating its intent to deregister, usually by a certain date. Once that date arrives, the stock exchange or NASDAQ prohibits future trading in the shares. The firm’s shares are then relegated to the pink sheets, where liquidity is usually much lower. Although the actual process takes some time, the firm’s share price typically will decline immediately after the “going dark” announcement, since many institutions are prohibited from owning shares of firms that don’t file with the SEC or trade on the exchanges or NASDAQ.
Shareholder Action Plan
The lessons here are several:
If a company you own announces plans to deregister, don’t panic. If the fundamentals are intact, the shares are probably worth owning. Even in the less liquid pink sheets, shares of firms with improving fundamentals will appreciate. However, you should call the firm immediately to assess their plans for ongoing communication with outside shareholders. If you receive answers that indicate communication will be lessened, there may be some governance issues relating to the treatment of outside shareholders. For example, we would find it difficult to own shares of a company that provided only an annual report and had no annual meetings or election of directors.
Make sure the fundamentals are intact. Use the deregistration announcement as an opportunity to perform a thorough review of company prospects. Often a firm will deregister to help hide a deteriorating financial condition, bad accounting or other ailments
Fortune favors the bold. To be a successful investor you must have the courage of your convictions. That means if you’ve done your homework, don’t be afraid to step up to the plate, especially in the face of consensus opinion that’s going the other way. "
What is a Reverse Merger with a Public Shell?
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, 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.
Advantages of Going Public Through a
Reverse Merger or a Public Shell Purchase
•Increased Valuation: Typically publicly traded companies enjoy substantially higher valuations than private companies.
•Capital Formation: Raising capital is usually easier because of the added liquidity for the investors, and it often takes less time and expense to complete an offering.
•Acquisitions: Making acquisitions with public stock is often easier and less expensive.
•Incentives: Stock options or stock incentives can be useful in attracting management and retaining valuable employees.
•Financial Planning: Public company stock is often easier to use in estate planning for the principals. Public stock can provide a long term exit strategy for the founders.
•Reduced Costs: The costs are significantly less than the costs required for an initial public offering.
•Reduced Time: The time frame requisite to securing public listing is considerably less than that for an IPO.
•Reduced Risk: Additional risk is involved in an IPO in that the IPO may be withdrawn due to an unstable market condition even after most of the up front costs have been expended.
•Reduced Management Time: Traditional IPOs generally require greater attention from senior management.
•Reduced Business Requirements: While an IPO requires a relatively long and stable earnings history, the lack of an earnings history does not normally keep a privately held company from completing a reverse merger.
•Reduced Dilution: There is less dilution of ownership control, compared to a traditional IPO.
•Reduced Underwriter Requirements: No underwriter is needed: (a significant factor to consider given the difficulty companies face in attracting an investment banking firm to commit to an offering.)
Disadvantages of being Public
either via a Reverse Merger or an IPO
•Less Confidentiality – complete financial disclosure is required to become publicly held.
•More Public Reporting – Reporting expense is greater because of the need for full disclosure.
•Ownership Dilution – Owners give up some equity percent.
•Greater Time Involvement – Management must devote additional time to public company operations.
•Greater Liability – More company visibility brings a higher level of liability exposure.
•Increased Expense – Higher costs of regulatory compliance for audit, legal and investor relations.
In order for a company to become public they must file S-1: This filing is a pre-effective registration statement submitted when a company decides to go public. Commonly referred to as an "IPO" (Initial Public Offering) filing. A company can merge if they file PREM14A: A preliminary proxy statement relating to a merger or acquisition.
neither were ever filed by RVGD
HERE IS THE DIFFERENCE
1. How does the Company deregister?
The Company deregisters by terminating its reporting company status under the Securities Exchange Act (the "Exchange Act"). This process is started by the Company's filing of a Form 15 under Rule 12g-4(a)(l) (having less than 300 record owners) or 12g-4(a)(2) (having less than 500 record owners and less than $10 million in assets). The Form 15 is very short -only 1 page. If after 90 days from the date the Form 15 is filed, the Company does not get any response from the SEC then the Company would cease to be a reporting company (as of the date the Form 15 was filed).
2. When can the Company stop filing SEC reports?
Immediately upon filing the Form 15, the Company's duty to file SEC reports is suspended (meaning, i.e., no need to file any 8-Ks, 10-Qs, etc.).
3. Can the Company withdrawal the filing of the Form 15 to stop the deregistration process?
Yes. The Company may withdraw the Form 15 before the 90 day waiting period has expired. If the Form 15 is withdrawn during the waiting period, the Company would have 60 days to file any SEC reports it would have been required to file during the time its reporting obligations were suspended.
4. Can shares of the Company continue to be traded on OTC BB as well as Pink sheets?
Once the Form 15 is filed, the shares of the Company will not trade on the OTC Bulletin Board ("OTCBB") but may continue to be traded on the pink sheets. Financial Industry Regulatory Authority ("FINRA) Rule 6530, which specifies the kinds of securities which market makers can quote on the OTCBB, does not permit market makers to quote securities of any issuer that is not required "to file reports pursuant to Section 13 or 15(d) of the Exchange Act." The market makers, therefore, would have to cease quoting the Company's shares on the OTCBB upon the filing of the Form 15 because at that point the Company's reporting obligations are suspended, that is the Company is not required to file SEC reports. The "pink sheets" is an unregulated market and the Company's shares may continue to trade despite the Form 15 filing.
5. If no brokers sponsor the Company to trade on either OTCBB or the pink sheets, what can the Company do to assist shareholders interested in selling or obtaining shares?
If the Company's shares are no longer traded on the OTCBB or the pink sheets, the Company has limited options to assist shareholders interested in selling or obtaining shares. The Company cannot act as an intermediary between shareholders to arrange a sale or purchase of shares (i.e., act as a broker). The Company may offer to repurchase shares directly from shareholders. The Company may also sell restricted shares directly to shareholders in compliance with exemptions from registration under Federal and state securities laws.
6. Does the Company still require the services of a transfer agent?
The Company is not required to keep a transfer agent, but it is advisable to keep track of shareholder records, especially because there will still be shares held in "street name" by Depository Trust, despite the lack of liquidity.
7. If the Company wishes to reverse the decision to deregister, how is that accomplished?
If the Company has ceased to become a reporting company, there are ways for it to become a public company again, though the process is lengthy and can be expensive. The Company would have to file registration statement type information with the SEC (either on Form 10to register as a reporting company under the Exchange Act or an S-1 to register its shares under the Securities Act) and find a market maker to submit a Form 211application with FIATRA for eligibility of the Company's shares to be quoted on the OTCBB.
Well im just stating what istormcloud said, im not actually certain about this new alleged story he claims, I dont see any form filed by REVENGE for IPO by the NYSE maybe somebody on the board can prove me wrong. This list is straight from NYSE www.nyse.com website I dont see RVGD listed anywhere!
IPO Showcase
For the second consecutive year, the NYSE raised more IPO proceeds than any other major exchange, anywhere in the world. In 2008, the NYSE raised $26 billion in IPO proceeds, representing 21% of IPO capital raised on a global basis. Although both U.S. and global IPO activity fell sharply from last year due to challenging market conditions, NYSE Euronext raised the most IPO proceeds worldwide for the 5th consecutive year. In 2008, NYSE Euronext raised approximately $45 billion, followed by Hong Kong which raised $12 billion.
NYSE Euronext listed some of the largest, most recognized companies in 2008. This included the largest U.S. IPO in history, Visa (NYSE: V), which raised $17.86 billion/€11.5 billion, and the second largest European IPO for the year, EDP Renováveis (NYSE Euronext: EDPR), which raised $2.42 billion/€1.566 billion. Other significant IPOs in 2008 included American Water Works (NYSE: AWK), which raised $1.4 billion and Intrepid Potash (NYSE: IPI), which raised $1.1 billion. Both listed on the NYSE.
See Euronext IPOs.
See Alternext IPOs.
Use the drop down list below to sort NYSE and NYSE Arca listed companies by year.
Sort by Year2012201120102009200820072006200520042003
2012 IPO Showcase
Name Symbol Listing Date
Fleetmatics Group PLC FLTX 05 Oct 2012
Javelin Mortgage Investment Corp. JMI 03 Oct 2012
LifeLock, Inc. LOCK 03 Oct 2012
Luxfer Holdings PLC LXFR 03 Oct 2012
Summit Midstream Partners, LP SMLP 28 Spt 2012
Blackstone / GSO Strategic Credit Fund BGB 26 Spt 2012
The Cushing Renaissance Fund SZC 26 Spt 2012
Grupo Financiero Santander Mexico, S.A.B. De C.V. BSMX 26 Spt 2012
National Bank Holdings Corporation NBHC 20 Spt 2012
Spirit Realty Capital, Inc. SRC 20 Spt 2012
Susser Petroleum Partners LP SUSP 20 Spt 2012
Trulia, Inc. TRLA 20 Spt 2012
AdvisorShares STAR Global Buy-Write ETF VEGA 18 Spt 2012
iShares MSCI Frontier 100 Index Fund FM 13 Spt 2012
On Assignment, Inc. ASGN 31 Aug 2012
Blackrock Municipal Target Term Trust BTT 29 Aug 2012
Hatteras Financial Corp. HTSPRA 28 Aug 2012
SilverCrest Mines Inc. SVLC 27 Aug 2012
Hi-Crush Partners LP HCLP 16 Aug 2012
EGShares Beyond BRICs ETF BBRC 15 Aug 2012
The Phoenix Companies, Inc. PNX 13 Aug 2012
CKE Inc. CK 10 Aug 2012
AdvisorShares QAM Equity Hedge ETF QEH 08 Aug 2012
Globus Medical, Inc. GMED 03 Aug 2012
LegalZoom.com, Inc. LGZ 03 Aug 2012
AmREIT, Inc. AMRE 27 Jul 2012
Cohen & Steers Limited Duration Preferred and Income Fund, Inc. LDP 27 Jul 2012
Nuveen Preferred and Income Term Fund JPI 27 Jul 2012
Tortoise Energy Independence Fund, Inc. NDP 27 Jul 2012
Northern Tier Energy LP NTI 26 Jul 2012
Huntington US Equity Rotation Strategy ETF HUSE 25 Jul 2012
Natural Grocers By Vitamin Cottage, Inc. NGVC 25 Jul 2012
Palo Alto Networks, Inc. PANW 20 Jul 2012
Terreno Realty Corporation TRNOPRA 20 Jul 2012
ProShares Ultra Australian Dollar GDAY 19 Jul 2012
ProShares UltraShort Australian Dollar CROC 19 Jul 2012
ETRACS Alerian MLP Index ETN AMU 18 Jul 2012
Chesapeake Lodging Trust CHSPPRA 17 Jul 2012
DHT Holdings, Inc. DHT 17 Jul 2012
Global X SuperIncome Preferred ETF SPFF 17 Jul 2012
Market Vectors Preferred Securities ex Financials ETF PFXF 17 Jul 2012
ProShares UltraPro Financials FINU 12 Jul 2012
ProShares UltraPro Short Financials FINZ 12 Jul 2012
AdvisorShares Global Alpha & Beta ETF RRGR 11 Jul 2012
ALPS Sector Dividend Dogs ETF SDOG 29 Jun 2012
ServiceNow, Inc. NOW 29 Jun 2012
ClearBridge Energy MLP Total Return Fund Inc. CTR 27 Jun 2012
EQT Midstream Partners, LP EQM 27 Jun 2012
MainStay Defined Term Municipal Opportunities Fund MMD 27 Jun 2012
ProShares Short Euro EUFX 27 Jun 2012
Cencosud, S.A. CNCO 22 Jun 2012
First Trust North American Energy Infrastructure Fund EMLP 21 Jun 2012
Huntington EcoLogical Strategy ETF HECO 20 Jun 2012
Sustainable North American Oil Sands ETF SNDS 12 Jun 2012
STREAM S&P Dynamic Roll Global Commodities Fund BNPC 06 Jun 2012
Global X Top Guru Holdings Index ETF GURU 05 Jun 2012
First Republic Bank FRCPRB 04 Jun 2012
AlphaClone Alternative Alpha ETF ALFA 31 May 2012
PIMCO Dynamic Income Fund PDI 25 May 2012
AdvisorShares Global Echo ETF GIVE 24 May 2012
ETRACS Monthly Pay 2xLeveraged Dow Jones Select Dividend Index ETN DVYL 23 May 2012
ETRACS Monthly Pay 2xLeveraged S&P Dividend ETN SDYL 23 May 2012
ProShares USD Covered Bond COBO 23 May 2012
WageWorks, Inc. WAGE 10 May 2012
Western Asset Mortgage Capital Corporation WMC 10 May 2012
New Source Energy Corporation NSE 09 May 2012
PetroLogistics LP PDH 04 May 2012
Tilly’s, Inc. TLYS 04 May 2012
Everbank Financial Corp. EVER 03 May 2012
Pacific Coast Oil Trust ROYT 03 May 2012
Acquity Group Limited AQ 27 Apr 2012
Edgen Group Inc. EDG 27 Apr 2012
Ares Commercial Real Estate Corporation ACRE 26 Apr 2012
ETRACS DJ-UBS Commodity Index 2-4-6 Blended Futures ETN BLND 26 Apr 2012
Nuveen Real Asset Income and Growth Fund JRI 26 Apr 2012
Prudential Short Duration High Yield Fund, Inc. ISD 26 Apr 2012
Guggenheim BulletShares 2016 High Yield Corporate Bond ETF BSJG 25 Apr 2012
Guggenheim BulletShares 2017 High Yield Corporate Bond ETF BSJH 25 Apr 2012
Guggenheim BulletShares 2018 High Yield Corporate Bond ETF BSJI 25 Apr 2012
Market Vectors Morningstar® Wide Moat Research ETF MOAT 25 Apr 2012
Infoblox Inc. BLOX 20 Apr 2012
Midstates Petroleum Company, Inc. MPO 20 Apr 2012
Global X MLP ETF MLPA 19 Apr 2012
RBS China Trendpilot Exchange Traded Notes TCHI 19 Apr 2012
Tumi Holdings, Inc. TUMI 19 Apr 2012
SandRidge Mississippian Trust II SDR 18 Apr 2012
Forum Energy Technologies, Inc. FET 12 Apr 2012
MRC Global Inc. MRC 12 Apr 2012
Oaktree Capital Group, LLC OAK 12 Apr 2012
Market Vectors Fallen Angel High Yield Bond ETF ANGL 11 Apr 2012
Retail Properties of America, Inc. RPAI 05 Apr 2012
Market Vectors International High Yield Bond ETF IHY 03 Apr 2012
GasLog Ltd. GLOG 30 Mar 2012
Rexnord Corporation RXN 29 Mar 2012
Annie’s, Inc. BNNY 28 Mar 2012
Guggenheim BulletShares 2018 Corporate Bond ETF BSCI 28 Mar 2012
Guggenheim BulletShares 2019 Corporate Bond ETF BSCJ 28 Mar 2012
Guggenheim BulletShares 2020 Corporate Bond ETF BSCK 28 Mar 2012
Legg Mason BW Global Income Opportunities Fund Inc. BWG 28 Mar 2012
Regional Management Corp. RM 28 Mar 2012
Teucrium Agricultural Fund TAGS 28 Mar 2012
Vocera Communications, Inc. VCRA 28 Mar 2012
KKR Financial Holdings LLC KFI 26 Mar 2012
Colony Financial, Inc. CLNYPRA 23 Mar 2012
Vipshop Holdings Limited VIPS 23 Mar 2012
Whiting USA Trust II WHZ 23 Mar 2012
ExactTarget, Inc. ET 22 Mar 2012
Vantiv, Inc. VNTV 22 Mar 2012
Direxion NASDAQ-100® Equal Weighted Index Shares QQQE 21 Mar 2012
ETRACS Monthly Pay 2xLeveraged Dow Jones International Real Estate ETN RWXL 21 Mar 2012
Allison Transmission Holdings, Inc. ALSN 15 Mar 2012
Demandware, Inc. DWRE 15 Mar 2012
Russell High Dividend Yield ETF HDIV 15 Mar 2012
Russell Small Cap High Dividend Yield ETF DIVS 15 Mar 2012
Nationstar Mortgage Holdings Inc. NSM 08 Mar 2012
Crescent Capital Finance Group, Inc. CCFG 07 Mar 2012
Provident Mortgage Capital Associates, Inc. PMCA 07 Mar 2012
Select Income REIT SIR 07 Mar 2012
Yelp Inc. YELP 02 Mar 2012
PIMCO Total Return Exchange-Traded Fund TRXT 01 Mar 2012
SPDR MSCI ACWI IMI ETF ACIM 28 Feb 2012
SPDR MSCI EM 50 ETF EMFT 28 Feb 2012
The Cushing Royalty & Income Fund SRF 24 Feb 2012
iShares Asia / Pacific Dividend 30 Index Fund DVYA 24 Feb 2012
iShares Emerging Markets Dividend Index Fund DVYE 24 Feb 2012
Proto Labs, Inc. PRLB 24 Feb 2012
Virtus Global Multi-Sector Income Fund VGI 24 Feb 2012
Avenue Income Credit Strategies Fund ACPRT 21 Feb 2012
iShares Barclays CMBS Bond Fund CMBS 16 Feb 2012
iShares Barclays U.S. Treasury Bond Fund GOVT 16 Feb 2012
iShares Financials Sector Bond Fund MONY 16 Feb 2012
iShares Industrials Sector Bond Fund ENGN 16 Feb 2012
iShares Utilities Sector Bond Fund AMPS 16 Feb 2012
WSP Holdings Limited WH 15 Feb 2012
GSE Holding, Inc. GSE 10 Feb 2012
ProShares UltraPro 10 Year TIPS/TSY Spread UINF 09 Feb 2012
ProShares UltraPro Short 10 Year TIPS/TSY Spread SINF 09 Feb 2012
Cementos Pacasmayo S.A.A. CPAC 08 Feb 2012
EPAM Systems, Inc. EPAM 08 Feb 2012
Global X Permanent ETF PERM 08 Feb 2012
Roundy's, Inc. RNDY 08 Feb 2012
Stifel Financial Corp. SFB 08 Feb 2012
VelocityShares 2x Long Copper ETN linked to the S&P GSCI® Copper Index Excess Return LCPR 08 Feb 2012
VelocityShares 2x Inverse Copper ETN linked to the S&P GSCI® Copper Index Excess Return SCPR 08 Feb 2012
VelocityShares 3x Inverse Natural Gas ETN linked to the S&P GSCI® Natural Gas Index Excess Return DGAZ 08 Feb 2012
VelocityShares 3x Long Crude ETN linked to the S&P GSCI® Crude Oil Index Excess Return UWTI 08 Feb 2012
VelocityShares 3x Long Natural Gas ETN linked to the S&P GSCI® Natural Gas Index Excess Return UGAZ 08 Feb 2012
VelocitySharesTM 3x Inverse Brent Crude ETN linked to the S&P GSCI® Brent Crude Index Excess Return DOIL 08 Feb 2012
VelocitySharesTM 3x Long Brent Crude ETN linked to the S&P GSCI® Brent Crude Index Excess Return UOIL 08 Feb 2012
Platinum Energy Solutions, Inc. FRAC 03 Feb 2012
AVG Technologies N.V. AVG 02 Feb 2012
Dynamic Offshore Resources, Inc. DOR 02 Feb 2012
Greenway Medical Technologies, Inc. GWAY 02 Feb 2012
Matador Resources Company MTDR 02 Feb 2012
U.S. Silica Holdings, Inc. SLCA 01 Feb 2012
Excel Trust, Inc. EXLPRB 31 Jan 2012
First Republic Bank FRCPRA 25 Jan 2012
iShares MSCI Hong Kong Small Cap Index Fund EWHS 12 Jan 2012
iShares MSCI Singapore Small Cap Index Fund EWSS 12 Jan 2012
iShares MSCI World Index Fund URTH 12 Jan 2012
ProShares 30 Year TIPS/TSY Spread RINF 12 Jan 2012
ProShares Short 30 Year TIPS/TSY Spread FINF 12 Jan 2012
ROCKLEDGE SectorSAM ETF SSAM 12 Jan 2012
Direxion S&P Latin America 40 RC Volatility Response Shares VLAT 11 Jan 2012
Direxion S&P RC 1500® Volatility Response Shares VSPR 11 Jan 2012
Direxion S&P RC 500® Volatility Response Shares VSPY 11 Jan
istormcloud said :
read the entire message
:Any of you who are involved in the RVGD scandal should immediately contact your congressmen, senators and the DOJ. I am a private investigator for Doug Pelmear, the following letter is onfile with Interpol. You should all do your part and stand up for Commissioner Myers as he was duped by a con man just like the rest of you. His arraigment is on 10/11/2012, please do your part.
---------- Forwarded message ----------
From: Larry Schwable <lrschwable@gmail.com>
Date: Fri, Oct 5, 2012 at 1:05 PM
Subject: Rich Myers
To: common.pleas@henrycountyohio.com
Honorable John Collier,
Your Honor by now you know who I am. I have a duty to my country and the world, part of that duty involves righting wrongs that I see. Rich Myers was set up by a con man, Peter Collorafi. I will be standing up on behalf of Commissioner Myers as well as will Doug Pelmear. I have been conducting an ongoing investigation into fraud in Northwest Ohio for sometime now as a duty to my country and not for profit. I promise you the following is on file with Interpol and the DOJ.
Interpol,
Gentlemen,
After futher investigation for Doug Pelmear concerning his GREEN Energy Supercar, Peter Collorafi has also been commiting some securities fraud against 435 investors at the NYSE IPO (RVGD),
Mr. Collorafi merely took the assets from (RVGD) and placed them in another company. The first car, the Revenge Verde, which was Mr. Pelmears design idea for his HP2g concept car, was stolen by the alleged designer Peter Collorafi after which Mr. Collorafi chose to defraud hundreds of Northwest Ohioans including Commissioner Rich Myers of Henry County, after the fraud took place Mr. Collorafi then merely changed the name of the car to the Revenge RSC Blade, this is Doug Pelmears Design Idea for a supercar to contain his HP2g GREEN Engine. Mr. Pelmear has all kinds of evidence to this fact. Best regards, Larry
P.S. Because of U.S. vs. Tweel, Silence is your acquiesence, Doug Pelmear and myself will be standing up for Commissioner Rich Myers on his behalf. Thank you.
Your Honor,
In the pursuit of happiness, Rich Myers gave Peter Collorafi, a con man, $25,000.00 as a HUMANITARIAN gift (Charity) for Peter to give to Doug Pemear to help Doug get back on his feet after the loss of his father. Mr. Collorafi never gave Commissioner Myers money to Mr. Pelmear. This would make Mr. Pelmear a witness on behalf of the defense of Mr. Myers.
Rich Myers is being accused unjustly prior to an election after being framed by a con man.
Your Honor I have always respected you and the position you hold, you must do your duty as well. I will be forwarding this letter as a part of my investgative assignment to Interpol.
Best regards, Larry Schwable
I agree, But how can you come out with an alleged IPO when no cars have been sold ??????or no financial statements have been released to share holders, and no pr????
Whats really weird HTOG subsidiary of UPDV is still trading and rising!!!something is defintely fishy!!
Its hard to get out from under the rock when your in 300,000 plus in debt to the public,Petey should defintely be removed as CEO,hopefully the new guy can be better it remains to be seen ............
That's appalling to steal taxpayers money! RVGD is toast! RVGD,wont be at North American Auto Show this coming year!
maybe your right "deregistration"
Both U.S. domestic issuers and foreign private issuers can delist and/or deregister if there are less than 300 holders of record of the relevant class of its securities as defined in Rule 12g5-1. It is possible for a company to have less than 300 holders of record of a class of securities even though it has thousands of beneficial owners of that class of securities. This is because, in counting record holders, in general, the issuer need only count the number of registered holders on its shareholder list and if depositaries are listed, the number of holders for whom the depositary holds securities. For most U.S. issuers, this mean counting the registered holders and adding the number of participants listed in the security position listing of DTC, the principal depositary for U.S. issuers.5 For purposes of determining whether the Company has less than 300 holders of record, Rule 12g5-1 has been interpreted to mean that an issuer does not have to further “look through” DTC participants to the ultimate beneficial owners. Many companies may therefore be eligible to delist and “go dark” without management or the board of directors even being aware of the possibility.
Foreign private issuers can also delist and deregister under Exchange Act Rule 12h-6 but that Rule requires the company to have and maintain a foreign listing which is its primary trading market. Since the non-U.S. company would still be listed on a non-U.S. Exchange, using Rule 12h-6 would not technically be “going dark,” although it would involve withdrawal from the U.S. reporting system.6
Delisting and Deregistration under Section 12(b)
The “going dark” rules are simple in conception, but can be complex and highly technical in their practical application. The first step for a listed issuer is to delist. Listed issuers are entitled to delist their securities voluntarily and to deregister them under Section 12(b) of the Exchange Act by filing a Form 25 with the SEC. The issuer must give notice of its intention to file the Form 25 and issue a press release announcing that intention ten days prior to filing the Form 25. The delisting will become effective ten days after filing the Form 25 and most SEC reporting obligations are suspended on that date. However, the actual termination of registration under Section 12(b) does not occur until 90 days after effectiveness of the delisting.7
Deregistration under Section 12(g) and Suspension of Reporting Obligations under Section 15(d)
Once delisted, a company may nonetheless be required to continue reporting pursuant to Section 12(g) of the Exchange Act if it has more than 500 holders of record and total assets exceeding $10 million, or pursuant to Section 15(d) of the Exchange Act if it at any time had an effective Registration Statement under the Securities Act of 1933.8 To avoid this result, a company can deregister under Section 12(g) and suspend its reporting obligations under Section 15(d) if it has less than 300 shareholders of record.9 Section 15(d) reporting obligations may be automatically suspended if the issuer had less than 300 shareholders of record10 on the first day of its fiscal year. In either case, the company will need to file a Form 15 certifying that the number of shareholders of record of the class of securities to be deregistered is less than 300 persons to deregister under Section 12(g) and, if applicable, suspend its reporting obligations under Section 15(d).11 Note that Section 15(d) obligations can never be terminated in this manner, they can only be suspended.12 After “going dark,” an issuer’s reporting obligations can be reinstated if the issuer exceeds the limit on the number of record holders on the first day of any fiscal year after it files a Form 15. For example, brokers and other institutions holding shares in street name can elect to cease holding the shares in that capacity, and cause the transfer agent to record the shares directly in the name of the persons for whom they hold the securities. In such a case, each beneficial owner will become a record holder, and the stockholder count may exceed the limits. To avoid having to reregister, companies which have “gone dark” should carefully monitor the number of record holders they have during the year, and take steps (such as a reverse stock split or stock repurchase or tender) to ensure that they continue to have less than 300 record holders before the applicable test dates under Sections 12(g) and 15(d).
Timeline for Deregistration
An issuer’s periodic reporting obligations under the Exchange Act will be suspended immediately upon its filing of a certification on Form 15 that it has less than 300 holders of record.13 Deregistration under Section 12(g) will become effective 90 days after filing the Form 15. The SEC has the authority to deny such a request for termination, but has rarely done so. The SEC will not accelerate the 90-day period.
Set forth below is a timeline outlining the significant procedural steps in a typical “going dark” transaction for a domestic listed company.
Day 1:
The company files written notice of intent to file a Form 25 with the stock exchange pursuant to Rule 12d2-2(c)(2)(ii), issues a press release and files a Form 8-K announcing that it is delisting and “going dark,” and the reasons therefore. This information should also be placed on the company Web site.
Day 10
The company files Form 25 with the stock exchange and announces the same.
Day 11:
The company stock continues trading or shortly thereafter begins trading in the Pink Sheets.
Day 20:
The company files a Form 15 to deregister its shares under the Exchange Act. The Form 15 may not be filed prior to the effective date of the Form 25 (ten days after filing).
The company issues a press release announcing deregistration.
Day 100:
Section 12(b) deregistration becomes effective.
Day 110:
The 90-day period after filing of Form 15 passes making effective the deregistration of the company’s stock under Exchange Act Section 12(g) and the suspension of reporting obligations under Section 15(d), if applicable.
Filing the Form 15 will immediately suspend the Company’s reporting obligations under Section 13(a) of the Exchange Act making it no longer necessary to file Forms 10-K, 10-Q or 8-K, or in the case of a foreign private issuer, Forms 20-F or 6-K. However, certain other Company reporting obligations continue for an additional 90 days, including obligations to file proxy statements and tender offer statements. As a result, if a proxy solicitation for an acquisition transaction is conducted during this 90-day waiting period, it will still be subject to the rules and disclosure obligations governing proxy statements. In addition, shareholders continue to be required to file Schedule 13Ds and Schedule 13Gs until expiration of the 90-day period following filing of the Form 15 and Section 16 reporting obligations also continue until such date.
Traps for the Unwary
Under Rule 12h-3(c), a company may not suspend its Section 15(d) reporting obligations in any fiscal year where it has a registration statement declared effective under the Securities Act or “that is required to be updated” pursuant to Section 10(a)(3) of the Securities Act. However, the SEC has granted no action relief for certain Form S-3 and Form S-8 registration statements in this regard. The SEC has orally stated to us and granted no action letters to the effect that a company can “go dark” after the first day of the fiscal year if the company withdraws all effective registration statements requiring updates under Section 10(a)(3) (e.g., Form S-3s14) before filing its Form 10-K. Once the Form 10-K has been filed and incorporated by reference in such a registration statement, then the company will be required to make all mandated filings for that fiscal year, including the Form 10-K due after the close of the fiscal year unless it obtains no action relief from the SEC.15
In addition, the company must have a good faith belief that it has under 300 shareholders of record when it files its Form 15. Yet a listed company cannot file a Form 15 until at least 20 days after it announces its intention to “go dark.” If the company’s shareholders of record change during that period so that the company has more than 300 record holders due to broker distributions or “kick-outs” to beneficial owners, to ordinary trading or due to the intentional actions of the company’s shareholders, the company may not be able to file the Form 15. A broker “kick-out” occurs when a street name or nominee holder determines it no longer wants to serve in that position and distributes the shares to the beneficial owners, thus increasing the number of record holders. This is always a difficult risk to quantify for companies considering a delisting and Exchange Act deregistration.
Pros and Cons of “Going Dark”
The following chart briefly summarizes some of the pros and cons of “going dark.” Of course, these factors will have different weight for different companies depending on the circumstances. It is important for the board of directors to consider and review the specific factors most important to its company and in particular to obtain a detailed analysis of the cost savings expected from “going dark.”
Pros
Cons
1. Significantly lower operating costs and management time commitment for compliance and reporting activities. Sarbanes-Oxley Act compliance is also no longer needed.
1. If the company “goes dark,” but later somehow finds itself back over the 300/500 stockholder limit at a test date, it will once again be subject to SEC reporting requirements.
Securities laws and the Pink Sheets may require some level of ongoing disclosure to stockholders. Annual stockholder meetings are still required.
2. D&O insurance costs may be decreased.
2. Stockholders may bring litigation against the board of directors for, among other things, (a) breach of fiduciary duty caused by decreased liquidity and trading price resulting from “going dark,” if that in fact occurs, (b) insider trading by officers and directors on the basis of material non-public information (because no periodic reports have been filed or adequate information released), or (c) repurchases by the corporation on the basis of material non-public information.
3. Personal liability of officers and directors, particularly certifying CEOs and CFOs, is reduced.
3. The absence of public exposure decreases not only the financial markets presence of the company, but can also hurt the company’s business. The securities of an unlisted non-reporting company will (a) be substantially less useful as currency for acquisitions, and (b) be significantly less attractive to employees for equity based compensation.
4. The stock will continue to trade on the Pink Sheets.
4. Trading volumes and analyst coverage will likely be significantly lower.
5. Less public scrutiny and disclosure, making it easier to keep confidential such matters as competitive business information and executive compensation.
5. The company will remain subject to anti-fraud provisions of state and federal securities laws.
The reduced governance and oversight requirements can result in an increase in conflict transactions, and even breaches of the duty of loyalty and a decreased focus on stockholders as a constituency.
6. The company will have greater freedom to explore possible extraordinary corporate transactions.
6. Stockholders may think the decision to “go dark” means that the company is in play or is trying to hide something.
7. Corporate governance requirements can be simplified. For example, it would not be necessary to have a majority of independent directors and the board of directors may be decreased in size.
7. “Going dark” will likely reduce liquidity in the trading market for the company’s securities and can sometimes result in a significant decrease in trading prices.
8. Many companies which “go dark” are sold or cease doing business within a few years after “going dark.”
Conflicts of Interest
In some cases, conflicts of interest may exist on the board of directors or among shareholders with respect to “going dark.” Large shareholders or a group of controlling shareholders can sometimes be less interested in a public trading market than non-affiliated shareholders would be. Such large shareholders and/or senior management may prefer to operate as a private company and seek M&A opportunities without the burdens of public company disclosures, including Section 16 and Schedule 13D filings. Even though no “going private” transaction is contemplated in such cases, it may be nevertheless desirable to have a special committee of independent disinterested directors consider the decision to “go dark.” The special committee should be able to retain and consult with its own legal and financial advisors in accordance with procedures and practices which have been developed and become customary in the U.S. in change of control and “going private” transactions.
Trading in the Pink Sheets
After “going dark,” the company’s shares would generally continue trading in the Pink Sheets. This can be done without subjecting the company to any Exchange Act reporting requirements. If securities that are delisted from NASDAQ are already quoted in the Pink Sheets, any market maker that had been quoting the security for the 30 days prior to delisting could continue to make a market in the Pink Sheets after delisting. The security would then become “piggy-back qualified” the same day it is delisted, which means that any other market maker can then enter its quotes in the Pink Sheets without going through the usual procedures for initiating a quote. If a “piggy-back qualification” is not available, then the company can undertake the fairly simple process of initiating a quote on the Pink Sheets. Once delisted from NASDAQ the Company will get a new Pink Sheets trading symbol.
Trading prices typically decline when a company moves from a stock exchange to the Pink Sheets. Because Pink Sheets companies are not subject to SEC reporting requirements, the level of information available about them varies greatly. There are several different market tiers to denote the level of information that is available about each Pink Sheets company.
OTCQX: This market includes the newest and highest tiers of the Pink Sheets market. OTCQX has U.S. and International tiers and was designed to compete with the London Stock Exchange’s much larger AIM Market. OTCQX requires a designated advisor for disclosure (DAD) or Principal American Liaison (PAL). OTCQX has listing requirements and has both standard and “premier” tiers within OTCQX for both U.S. and foreign components. There are both application and listing fees for OTCQX. OTCQX describes itself as an alternative to a listing for non-reporting U.S. and foreign companies. OTCQX says it is designed to appeal to more seasoned non-reporting issuers. However, there are currently only 12 U.S. domiciled companies listed on the U.S. tier of OTCQX, so it remains to be seen whether OTCQX will attract a significant number of issuers.
Adequate Public Information: Issuers are considered to have adequate current information publicly available if they provide the required disclosures (described below) through the OTC Disclosure and News Service no later than 90 days after the end of any fiscal year (the “Annual Report”) and 45 days after the end of each fiscal quarter (the “Quarterly Report”). Issuers also need to provide updates within 10 business days (“Current Report”) in the event that any of the information contained in any disclosure statement has become materially inaccurate or incomplete, or upon the occurrence of certain material events (described below).
Limited Information: This category is designed for companies with financial reporting problems, economic distress, or in bankruptcy to make the limited information they have publicly available. The “Limited Information” category also includes companies that may not be troubled, but are unwilling to meet the guidelines for providing adequate public information described above. In order to qualify for this category, companies must have posted limited financial information not older than six months through the OTC Disclosure and News Service, or have filed interim, quarterly, or annual reports with the SEC with a period end date within the previous six months.
No Information: Companies in the “No Information” category are not able or willing to provide disclosure to the public markets -- either to a regulator, an exchange or Pink Sheets, or if they do, the available information is older than six months. This category includes defunct companies that have ceased operations as well as “dark” companies and/or companies with non-standard management and market disclosure practices. Most Pink Sheets companies are currently in this category.
Grey Market: There are no market makers in securities categorized as Grey Market. These securities are not listed, traded or quoted on any stock exchange, or any OTC market. Trades in grey market stocks are reported by broker-dealers to their Self Regulatory Organization (“SRO”) and the SRO distributes the trade data to market data vendors and financial websites so investors can track price and volume.
Caveat Emptor: There is a public interest concern associated with companies in this category, which may include spam campaigns, questionable stock promotions, known investigations of fraudulent activity committed by a company or insiders, regulatory suspensions, or disruptive corporate actions. During the time it is labeled Caveat Emptor, any stock that is not in the Current Information category will also have its quotes blocked on pinksheets.com.
The market tier of an issuer’s securities is indicated by symbols next to the quote on pinksheets.com. The company’s board of directors will wish to consider where the company should continue to disclose sufficient information to qualify for the Adequate Public Information category or the Limited Information category. Of the companies in the top three tiers for non-reporting issuers, approximately 26% are in the Adequate Public Information tier, 11% are in the Limited Information tier and 63% are in the No Information tier.
In order to trade in the Adequate Public Information category, an issuer needs to make the continuing disclosures described in Annex A. This could include preparing a substantially more abbreviated version of the company’s Annual Report on Form 10-K, which would include the information set forth in Annex A which includes, among other things, financial statements, management and director information, a management’s discussion and analysis section and a Chairman/CEO letter.
Conclusion
The decision by a board of directors whether to “go dark” or remain a public company can be a difficult one, and it is important to engage experienced legal advisors early on in the process. The principal decision for the board of directors is whether remaining a public reporting company outweighs the benefits of “going dark.” Each company will have different factors to consider. Some companies are simply too small to achieve any significant benefit from public company status. On the other hand, public shareholders almost always prefer the more liquid market provided by an exchange listing and continuous disclosure requirements. Factors such as stock price, public float, company performance, and the costs of compliance with Sarbanes-Oxley and public company disclosure and accounting requirements must be weighed against the benefits to the company and its shareholders of having publicly traded stock as incentive compensation and acquisition currency. Creditor and customer requirements, company prestige and the company’s relationship with its stockholders can also be important factors to consider. Some boards of directors and special committees have found it helpful to retain a financial advisor to advise on the effects of “going dark” on comparable companies and on the desirability of providing cash to stockholders in the form of a stock repurchase program, tender offer or other liquidity event in connection therewith. In many instances, after a thorough review, the board of directors may conclude that going over to the “dark side” is not such an unpleasant option after all.
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1 NASDAQ has suspended enforcement of its minimum bid price and market value of publicly held shares rules through July 20, 2009. The NYSE has suspended enforcement of its minimum bid price rule and temporarily lowered its global market capitalization standard from $25 million to $15 million through June 30, 2009. At March 12, 2009, 109 NASDAQ companies were not in compliance with the minimum bid price rule.
2 Almost any corporate transaction which has a reasonable likelihood or purpose of causing an equity security to become eligible for deregistration under Rule 12g-4 or 12h-6 or suspension under Rule 12h-3 or of causing a delisting from a national securities exchange would trigger the “going private” rules, including Rule 13e-3. If “going private” rules are triggered, among other things, a Schedule 13E-3 would need to be filed. If a company already has under 300 shareholders of record and has announced or will simultaneously announce that it is delisting and “going dark,” it may be able to undertake a share repurchase or tender offer that would not trigger Rule 13e-3. If, prior to the transaction, a company were already eligible to deregister or suspend its reporting obligations, and had previously determined to voluntarily delist, the transaction may not trigger Rule 13e-3. However, if a repurchase or tender offer would have the reasonable likelihood or purpose of causing a delisting or causing the company to become eligible to deregister under the Exchange Act or suspend its reporting obligations thereunder, then Rule 13e-3 will be triggered and a Schedule 13E-3 will need to be filed and all disclosures required by the “going private” rules will have to be made.
3 However, to deregister under Section 12(g) by filing a Form 15, a company must have (i) fewer than 300 holders of record, or (ii) fewer than 500 holders of record and total assets of $10 million or less on the last day of its last three fiscal years. Rule 12g-4.
4 Delisting and deregistering under Section 12(b) is addressed by Rule 12d2-2. Deregistration under Section 12(g) is addressed by Rule 12g-4. Suspension of Section 15(d) reporting obligations is addressed by Rule 12h-3 and Rule 15d-6. These rules are applicable to both U.S. and non-U.S. issuers. However, foreign private issuers will also need to consider Rule 12h-6 and Rule 12g3-2(a) and (b) which provide alternate means of withdrawing from or avoiding the U.S. reporting system.
5 In addition, the company must consider the provisions of Rule 12g5-1 which defines “holders of record” for this purpose (e.g., the shareholder list must have been kept in accordance with accepted practice).
6 Rule 12h-6 is not discussed in detail in this memorandum. Rule 12h-6 allows a foreign private issuer to leave the U.S. reporting system if its U.S. average daily trading volume (“ADTV”) has been no greater than 5.0% of worldwide ADTV for the prior 12-month period. In certain circumstances, there is a 12-month waiting period. Rule 12h-6 also allows a foreign private issuer to deregister based on having less than 300 U.S. record holders with a modified look through to beneficial owners limited to accounts in the U.S. and the company’s country of incorporation. To use Rule 12h-6, the company must have been an Exchange Act reporting company for a full year, have filed all reports for this period and have filed at least one annual report. The company must not have sold any securities in a U.S. registered offering in the past 12 months, and the company must have had a primary foreign listing for 12 months prior to filing its Form 15F—the equivalent form to Form 15 for foreign private issuers deregistering under Rule 12h-6.
7 Rule 12d2-2.
8 Those obligations are suspended while the securities are listed and registered under Section 12(b).
9 or, alternatively, if the issuer has fewer than 500 record holders with less than $10 million in total assets on the last day of each of its last three fiscal years. Rules 12g-4 and 12h-3.
10 or, alternatively, less than 500 persons and with total assets of less than $10 million at the end of each of its last three fiscal years.
11 If the company is relying on having less than 300 shareholders as of the first day of its fiscal year, it must file a notice of suspension pursuant to Rule 15d-6 within 30 days of such date. Otherwise, the company will need to rely on Rule 12h-3.
12 By contrast, Rule 12h-6 does allow termination, not just suspension, of Section 15(d) obligations for foreign private issuers. However, U.S. issuers must test their 15(d) reporting status on the first day of each fiscal year no matter how long they have been deregistered under Section 12. The same holds true for Section 12(g). However, Section 12(g) will not be triggered unless the company has more than 500 holders of record and more than $10 million of assets at the end of any fiscal year.
13 If the certification is subsequently withdrawn or denied, however, the issuer will have to file all the reports that it would have had to file if it had not filed such Form 15.
14 The SEC has stated that Rule 12h-3(c) is not intended to apply to normal course updating of registration statements on Form S-8 which became effective in prior fiscal years, but which are required to be updated pursuant to Section 10(a)(3) of the Securities Act. Metro One Telecommunications, Inc. (March 4, 2009) (“Metro One”); Questar Assessment, Inc. (June 13, 2008) (“Questar”); Mtech Corp., (available August 31, 1988); Michael Harrington (available January 4, 1985).
15 The SEC has granted relief in certain such cases. In Questar, the issuer had registration statements that had been automatically updated for the purposes of Section 10(a)(3) under the Securities Act by the issuer's filing of its periodic reports under the Exchange Act. The SEC granted no-action relief, noting that the issuer had filed post-effective amendments to each of the effective registration statements deregistering all remaining unsold and unissued securities thereunder. The SEC reached a similar conclusion in Metro One and I.C. Isaacs & Co., Inc. (available August 13, 2008), noting that the issuers in both instances had filed post-effective amendments removing from registration all unsold securities under all effective registration statements on Forms S-3 and S-8.
ANNEX A
Pink Sheets –
Adequate Information Requirements
Annual Report
General company information, including name of the issuer and its predecessor (if any), address of the issuer’s principal executive offices and other contact information, jurisdiction(s) and date of the issuer’s incorporation or organization.
Share structure, including exact title and class of securities outstanding, par or stated value and description of each class of outstanding securities, number of shares or total amount of the securities outstanding for each class of securities authorized.
Business information, including the name and contact information of the transfer agent, the nature of the issuer’s business, the nature of products or services offered, and the nature and extent of the issuer’s facilities.
Management structure and financial information, including the name of the chief executive officer, members of the board of directors, as well as control persons, financial information for the issuer’s most recent fiscal period and similar financial information for such part of the two preceding fiscal years as the issuer or its predecessor has been in existence, information regarding beneficial owners, description of certain outside providers that advise the issuer on matters relating to the operations, business development and disclosure requirements and management’s discussion and analysis or plan of operation.
Issuance history, including a list of securities offerings and shares issued for services in the past two years.
The issuer also needs to describe or attach the following exhibits: material contracts, articles of incorporation and bylaws, a table showing any purchases of equity securities by the issuer or affiliated purchasers, and the issuer’s certifications.
Quarterly Report
Exact name of the issuer and the address of its principal executive offices
Shares outstanding at the end of the fiscal quarter
Interim financial statements
Management’s discussion and analysis or plan of operation
Legal proceedings (to the extent not previously disclosed)
Defaults upon senior securities (to the extent not previously disclosed)
Information that would otherwise need to be disclosed in a Current Update
The issuer also needs to describe or attach any material contracts, articles of incorporation or bylaws, or amendments thereof, that have not been previously disclosed.
Current Report -- the following events require disclosure:
Entry into or termination of a “Material Definitive Agreement” defined as an agreement made outside the ordinary course of business that provides for obligations that are material to and enforceable against the issuer, or rights that are material to the issuer and enforceable by the issuer against one or more other parties to the agreement, in each case whether or not subject to conditions.
Completion of acquisition or disposition of assets, including but not limited to mergers and changes in control of issuer.
Sales of equity securities and material modification to rights of security holders.
Creation of a direct financial obligation or an obligation under an off-balance sheet arrangement of an issuer and any triggering events that accelerate or increase a direct financial obligation or an obligation under an off-balance sheet arrangement.
Costs associated with exit or disposal activities; material impairments.
Changes in issuer’s certifying accountant; non-reliance on previously issued financial statements or a related audit report or completed interim review.
Departure of directors or principal officers; election of directors; appointment of principal officers.
Amendments to articles of incorporation or bylaws; change in fiscal year; amendments to the issuer’s code of ethics, or waiver of a provision of the code of ethics.
lmao~!!
where is the PR? where is the evidence of this merger with what company???
LMAO!!!
Yaah if the new CEO is smart go ask Bill Gates or any other one of these billionares for financial life line lmao!!
Forbes list of America's richest people
1. Bill Gates, Medina, Wash., $66 billion
2. Warren Buffett, Omaha, $46 billion
3. Larry Ellison, Woodside, Calif., $41 billion
4. Charles Koch, Wichita, Kan., $31 billion
5. David Koch, New York City, $31 billion
6. Christy Walton & family, Jackson, Wyo., $27.9 billion
7. Jim Walton, Bentonville, Ark., $26.8 billion
8. Alice Walton, Fort Worth, Texas, $26.3 billion
9. S. Robson Walton, Bentonville, Ark., $26.1 billion
10. Michael Bloomberg, New York City, $25 billion
EXACTLY!
We will see if he is better than Petey time will reveal!
Absolutely Right!!
http://finance.yahoo.com/news/boone-pickens-us-doesnt-opec-205401045.html
Boone Pickens: US Doesn't Need OPEC Oil
By Justin Menza | CNBC – Mon, Sep 10, 2012 4:54 PM EDT@cnbc on TwitterEmailShare6Print
The U.S. has the natural resources to one day stop importing OPEC crude oil, Boone Pickens, founder of BP Capital, told CNBC's "Street Signs" on Monday.
"There are 30 U.S. states producing oil and gas, the highest we've ever had," Pickens said. Interestingly, many of these are the very swing states that could help decide the upcoming presidential election, he noted.
Pickens' BP Capital is a major investor both energy futures and the publicly traded stock of oil and gas companies.
(More From CNBC: America's 10 Most Polluted States)
While many U.S. politicians on both sides of the aisle have talked about energy independence, "you've never had leadership from either party," Pickens said. He expects Republican presidential nominee Mitt Romney to step up with a plan to develop U.S. energy resources - particularly natural gas.
Natural gas is abundant in the U.S. and it is the "alternative energy" for transportation, Pickens said. He noted that 70 percent of all crude oil used in the world every day goes to transportation fuels. While natural gas can be a substitute for crude oil, "wind and solar - great sources of energy - have nothing to do with cutting down on imported oil," he added.
Pickens has also been a long-supporter of a North American energy alliance to help make the U.S. less reliant on oil from the Persian Gulf. He also said that the U.S. should build the Keystone oil pipeline to help bring more oil in from Canada. "Canada is offering us their oil," Pickens said.
(More From CNBC: The Next Big Oil Importer Could Be...Saudi Arabia: Citi)
In his speech at the Democratic convention last week, President Obama touted the fact that the U.S. has already cut imported oil by 1 million barrels a day. But Pickens noted this has little to do with any specific Obama policy. "The economy is poorer and that will get you less imports," he said. "You can cut imports further if the economy gets worse."
R/M thats a possibility, but they wont have any chance until they move away from pinksheet and into the nasdaq and bring shareholders real value!
RVGD will definetly have to upgrade their website to professional upgrade if they plan to compete with major competitors such as Mercedes,BMW,Tesla,Toyota,Ford,Volkswagen,Ferrari,etc.......
http://autos.yahoo.com/blogs/motoramic/diesel-powered-british-supercar-trident-icini-promises-200-200130777.html
Diesel-powered British supercar Trident Iceni promises 200 mph and 69 mpg
By Justin Hyde
Senior Editor of Motoramic
PostsWebsiteEmailBy Justin Hyde | Motoramic – 21 hours ago
For the past few decades, various British engineers and businessmen have attempted to build sports cars under the Trident name with as much luck as a broken umbrella in London. Today, Trident announced it would finally show its production-ready car in public next month -- the Trident Iceni Grand Tourer, a diesel-powered machine that should hit 200 mph while returning 69 mpg on a variety of fuels. It could be fantastic -- if it's for real.
The latest version of Trident says it's using a 6.6-liter turbocharged diesel that combined with some undescribed system its calling Torque Multiplication that's good for 430 hp and 950 ft.-lb. of torque; those with additional pounds at their feet can pay for upgrade to 660 hp and 1,050 ft.-lbs. In the base version, the Iceni can reach 60 mph in 3.7 seconds.
By using a diesel, the Iceni GT can burn a variety of fuels, from regular diesel to used restaurant oils, and at cruising speed of 70 mph, can travel 2,000 miles on a tank of gas. If all these figures sound too good to be true, it's because they are a bit; it's not that diesel engines aren't capable of fantastic performance, but that the technology for doing so usually takes more engineering than a handful of people can pull together. While Trident didn't reveal much about the engine, General Motors builds a 6.6-liter diesel in its trucks good for 397 hp and 765 ft.-lbs.
Trident also didn't release the weight of the Iceni, which should be a substantial disadvantage to any of its competitors. With the company taking orders next month and vowing production by the end of the year with a starting price of $119,000, we'll see how sharp this Trident is soon.
I hope the new owners are better than petey they have serious competition on their hands!!!
True but no other PR has been released by RVGD for the last 2.5 years and no website updates on either site www.www.revengedesignsinc.com/menu.html or revengesupercars.com/menu.html, no cars sold(no financial statement released to SEC), it seems there will be a reverse stock split, therefore shares will be diluted,no contract in Alabama for the racetrack,no debts were paid back to Henry County,there probably will be another unfinished car at NAISAS in January 2013,Doug magic motor is nowhere to be found ,so therefore RVGD is still in limbo LMAO!!!!
http://www.journalgazette.net/article/20090929/BIZ/309299941/1031/BIZ
SEC targets local firm in fraud probe
Alleges sales of unregistered stock
Marty Schladen | The Journal Gazette
Fort Wayne – The Securities and Exchange Commission has accused four companies, including a Fort Wayne firm, of defrauding investors by selling billions of unregistered stocks.
Enzyme Environmental Solutions Inc. and CEO Jared E. Hochstedler are accused of taking about $600,000 in cash payments in exchange for issuing 1.8 billion shares of stock to the companies that made the payments. The companies then sold the stocks to the investing public for $4.9 million, the complaint says.
Because the stocks weren’t registered with the SEC, Enzyme Environmental didn’t disclose important financial information – such as the effect issuing more than a billion shares might have on the stock’s value, the complaint says.
“When you register, the public has information it can rely on when making an investment decision,” said Paul A. Montoya, assistant director of the SEC’s Chicago office.
Enzyme is cooperating with the investigation, but it’s too soon to respond to the SEC’s allegations, said Dan Bobilya, an attorney hired to represent the company in court.
Revenge Designs Inc., a Decatur company that makes custom cars, also is named in the complaint, but it’s not named as a defendant.
Montoya said the investigation is continuing. Revenge Designs didn’t return calls Monday.
Last Wednesday, the SEC sued the companies and asked for the temporary restraining order.
The SEC is asking the court to bar the defendants from selling penny stocks, freeze their assets and order them to repatriate monies that have been moved offshore.
The agency doesn’t have the authority to bring criminal charges and Montoya declined to say whether a criminal investigation is under way.
Also named in the suit is a former Fort Wayne resident, Stephen W. Carnes, 45, of Apopka, Fla. Two companies he runs, Signature Leisure Inc. and Signature Worldwide Advisors LLC, also are named. Carnes didn’t return phone calls for this story.
Signature Worldwide and another firm, K&L International Enterprises Inc., are accused of making payments to Hochstedler and Enzyme Environmental between February 2008 and June in exchange for almost 2 billion shares of Enzyme stock.
It’s common for the SEC to accuse businesses and individuals of defrauding investors, Montoya said. But one of the two schemes alleged in the complaint filed last week was new to him.
The deals between Enzyme, K&L and Signature Worldwide are described in the SEC complaint as “wrap-around” agreements.
Hochstedler, 33, said his company, Enzyme Environmental, owed him $916,000. K&L and Signature Worldwide agreed to pay $650,000 of that, but ended up paying a little less than $600,000, the SEC said.
Under a “convertibility agreement,” K&L and Signature Worldwide could convert the debt to stock at a discount, which they did before selling the stocks for $4.9 million, the complaint says.
K&L is accused of employing another scheme with Revenge Designs. Between September 2007 and January 2008, K&L lent Revenge $425,000 in the form of promissory notes. The agreement allowed K&L to covert the debt into 352 million shares of Revenge stock, which it sold to the public, yielding a profit of almost $1 million, the complaint says.
Altogether, the schemes alleged in the complaint yielded more than $7 million in illegal profits in two years, the SEC said.
Enzyme Environmental, which sells cleaning products, in April said it was entertaining a buyout offer from a much larger company. Bobilya, an attorney for the company, said he doesn’t think that was an attempt to pump up the stock price.
“We have been told that there were more than two buyout offers,” Bobilya said.
mschladen@jg.net
I guess revenge is still in limbo lmao
REVERSE STOCK SPLIT!
http://nvsos.gov/sosentitysearch/corpActions.aspx?lx8nvq=DCQ1iV7gTN3y5O8Yiob4Pw%253d%253d&CorpName=REVENGE+DESIGNS%2c+INC.
1 - 23 of 23 actions
Actions\Amendments
Action Type:
Stock Split
Document Number:
20120572728-76
# of Pages:
3
File Date:
8/20/2012
Effective Date:
8/16/2012
Previous Stock Value: Par Value Shares: 2,500,000,000 Value: $ 0.001 No Par Value Shares: 0 ----------------------------------------------------------------- Total Authorized Capital: $ 2,500,000.00 New Stock Value: Par Value Shares: 500,000,000 Value: $ 0.00001 No Par Value Shares: 0 ----------------------------------------------------------------- Total Authorized Capital: $ 5,000.00
Action Type:
Annual List
Document Number:
20120569162-64
# of Pages:
1
File Date:
8/17/2012
Effective Date:
(No notes for this action)
Action Type:
Annual List
Document Number:
20110463520-44
# of Pages:
1
File Date:
6/23/2011
Effective Date:
(No notes for this action)
Action Type:
Annual List
Document Number:
20100434219-56
# of Pages:
1
File Date:
6/16/2010
Effective Date:
(No notes for this action)
Action Type:
Annual List
Document Number:
20090546251-94
# of Pages:
1
File Date:
7/14/2009
Effective Date:
(No notes for this action)
Action Type:
Correction
Document Number:
20090285220-80
# of Pages:
1
File Date:
3/20/2009
Effective Date:
(No notes for this action)
Action Type:
Stock Split
Document Number:
20080807392-19
# of Pages:
1
File Date:
12/11/2008
Effective Date:
12/11/2008
(No notes for this action)
Action Type:
Annual List
Document Number:
20080505933-65
# of Pages:
1
File Date:
7/29/2008
Effective Date:
08/09
Action Type:
Amendment
Document Number:
20080446390-36
# of Pages:
1
File Date:
7/2/2008
Effective Date:
Previous Stock Value: Par Value Shares: 1,500,000,000 Value: $ 0.001 Par Value Shares: 25,000,000 Value: $ 0.001 No Par Value Shares: 0 ----------------------------------------------------------------- Total Authorized Capital: $ 1,525,000.00 New Stock Value: Par Value Shares: 2,500,000,000 Value: $ 0.001 No Par Value Shares: 0 ----------------------------------------------------------------- Total Authorized Capital: $ 2,500,000.00
Action Type:
Annual List
Document Number:
20080441489-10
# of Pages:
1
File Date:
6/27/2008
Effective Date:
08-09
Action Type:
Amendment
Document Number:
20080074463-24
# of Pages:
1
File Date:
2/1/2008
Effective Date:
1/31/2008
Previous Stock Value: Par Value Shares: 10,000,000 Value: $ 0.001 Par Value Shares: 400,000,000 Value: $ 0.001 No Par Value Shares: 0 ----------------------------------------------------------------- Total Authorized Capital: $ 410,000.00 New Stock Value: Par Value Shares: 1,500,000,000 Value: $ 0.001 Par Value Shares: 25,000,000 Value: $ 0.001 No Par Value Shares: 0 ----------------------------------------------------------------- Total Authorized Capital: $ 1,525,000.00
Action Type:
Amendment
Document Number:
20070799605-85
# of Pages:
2
File Date:
11/27/2007
Effective Date:
11/27/2007
Previous Stock Value: Par Value Shares: 400,000,000 Value: $ 0.001 No Par Value Shares: 0 ----------------------------------------------------------------- Total Authorized Capital: $ 400,000.00 New Stock Value: Par Value Shares: 10,000,000 Value: $ 0.001 Par Value Shares: 400,000,000 Value: $ 0.001 No Par Value Shares: 0 ----------------------------------------------------------------- Total Authorized Capital: $ 410,000.00
Action Type:
Amendment
Document Number:
20070757236-39
# of Pages:
1
File Date:
11/5/2007
Effective Date:
11/1/2007
(No notes for this action)
Action Type:
Amended List
Document Number:
20070757237-40
# of Pages:
1
File Date:
11/5/2007
Effective Date:
(No notes for this action)
Action Type:
Amendment
Document Number:
20070647449-73
# of Pages:
1
File Date:
9/21/2007
Effective Date:
9/21/2007
Previous Stock Value: Par Value Shares: 75,000,000 Value: $ 0.001 No Par Value Shares: 0 ----------------------------------------------------------------- Total Authorized Capital: $ 75,000.00 New Stock Value: Par Value Shares: 400,000,000 Value: $ 0.001 No Par Value Shares: 0 ----------------------------------------------------------------- Total Authorized Capital: $ 400,000.00
Action Type:
Annual List
Document Number:
20070609234-83
# of Pages:
1
File Date:
9/5/2007
Effective Date:
(No notes for this action)
Action Type:
Registered Agent Address Change
Document Number:
20070444384-96
# of Pages:
10
File Date:
6/26/2007
Effective Date:
(No notes for this action)
Action Type:
Registered Agent Change
Document Number:
20070109039-11
# of Pages:
1
File Date:
2/14/2007
Effective Date:
(No notes for this action)
Action Type:
Annual List
Document Number:
20070109041-54
# of Pages:
1
File Date:
2/14/2007
Effective Date:
(No notes for this action)
Action Type:
Merge In
Document Number:
20050324142-93
# of Pages:
6
File Date:
8/16/2005
Effective Date:
FEDEX 792502672491 8-16-05
Action Type:
Initial List
Document Number:
20050241649-53
# of Pages:
1
File Date:
6/20/2005
Effective Date:
(No notes for this action)
Action Type:
Articles of Incorporation
Document Number:
00000231661-89
# of Pages:
1
File Date:
6/8/2005
Effective Date:
FED EX 060905 RSS T/N 7916 4633 1087
Initial Stock Value: Par Value Shares: 75,000,000 Value: $ 0.001 No Par Value Shares: 0 ----------------------------------------------------------------- Total Authorized Capital: $ 75,000.00
Action Type:
Acceptance of Registered Agent
Document Number:
00000231662-90
# of Pages:
1
File Date:
6/8/2005
Effective Date:
(No notes for this action)
Return to Entity Details for "REVENGE DESIGNS, INC."
WOW AIRBUS is building commericial aircraft in Alabama what happened to REVENGE???
http://www.mobilecountyal.gov/news/news.html?view=full&news=208&cat=News and Announcements
Airbus to build commercial aircraft in Mobile
July 02, 2012
Mobile County Commissioners reacted with great excitement today at the news that Airbus will build a commercial aircraft assembly facility at the Brookley Aeroplex.
“This is a real game changer for Mobile County and the whole region,” said County Commission President Connie Hudson. “Mobile joins very select company as one of just a few communities in the world capable of manufacturing high-tech, large commercial aircraft. We couldn't be more proud of this development, more thankful to Airbus for their partnership, or more excited for the future.”
The new Airbus facility will employ 1,000 people. The company already has 225 workers at its engineering center at Brookley that opened in 2007. The Mobile Regional Airport houses an Airbus service center for military aircraft.
Airbus’ parent company EADS was involved in the effort to build U.S. Air Force refueling tankers in Mobile. EADS and then partner Northrop-Grumman were awarded the bid in 2008 only to have the Pentagon’s decision upheld upon an appeal from competitor Boeing. EADS later bid for the contract without Northrop-Grumman, but was defeated in 2011 by Boeing’s offer.
“We never gave up on EADS and Airbus,” said longtime Mobile County Commissioner Mike Dean. “The company saw our commitment and how badly we wanted to develop our aerospace industry. Even after we lost Tanker we went back to EADS and said ‘you need to be making commercial aircraft in Mobile.’”
Mobile County will contribute more than $14 million dollars to the project over the next 19 years in a contract the Commission will vote on in a special meeting July 12th. County Commissioner Merceria Ludgood says it is a sound investment.
“This is a perfect fit with the companies, training centers, and aviation schools we already have at Brookley,” said Ludgood. “We anticipate many suppliers will locate in the county. We hope to have a thriving aerospace industry for decades to come.”
Airbus plans to assemble the A320neo in Mobile. Groundbreaking is scheduled for early 2013. Production should begin in 2015, with the first plane delivered in 2016. At top production, 46 jets a year could be produced in Mobile.