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Jay,
I try, but I wouldn't necessarily call taking note of the reported disappearance of 71,000,000+ shares of stock "attention to detail" :o)
The Pike funds reported that they sold ADY shares in a number sufficient to bring their holdings to below 10% on 5/22/09. (See the little X on the top left of the form).
http://www.sec.gov/Archives/edgar/data/789868/000101359409001117/xslF345X03/americanfm4-052209_5ex.xml
The "ADY's registration statement, and the subsequent prospectus" process was initiated in September. There is nothing indicated in either of those documents, or the several subsequent prospectuses, to indicate that Pike was involved in any way in the offerings described by them.
The fact that Pike is actually withdrawing from his ADY position is further supported by his filing reporting that he has sold his position to below the 5% level from last week that I previously mentioned.
http://www.sec.gov/Archives/edgar/data/789868/000101359410000192/americandairy13ga-021610.htm
"That leaves ADY's registration statement, and the subsequent prospectus, to consider, FWIW."
Unless his withdrawal from ADY was your point, I guess I missed it.
cpar: "really, the last i read said nothing about charges, just an investigation. care to clear that up for all of us?"
pj: "No, its a notice of the charges SPNG will face in court. Put whatever spin on it that makes you sleep well. The facts are that those 16 items are what SPNG, its mangement and insiders will face."
I should know better than to get involved in this, but........
Obviously the Wells Notice has a list of charges in it.
But is not necessarily the charges SPNG will face in court.
It is the list of charges that the SEC staff preliminarily intends to ask the Commission to file against the recipients. And the purpose of the notice is to allow the recipients to respond so that the response might be included in the Commission's deliberations as to which charges to ultimately bring, if any. It provides a focus for settlement discussions.
Everybody's wrong. I win! :O)
Hello Jay,
Just a couple FYI's regarding your recent post:
"From other directions. Parlux directors given stock options during this time. American Dairy requests and receives an expedited Shelf Registration from the SEC. "
I assume these were included due to the Pike investment in SPNG. I may have missed something, but I saw nothing that tied either of the events mentioned to any October SPNG activity.
The Parlux option issuances were just their annual director payments of 15,000 options each.....they were issued at the same exact time in 2008 and weren't tied to any special event.
I'm not sure if you noticed, but Pike filed a Form 13 G/A just a week ago which had the sole purpose of providing notice that his holdings in American Dairy had dropped below 5%.
"And interestingly, Pike reporting a total acquisition of 42 million shares during the week on a Form 4 filing. The referenced filing, however, reflecting an increase in his holdings of 113,407,781 shares. The other 71,407,781 shares? "
Unfortunately your analysis results from a misreading of the form. The Pike holdings are in two Funds, which held a total of 100,000,000 prior to the referenced filing. The first 4 columns of column 4 are additions to Fund A and the second four items in column 4 are additions to Fund B. The new cumulative totals for each fund are the 4th and 8th items in column 5. The form is mathematically accurate and complete. (It was incorrect to call the difference between the first and last items in column 5 "an increase in his holdings of 113,407,781 shares.")
"Are we on the same page?"
Surely you jest.
Let's start with "artificially inflated".
The price is the price as determined in the marketplace. If a stock's price gets to a point where it is higher than you, the investor, believe it should be then you should sell it. But it didn't get there by itself. The perceptions, real or imaginary, that the buyers of those shares had when they bid that stock up, got the price to where it is.....there's nothing artificial about it and "inflated" is strictly in the eyes of the beholder. I HAVE NOT suggested that any information be put in the public domain that is false.
If you are comfortable telling me that "pr'ing an NDA would be foolish.", then I suppose I shouldn't be reticent to tell you that saying "Sometimes, too much information can be just as dangerous as not enough." is easily the silliest thing that I've ever heard you post. (BTW, I was proposing 8-K treatment as a material agreement...the SEC wouldn't enforce "pr'ing").
"The shareholders who get in at the high will be stuck because the price will drop right back down."
And??? How could you possibly prefer to have it any other way? What in Sam Hill (sometimes I miss Yahoo) happened to the concept of accepting the consequences of one's own actions? Those people took a risk that they found acceptable when they made their buy. Nobody tricked 'em into it.
Now let's deal with the original cause for my concern:
"It's my opinion that if two parties get together and sign an NDA and, while discussions are ongoing, one of the parties, maybe thinking the discussions are going well, decides to start buying shares in his, or the other company, that would be illegal".
Well hotdiggittydog...that's my opinion, too!!!
"It's been my experience that once you sign an NDA, if the deal falls apart, that's it. There is no signing a document that says the NDA is now null and void."
Uh-oh.
My turn for an example:
I'm sure that you've heard that Pike once had an NDA with American Dairy. This fact was revealed, perfectly legally, by the issuance of a PR by ADY, whose purpose....let there be no mistake about it.....could only have been to provide some support to its share price. (If you can think of any other reason for a company-issued PR for ANYTHING please provide it). It's pretty clear to me from your posts that you would expect some people to have bought shares based on that PR....and Pike and ADY would've obviously hoped for the same result. At that point, however, Pike would have been required to stop making open market transactions in the shares (note our above agreement on this).
Here's where the problems begin:
"It's been my experience that once you sign an NDA, if the deal falls apart, that's it. There is no signing a document that says the NDA is now null and void."
As we agreed, it would have been improper for Pike to trade after the signing of the NDA. However, based on your quote, the phrase "after the signing of the NDA" applies, as the saying goes, until the last syllable of recorded time. The common shareholder, relying on the auspices of the SEC to require his company to keep him informed, now does not know if Pike is not buying or selling because he doesn't want to or if he is not buying or selling because it's "after the signing of the NDA", which it always will be. And all I'm saying is that that's not right. Leaving the investing public uninformed as to whether there is an ongoing agreement between the parties...especially those that invested based upon it...is wrong. As it stands, the rules allow a company to attract investors with what I see as a material agreement that carries insider trading restrictions yet has no fixed terminus and I can't believe that that's just peachy with you.
"I have been involved in a lot of NDA's".
I have been involved in none (-0-), yet I don't feel that I've suffered any significant handicap in this discussion....so far, anyway. I always appreciate your opinion. Whether it helps or not. LOL.
The thing is.....I LOVE speculation. Why avoid it?
I would never actually buy the stock of a company merely because it signed an NDA with a potential suitor, just as I would never buy stock in a company based on its signing an NDA with a major fund investor. But the freedom to do it is what investing is all about. Every investment is a speculation.....the only difference from one to another is degree of risk and its perception.
Besides, communicating the mere signing of an NDA doesn't communicate the actual purpose of the signing at all. Remember, I'm trying to address the issue as it applies to "insider trading".
OT: "An NDA should never be under the control of the SEC."
Based on your example you are offering the following as a good reason for two publicly held companies to keep the signing of a non-disclosure agreement a secret from their shareholders and the investing public:
Volatility. The stock might run up on the news of the signing and, if nothing further transpired, the stock might come back down again. So current and prospective shareholders are better off not knowing.
The owners of the company should avoid staying fully informed if the potential price for doing so is volatility in the stock price.
Have I got that right?
If one were to base their guess on average price alone ($.13+) they were bought on the open market.
Thanks for that Tex.
Unfortunately those changes were made 10 years ago and they don't fix what I see as the problem.....that being that the signing and termination of an NDA does not have to be made public.
The two main "changes" deal primarily with:
1. the requirement of a company that has divulged non-public info to certain described parties to then divulge that information to the public and
2. confidentiality and trading on confidential information. Specifically, "the purchase or sale of a security of any issuer, on the basis of material nonpublic information about that security or issuer, in breach of a duty of trust or confidence that is owed directly, indirectly, or derivatively, to the issuer of that security or the shareholders of that issuer, or to any other person who is the source of the material nonpublic information."
I agree that it SOUNDS like they should address my problem, but they don't. We already knew, or should have known, that Pike couldn't trade common shares on the open market while in the possession of non-public information obtained under an NDA. We did know that, didn't we?
Nice find.
I thought that it was interesting to see that he signed the NDA on 8/18/05 and then appears to have participated in a private placement of preferred shares, convertible into common that the company reported on 12/20/05. At least he reported ownership of preferred shares on 1/3/06 that he hadn't reported before.
This can only mean one of 2 things. Either 1)the purchase of the preferred shares isn't treated the same for insider trading purposes as an open market purchase of common shares would be and is a permitted transaction or 2)the NDA was over in less than 4 months.
The disclosure rules for NDA's are messed up. Simply...there aren't any. I guess the SEC decided at some point that they didn't require "material event" treatment. So what happens the vast majority of the time is that the company heralds the signing of the agreement in a PR because it's such FANTASTIC NEWS and then nobody EVER finds out when it has ended. (I know this from an effort to find out when the Pike/American Dairy agreement ended....ADY IR wouldn't tell me because "they weren't required to"). This allows everyone to speculate as to the propriety of any trading by the investor after the NDA is signed. And more questions if there ISN'T any trading by that investor.
So, and I'm not suggesting this is true, Pike could have an NDA with SPNG right now and we wouldn't know about it unless the company pr'ed it. And while Pike theoretically couldn't buy or sell his shares during the agreement period, we wouldn't know if any lack of trading on his part would be of his own volition or if the agreement had ended.
Can anyone suggest a good reason for the SEC to leave this lack of transparency intact? (Non-conspiratorial reasons preferred.)
Actually the o/s share question was in jest. But the D&B's that I've seen would allow you to provide some details supporting that "their credit is fine."
I don't recall "fine" being one of the D&B rating categories, so I can only assume that some specific details of the report led you to that conclusion. Please tell us what they were.
Was it Timeliness of Historical Payments, Risk of Payment Delinquency, Risk of Financial Stress, Financial Condition, D&B Rating, Financial Strength, Paydex?
There's a ton of stuff even on the most basic D&B, isn't there?
" but have you looked at their D & B report? i have. their credit is fine."
Please provide the basic rating.
And I know this is a silly question, but what do they show for an o/s share number?
"the rule is that eventually, spng may get asked to provide a reason why they have not filed..at which point they can either file or provide an explanation why they havent..." AND WHEN THEY WILL. Based on which a judge (not you, me, Mingy or puppy) will decide whether to extend or revoke.
Some people have indeed claimed that "spng could be revoked at any minute..."
That could only occur if an administrative hearing occurred without us being aware of it. Of course, in order to hear about it from the company would require a FILING......something on which it appears we would be unwise to rely.
It would seem likely that those people might be closer in their estimate simply by their understanding of the process than anyone who expresses the opinion that "they will never be revoked...eom".
Because the basis of revocation is a failure to file.
It isn't, and has nothing to do with:
"because in the end, the justification for it wont be there...i believe a lot of people are misreading the wells notice...the wells notice lists the sections that the sec believes may have been violated..but some are looking at the worst case scenario for each of those violations...and those individuals have decided that the degree or severity to which those violations may have occured must certainly be to the extreme."
And it's not a penalty:
".obviously violations occured...obviously there will be penalties...the likelyhood that spng will escape unscathed is very very small...as is the likelyhood that they will recieve the severest penalty.."
So this makes no sense:
"my concern is with spng the company...and i dont see revocation as a reasonable penalty for spng... "
Please refer to my post the next time you are tempted to contend that "they will never be revoked...eom". In fact, you're welcome to link to it the next time someone asks, as I earnestly asked you, "Why will they never be revoked?" Because, as I pointed out, you provided the "wrong answer....eom".
I'm pretty sure that there are a few people who are legitimately interested in knowing what the rules really are, without the bias that people on both sides seem to be obsessed with. Mingy's question gave me the opportunity to try and provide some answers to THEM.
But the thing that it does for me, selfishly, is provide the future opportunity to copy and paste the answer when the question comes up again......which it surely will.......without having to put down my sandwich.
Mingy,
"It is my understanding that while we are on the greys, since we are not traded on an exchange, but rather traded among broker dealers, we do not have to file."
We all know people who can be described as "someone who’s judgment I trust" and my purpose is not to suggest that your friend can't be trusted, but rather to suggest that his advice to you was incomplete.
I'm going to start by addressing the law and follow with its application in the real world......the latter presumably being the source of your feeling that it "Seems like a pretty grey area." (Please note that I'm not familiar with the rules that apply to foreign companies and that they may differ.)
First, the short version of the rule requiring filing, highlighted in my previous post:
Every issuer of a security registered pursuant to section 12 (which SPNG is) shall file with the Commission such annual reports and such quarterly reports (and such copies thereof), as the Commission may prescribe.
I hope that you can understand and accept that the above requires SPNG to file.
Next, if a company does not comply with that rule, they RISK the following penalty (From Securities Exchange Act of 1934 Section 12(j)):
The Commission is authorized......to revoke the registration of a security, if the Commission finds, on the record after notice and opportunity for hearing, that the issuer, of such security has failed to comply with any provision of this title....
I hope that you can understand and accept that the above exposes SPNG to the possibility of revocation if the company fails to file.
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
1. "It is my understanding that while we are on the greys, since we are not traded on an exchange, but rather traded among broker dealers, we do not have to file."
I would hope that the above addresses this issue in a way that you understand it. The rules applies to ALL companies that are registered under Section 12 of the 1934 Act, REGARDLESS of whether they trade on the NYSE or no exchange at all. Spongetech is registered under Section 12.
2. "I have also found several companies who’ve been trading on the gerys for years, without any financials."
Several? There are probably dozens. This is not because they "do not have to file". They do. These companies generally fall into two categories:
The first, and by far the largest group, represents companies that no longer have any viable operations and trading in their stock has dried up accordingly. The SEC, which had been slow to address this group in the past because it represents a relatively small risk to the investing public, has within the last few years been revoking the registrations of these companies en masse. The process requires the Commission to notify the company of a hearing and allow them to provide reasons why they shouldn't be revoked. Most in this group don't respond to the hearing notification at all and are revoked by default as a result. There are still a number of companies that the SEC just hasn't gotten around to......the "several companies who’ve been trading on the gerys for years, without any financials" almost certainly fall into this group.
The second, much smaller group, is primarily comprised of companies who have not filed...sometimes for a period of years....but do have ongoing operations and/or active stock trading and, when notified by the SEC, elect to attend the hearing and provide what they feel are reasons why they should not be revoked. However, since the reason for the SEC action is lack of filing, the only reason historically found to be acceptable by the hearing judge, is some version of "we're working on them and they should be ready by __/__/____." Often there is an issue as to the proper accounting for a complicated transaction or maybe even "the dog ate my filing", but it is strictly up to the discretion of the judge as to whether to allow an extension or immediately revoke. Judges have been known to provide multiple extensions based on their assessment of the legitimacy of the reasons for the delay and the credibility of the issuer.
3. "I also have not been able to find any rule, where after a set period of time of no filing, a company is revoked."
That's because there is no such rule. The timing of the decision to request a revocation hearing varies.
Theoretically the SEC is engaged in an ongoing process of trying to determine whether the lack of current information (filings) available to the investing public regarding ANY company (registered under Section 12) results in an undue risk to any POTENTIAL investors. Historically, the decision to revoke is weighted in favor of these potential new investors even in light of the obvious cost to existing shareholders. Apparently the SEC's mission has been interpreted to be the protection of the investING public versus the preservation of the investED public.
I hope that you've read the above carefully and that it has been helpful. No one can say when a revocation hearing might be called. As long as a company is not in compliance with their requirement to file it is at risk of being required to justify their failure to file at a hearing. And based on the adequacy of that justification in the eyes of the hearing judge and his feelings regarding the likelihood of the company achieving compliance in a reasonable time (which he alone defines), a company can be revoked. It can happen today or it could happen in the year 2015, but as long as they don't file it can happen.
ps. An operations' "theoretical" revenues and profitability place a distant second in these considerations. The following link is to the appeal (unsuccessful) of Nature's Sunshine to the revocation of their registration wherein the 10K filed PRIOR TO the period of non-filing began reflected "net sales revenue of about $331 million and net income of about $17 million."
They also argued the following to no avail:
"Nature’s Sunshine argues that revocation is unwarranted because it is not a “shell company,” but a “healthy, viable company with substantial revenues, assets, and operations.”
and perhaps the most important excerpt is:
"Nature’s Sunshine argues that revocation is unwarranted because it will harm existing shareholders. We have stated that any harm to existing shareholders is not the determining factor in evaluating whether an issuer’s securities registration should be revoked. We have also stated that existing and prospective shareholders alike are harmed where, as here, the required filings about the issuer are not available and, as a result, existing and prospective shareholders cannot make informed investment decisions:
We previously have recognized, however, that, in any deregistration, current shareholders could be harmed by a diminution in the liquidity and value of their stock by virtue of the deregistration. We also have held that the extent of any harm that may result to existing shareholders cannot be the determining factor in our analysis. In evaluating what is necessary or appropriate to protect investors, regard must be had not only for existing stockholders of the issuer, but also for potential investors. Indeed, we have emphasized the significant interests of prospective investors who can be substantially hindered in their ability to evaluate an issuer in the absence of current filings. In any event, both existing and prospective investors are harmed by the continuing lack of current and reliable information for the Company."
http://www.sec.gov/litigation/opinions/2009/34-59268.pdf
If I have left any "grey areas" in your mind on this issue please let me know. My purpose is to provide you clarity once and for all. I can't help but pointing out that I don't pretend to any expertise on these issues beyond that which I picked up in the reading of the rules and if I am mistaken in any of my understandings I welcome their correction. It is not my purpose to mislead.
"Are we required to file financials on the grey's????? Please provide link."
That sounds familiar.
Oh, that's right.....it's the same question you asked on 2/3:
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=46254226
"Can you please provide me a link where it says that a company trading on the greys has to file?"
And the same question that I answered on 2/3:
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=46254877
"If I may: http://www.law.uc.edu/CCL/34Act/sec13.html
Securities Exchange Act of 1934
Section 13 -- Periodical and Other Reports
Reports by issuer of security; contents
A. Every issuer of a security registered pursuant to section 12 (which SPNG is) shall file with the Commission, in accordance with such rules and regulations as the Commission may prescribe as necessary or appropriate for the proper protection of investors and to insure fair dealing in the security--
1. such information and documents (and such copies thereof) as the Commission shall require to keep reasonably current the information and documents required to be included in or filed with an application
or registration statement filed pursuant to section 12, except that the Commission may not require the filing of any material contract wholly executed before July 1, 1962.
2. such annual reports (and such copies thereof), certified if required by the rules and regulations of the Commission by independent public accountants, and such quarterly reports (and such copies thereof), as the Commission may prescribe. "
Then, after being provided with the above...the link you asked for....you responded with:
http://investorshub.advfn.com/boards/replies.aspx?msg=46254877
"It is my understanding that while we are on the greys, since we are not traded on an exchange, but rather traded among broker dealers, we do not have to file."
That understanding is not correct.
Mingy.....I made the effort to provide you with the link that you wanted. Twice at this point. Persist in your denial if you must, but please stop asking for proof of that which has already been proven.
Mac,
It was a well written piece, heavy on the detail, but I believe his point may have been arrived at late in the going. Maybe you didn't get that far.
The Lazauski (Lazauskuses?) apparently were granted until the end of April to sell their SPNG shares to cover the judgment due. Their basis for that timing was an implication that the SPNG shares couldn't be sold until then BECAUSE one of the requirements for selling those shares under Rule 144 is that the issuer of the shares be current in their filings. The author concludes from that that we can expect SPNG to achieve a current status in their filings by April 30, if not sooner. So it's not the selling that's a good thing, it's the achievement of a long awaited prerequisite that's a good thing.
I don't know that I agree with his conclusions...or the credibility of the players making the promises, but Fred deserves a lot of credit for his efforts.
ps. A while back I noticed, and posted, that the PR that announced the insider purchases of some 18,000,000 shares (if memory serves) actually reflected, in large part, shares held in the account of Mrs. Lazauskas. Fred's work shows that the shares were actually bought for the account of FL....and he transferred them to his wife shortly after finding out that this judgment went against him. He then tried to get the court to exclude his wife's shares from the settlement. The judge didn't buy it.
That's the ENTIRE OTC short interest list at 1/29.
http://otcbb.com/dynamic/shortinterest/shrt20100129.txt
I'm not sure that it's correct to call the SPNG line "nite's *short* position in spng ".
wrong answer..eom
"they will never be revoked...eom"
Why will they never be revoked?
mojo,
re: they will never be revoked...eom
What aspect(s) of Spongetech provide you with such a firm opinion?
Mr. M,
Most revocations result from a company not filing its 10Q and 10K reports.
Many examples can be seen at:
http://search.sec.gov/secgov/index.jsp
In the Advanced Search, enter "Section 12(j)" in the Exact Phrase area and check the box next to Litigation.
Thanks much.
I didn't see it either and was wondering if I missed it somehow.
scion,
This was posted on the other board:
"PACER Update: Greenberg and Traurig accepted service of Orlan class action on 2/08/10.
Answer or motion to dismiss due March 1, 2010."
I was able to confirm the first statement but found no evidence of the second. Can you confirm it and if so, provide a source?
TIA
learnin',
This is the UK website that people were talking about as selling the Spongetech sponge for $2.50 and using it as an indication of price erosion. As you can see, it is neither.
OT, RE:The TESCO mystery sponge.
An example of how to respond to a "customer":
Sent: Sunday, February 14, 2010 2:23 AM
To: mySupermarket Support
Subject: SpongeTech Spongebob Square Pants Bath Sponge
Hello,
The item in the subject line appears on your website at:
http://www.mysupermarket.co.uk/tesco-price-comparison/Bath_And_Shower/SpongeTech_Spongebob_Square_Pants_Bath_Sponge.html
The Spongetech sponge that I am familiar with has a raised character figure versus a painted one, is sponge-filled, packaged very differently and priced a fair amount higher.
Is the item that you offer not the Spongetech Sponge or has the incorrect item been pictured?
Best Regards,
XXXX XXXX
_______________________________________________
Dear Mr. XXXX,
Thanks for contacting us, and for shopping with mySupermarket. We hope you enjoy using our site, and manage to take advantage of some of the great offers using mySupermarket’s price checker.
Our data team have checked out the Spongetech Spongebob Square Pants Bath Sponge item.
We have found that you are absolutely right. There is a discrepancy with this product. The correct item and price are actually featured on the site, but the brand name is listed incorrectly. The correct brand name is Spongebob and Friends, not Spongetech Spongebob.
Thanks so much for alerting us to this issue. We take a great deal of pride in the high quality of information and images on our site, and we are most appreciative of customer feedback to ensure the site is up to date. In this case you helped to spot a significant discrepancy, which potentially could have gone unnoticed.
Unfortunately we were only able to source the problem after our most recent site upgrade occurred last night. Our next site upgrade is scheduled for March 9th, and at the information will be corrected at that time.
mySupermarket sincerely apologises for the inconvenience caused, and we hope you will continue to use our site in full confidence, and in so doing, save money on your regular grocery order.
If you have any further questions or suggestions, please don’t hesitate to contact us.
Kind Regards,
Nicola Ellis
Customer Support Representative
"You would have to ask a securities lawyer that and I bet most of them would not even know off hand."
I thought there was a decent chance that I was doing just that :O)
You would think that Pike would have asked it before he filed, though.
I don't think he has/had a short position either. Other people have suggested it and I was just trying to flesh out the prospect. Frankly, I think the beneficial ownership filings argue strongly against it.
Ris...a little help.
I know nothing about this, but my understanding of the shorting against the box process is as it implies....the long position exists and is shorted against.
What has been suggested here is the reverse.
But here's my question:
Are you certain that a Form 3 and subsequent Form 4's can be filed showing an accumulating position by a beneficial owner that has an offsetting short position? Would the fact that the short position 1)exceeded the long position and 2) resulted in a net position of less than 10% affect your answer?
dp,
I like your attitude, son:
"I can't remember and I am off work today and really don't care."
Apart from the fruit references:
Rite Aid was a true public company in the sense that the share structure and independence of their Board conveyed a measure of control that isn't present here.
The SEC's initial involvement was related to questions about a registration statement. The company's reaction was to restate a number of prior statements....statements that had been audited by KPMG, who resigned. Although it was the largest fraud uncovered to that point in time, the problems were addressed by the company as they were exposed.
I found no evidence of a trading suspension. Given that this went on a bit over a decade ago, that fact may bear more on the change in the SEC environment than it does on any difference in relative company financial/market situations. It also appears that Rite Aids shareholders were not in the same level of jeopardy.
Class actions were instituted. But the thing we haven't seen here and that I assume we will see is a derivative suit, wherein a shareholder institutes a complaint against the officers....to the exclusion of the company but with the same facts as a basis.
Enjoy the day.
"IF THIS WAS NOT TRUE THEY WOULD BE FORCED TO REMOVE THIS FROM THERE SITE PROVE ME WRONG PLEASE ! ANYONE"
Due to the following, they can't be required to remove it:
http://en.wikipedia.org/wiki/Freedom_of_speech
They can, however, through due process, be ordered not to repeat it, sued for it and in some cases thrown in the clink for it. None of which can be done if it's true and all of which can be done if it's not.
"A little research will show you his connection to Dicon"
My little research was unsuccessful. How about a hint?
"Pike has lost 9 million and 3 million in two past scams"
Which scams were those?
"The posts I was reading seemed to be saying that even if we clear up all the SEC issues we would still remain in limbo till October."
I hope my post made it clear that I don't believe that that is correct.
Kgem,
Sorry for my contribution to the confusion. I think I can clear a little of it up......please note that I'm just posting the process without commenting on the likelihood of its success.
The company needs to:
1. Get Robison, or another auditor, to re-audit and sign the 2008 10k.
2. File the 2009 10K.
3. File the 2 overdue 10Q's. (And any more that come due.)
4. Find a market maker that is willing to attach the filings to a Form 211, certifying that they feel the filings can be relied upon and submitting the Form 211 to FINRA.
Take a look at:
ttp://74.125.113.132/search?q=cache:hbna-U2ent8J:www.otcbb.com/faqs/otcbb_faq.stm+"form+211"+Finra+approval"+criteria&cd=3&hl=en&ct=clnk&gl=us&client=firefox-a
One of the things it says is:
"After a Form 211 is filed, how long until the security can begin quotation on the OTCBB?
There is no standard time to process a 211 and clear the market maker to begin quoting a security on the OTCBB. The time it takes to review a 211 may vary significantly depending on many factors including whether or not FINRA has to request additional information from the market maker that submitted the form and upon how long it takes the market maker to respond to requests for additional information."
The fact that the company had a trading suspension in the last 12 months is one of a number of considerations that FINRA will use to determine whether or not to allow the filing MM to quote the stock on the OTC Bulletin Board. The suspension alone, however, would not be responsible for FINRA's denial of a listing.
I realize that the above mess may not have resolved your confusion, but I tried. And some may feel that the process differs from my portrayal.
Good Luck.
"You're probably correct, though."
That's pretty weak........probably?
Find a hole in the logic:
A positive answer to "the following statement does not mean that a suspension in the previous 12 months precludes an issuer from being listed:
"Has the Issuer or its predecessor (if any) been subject to a trading suspension order issued by the SEC during the past 12 months?"
If it did there would be no point in submitting the form."
It's OBVIOUSLY correct. You can stop asking the question now.....unless you're doing it strictly for entertainment.
Jay,
re: "But FINRA is a Self Regulatory Organization (SRO). And I have previously noted that one of the questions on the 211 application asks the Market Maker if the Issuer was under SEC investigation during the last 12 months.
Why?
Does that mean that the application will be denied if the answer is "yes?" I haven't been able to find anything that stipulates that.
But why else would the question be asked?
So in my own worst case scenario, I am assuming that the 211 application won't be approved until the answer to that question is "no," which would be in October."
The following, which you may have seen, was provided by an unusually lucid Yahoo poster:
A positive answer to "the following statement does not mean that a suspension in the previous 12 months precludes an issuer from being listed:
"Has the Issuer or its predecessor (if any) been subject to a trading suspension order issued by the SEC during the past 12 months?"
If it did there would be no point in submitting the form."
The question is a formality for the record, kind of like the "Have you ever been arrested?" on a job application. By itself, it won't stop you from getting the job.....but if you screw up later on people get to stand around saying "Guess we should've seen that coming."
Seriously, I'm sure you know that there are plenty of forms in various areas.....business, medicine, personal finance...... that ask questions that are simply informational and have no determinative purpose.
Thanks, oa.
I was expecting that the phrase "touts their specialty" might be reflected in a flashier fashion than an item on a list of about 4 dozen areas of practice.
I guess I'm just wondering if the fact that the new legal firm has a criminal practice while the old one doesn't leads automatically to the conclusion that one was released and replaced by the other for precisely that reason. And if it isn't possible that Brown Rudnick just walked of their own volition, necessitating a new hire.
As I understand it, the SEC civil issues and any criminal issues would be dealt with in totally different venues anyway....and one would reasonably expect that they would require totally different legal teams. The existing team was very well qualified to deal with the SEC and class action issues and the hiring of a separate team to cover the officers criminal concerns wouldn't have been an unreasonable expectation. In fact, I suspect that the officers would not be insured should they be found criminally culpable, making separate legal teams that much more practical.
Obviously the reason for this change is less black and white to me than it is to others.
"Greenberg, Taurig touts their specialty in white collar CRIMINAL defense and has a number of ex-US prosecutors with experience handling CRIMINAL defense."
Can I trouble you to point out where GT "touts their specialty in white collar CRIMINAL defense", please? I've seen that reference on the board before, but didn't notice it highlighted on their website.
http://www.gtlaw.com/AboutUs
Thanks in advance.
This guy needed to be replaced?
http://www.brownrudnick.com/bio/bio.asp?ID=227&ForwdName=Martin+S.+Siegel
"SpongeTech has engaged Greenberg Traurig, LLP on December 30, 2009 to handle the current SEC investigation and class action suits."
OT,
I dropped 'em an email......will report.
Sure doesn't look anything like the SPNG product after a good zoom. FWIW, I was unable to find the pictured sponge anywhere else.
Hode dee fone, Macky!
Am I the only one that doesn't recognize that as the Spongetech Sponge?
Isn't it supposed to have bumps on it and soap inside and a raised Bob versus an inked one?
Has anyone seen any details of the Viacom agreement apart from:
"On October 14, 2008, we entered into a license agreement with MTV Networks, a division of Viacom International, Inc. (“MTVN”). The agreement granted us a license to use the name, trademark, and logos, and likeness of characters associated with the MTV Network television series “Dora the Explorer”, “Go Diego Go” and “SpongeBob Squarepants”. Under the agreement the license may be used for bath sponges and packaging. The term of the agreement commenced on October 1, 2008 and expires on December 31, 2010. We are actively working with MTVN to fully develop the SpongeBob, Dora and Diego products licensed and to get these products to market as soon as possible."
http://sec.gov/Archives/edgar/data/1201251/000114420409002030/v137081_10q.htm
No mention of geographical terms, exclusivity...
What are the origins of the "$2.50 at TESCO" story and is there any source that confirms whether the SPNG product is actually sold at TESCO at all?