SunWorks Inc (SUNWQ)

[Intotheblack]

S-3 could mean a merger and/or up-listing is Imminent:
This all appears to say that SLTD right now as we know it is not eligible for the S-3 because we are an OTC listing? Please correct me if I am wrong... Sounds like OTC stocks can't do them? Can anyone find evidence contrary?

Right from the SEC site:

Question 116.12

Question: For purposes of General Instruction I.B.3 of Form S-3, does "quoted on the automated quotation system of a national securities association" include securities quoted on the OTC Bulletin Board or the Pink Sheets?

Answer: No. [Feb. 27, 2009]

Source:
http://www.sec.gov/divisions/corpfin/guidance/safinterp.htm

S-3 Form Explained:
Eligibility to Use Shelf Registration Statements
Not every company is eligible to use a shelf registration statement. To be eligible, the company must be a public company (and have been a public company for at least 12 months prior to filing the registration statement), have a timely reporting history for the last 12 months, and not be in default on indebtedness for borrowed money or material leases, or have failed to pay dividends or sinking fund installments on preferred stock since the end of its last fiscal year (together, the Company Requirements).

Shelf-eligible companies are then further divided into two classes based on the size of the issuer's public float (as discussed below). A larger company may use a shelf for a primary offering (sale by an issuer of newly issued securities) if (1) the aggregate market value of its voting and nonvoting common equity held by nonaffiliates (the "public float") is at least $75 million, within 60 days of the filing of the registration statement, or (2) only nonconvertible investment-grade securities are being offered. Companies with a public float of less than $75 million may nevertheless register primary offerings on a shelf if the company (1) meets all of the other eligibility requirements, (2) is not (and has not been during the previous 12 months) a shell company, (3) has a class of common equity securities listed on a national securities exchange (i.e., not the over-the-counter market or the "pink sheets"), and (4) does not sell in a 12-month period more than the equivalent of one-third of its public float (the "one-third cap").

Source:
http://www.americanbar.org/publications/blt/2010/08/04_lynn.html