ScripsAmerica Inc. (SCRCQ)

[coolerheadsprevail]

What period of time do you relate to your term for a "while" ?In your statement that "if there isn't sufficient buying interest his (B.S.) constant supply flooding the market every week could potentially dampen the market for a while". For a while (6Mos), he can only sell 100,000 shares per week and in fact may buy shares not sold under the 100,000 cap up to a million shares in 10 weeks. He can not sell any significant amount for 9 mos.

Nope. Wrong again.

There are two distinct restriction periods. The first is for 6 months following his resignation. The second is for 9 months following his termination.

Unless Jeff Andrews and SCRC's legal counsel muffed his very first SEC filing as the new CEO, that is precisely what the convoluted 8K is saying. It is clear that the termination date is later in time from the resignation date, and is most likely following the 12-month period in which BS Schneiderman has agreed to continue providing an indirect form of consultative services. See excerpt below:

Mr. Schneiderman will meet with the Company’s new management, as may be requested, at any mutually convenient time during regular business hours up to the close of business on June 30, 2016 and provide such factual background information, documents, files, e-mails, computer files, etc. as may be requested or which he may deem potentially helpful or informative in providing continuity.

The 8K clearly states what the "resignation date" is:

Mr. Scheniderman’s resignation shall be effective on June 30, 2015

Therefore, by process of elimination, the "termination date" must be June 30, 2016, once BS Schneiderman's obligations to meet with SCRC mgmt whenever SCRC mgmt beckons him to come hither come to an end.

This is consistent with the following in the 8K as well:

For a period of six (6) months following his resignation on June 30, 2015, Mr. Schneiderman may sell up to 100,000 shares per week, and may accumulate any unsold amount from week to week for a maximum of ten (10) weeks or a total of One Million (1,000,000) shares.

Upon the sale of all or any part of the accumulated total, Mr. Schneiderman may either sell up to 100,000 shares per week and/or accumulate the difference between the amount sold and the 100,000 share cap.

For a period of nine (9) months after his termination, Mr. Schneiderman may publicly sell up to 150,000 shares each week, and may accumulate any unsold amount from week to week for a maximum of ten (10) weeks or an aggregate of One Million Five Hundred Thousand (1,500,000) shares.

Upon the sale of all or any part of the accumulated share total, Mr. Schneiderman may either sell up to 150,000 shares and/or accumulate the difference between the amount sold and the 150,000 share cap.

Only the CORE would attempt to spin the above restrictions as saying that BS Schneiderman "can buy any unsold amounts up to 100,000 shares" during his initial post-resignation 6-month restriction period. First off, that interpretation makes zero sense -- you can't restrict someone from buying, and what company would do so? Second, 4th grade English grammar and composition tells us that what this excerpt is saying is that BS Schneiderman can elect to not sell the full 100k shares per week, but instead accumulate them (think rollover minutes from AT&T) up to a max of 1M shares. The sentence immediately following that tells us that BS Schneiderman is permitted to dump these accumulated shares, when it starts off by saying "Upon the sale of all or any part of the accumulated total..."

Still not convinced? Ask yourself: If BS Schneiderman was restricted to a hard limit of 100k shares per week, then how would the sentence above make any sense? What could "Upon the sale of ALL or any part of the accumulated total" even mean then, hmmm? What that clause is saying is this:

If BS Schneiderman wants to dump early and often, he is limited to 100k shares per week. HOWEVER, if he wishes, he can elect to NOT sell during any particular week (or weeks) and accumulate those shares. If he skips one week, then the next week he can sell 200k. He can accumulate these unsold shares for a max of 10 weeks and then dump all 1M accumulated shares at one time. With 26 weeks in this 6-month restriction period, BS Schneiderman can theoretically rinse and repeat this cycle twice for 1M shares a pop, and then again for 600k shares.

GET IT???

And guess what? The above only takes us thru 12/31/15. After that, the sky's the limit until 6/30/16, when a new 9-month restriction period kicks in, but this time at a 150k share per week limit -- which means that he can wait patiently for 10 weeks at a time and then dump 1.5M shares at a time. If I were BS Schneiderman, why would I sell during a death spiral? I would wait until support formed, technical indicators improved, and then as soon as the 10K and 10Q's are filed, wait for the next PR that can be reasonably pumped, and then dump all my accumulated shares on the pop. Then rinse and repeat until the 9-month restriction elapses.


To circle back to a prior point re: the resignation and termination dates being two distinct dates, the ONLY other way that these two are the SAME 6/30/15 date would be if SCRC is using these terms synonymously (although it would be poor form from a "continuity" and "consistency" standpoint to use different terms to say the same thing) but is simply disclosing two different restrictions that run concurrently but are for different types of shares or different sale types. Note that in the first restriction, it states that BS Schneiderman "may sell up to 100k shares per week", but then in the second restriction, it states that he "may publicly sell up to 150k shares/week". Notice the word "publicly" in the second restriction?

The devil is in the details and this is unfortunately a very BS Schneiderman-esque type of wording that is in this 8K. Given SCRC's history, one can't know for sure whether these differences are intentional because they actually mean different things... ...or if these differences don't mean squat and it is simply SCRC being sloppy in how it words its public announcements.

Either way, the ability to accumulate and then dump en masse is clear. The only point that is not 100% crystal clear is whether there are two separate restriction periods (in which case, the max selling is between 100k-1M shares at a time for the first 6 months, followed by a max of between 150k-1.5M shares for another 9 month period beginning next summer) or two concurrent restriction periods (in which case, the max selling is between 250k-2.5M shares at a time for the first 6 months, followed by 150k-1.5M share max for the final 3 months).