Monday, September 18, 2006 12:07:10 PM
HititUP: SEC CALL & COMING RESET...
From HSM, FWIW:
Today, 09:59 AM #6166
HititUP
HSM Addict
Join Date: Mar 2006
Location: Chicago
Posts: 2,202
I got a call back from the SEC today after I left them a question last Friday.
I asked what form CSHD would need to be authorized to do a price reset.
She said:
1) SEC does not authorize any price resets, it would have to go through the state (Most likely Delaware and not Georgia)
2) CSHD might have to set up a proxy for voter registration and voting.'
(Harris mentioned in the previous PR that will be set up - this week I believe)
So, short story shorter.. SEC isn't what allows them to reset. It can go through the state or by shareholder vote.
There is no form, from what she knows, that simply allows for a reset. There may be a form through the state though, or if they set something up for shareholder voting.
Hope this helps.
http://www.hotstockmarket.com/forums/showthread.php?t=42257&highlight=cshd&page=617
---------------
CEO (rule62) ON UPCOMING CSHD EVENTS
FWIW:
Sep 13th, 2006, 09:27 PM #388
rule62
HSM Regular
Join Date: Aug 2006
Location: Oklahoma City
Posts: 358
Quote:
Originally Posted by loudbay
please explain
Once you announce the merger is complete...you have 4 days to file the consolidated financials.
http://www.hotstockmarket.com/forums/showthread.php?p=681830#post681830
Sep 13th, 2006, 09:31 PM #403
rule62
HSM Regular
Join Date: Aug 2006
Location: Oklahoma City
Posts: 358
Quote:
Originally Posted by loudbay
I thought the S4 then 4 days... but 4 days sounds good to me...
Nope...old rules were 60 days...sec cracked down and now it is four days. Now a lot of companies are filing all the info at the same time in the same 8-K...know as a super 8-K
http://www.hotstockmarket.com/forums/showthread.php?p=681846#post681846
Sep 13th, 2006, 09:47 PM #474
rule62
HSM Regular
Join Date: Aug 2006
Location: Oklahoma City
Posts: 358
Quote:
Originally Posted by phil
You know I actually remember reading that a couple of weeks ago. Man it seems like ages. thanks
yeah...we run into this all the time when we are structuring R/M's. Companies want to run out and announce the R/m is complete...but they are a long way from having their financials...so we have to put off the news until we have the new financials. I would assume that Rufus as the financials done and is waiting on signatures. His Pr's come at weird times, so he is probably working around the clock.
http://www.hotstockmarket.com/forums/showthread.php?p=681925#post681925
Sep 13th, 2006, 09:39 PM #437
rule62
HSM Regular
Join Date: Aug 2006
Location: Oklahoma City
Posts: 358
Phil - here ya go...
Shortened Form 8-K Filing Deadline and Availability of Form 12b-25
The amendments to Form 8-K require issuers that are subject to the reporting requirements of Section 13(a) and Section 15(d) of the Exchange Act, other than foreign private issuers that file annual reports on Form 20-F24 or 40-F,25 to file required current reports on Form 8-K within four business days of a triggering event.26 These amendments do not affect the filing deadline for disclosures under Regulation FD (Item 7.01), voluntary disclosures (Item 8.01) and certain exhibits.
In the proposing release, we proposed a two business day deadline for Form 8-K, with provision for an automatic two business day extension upon a company's filing of Form 12b-25. Thus, the proposals would have permitted a four business day filing period whenever a company filed a Form 12b-25.
We received numerous comments and recommendations regarding appropriate filing deadlines.27 The comments ranged from support of the two business day deadline to recommendations of as much as ten business days. Similarly, we received mixed comments on the Form 12b-25 proposal.28 Some commenters noted that the Form 12b-25 proposal would complicate the process and that increased filings would reduce the significance of a Form 12b-25 filing.29 We are persuaded by these commenters that modifications to the proposals are warranted. Thus, we are not adopting the proposal to extend the Form 8-K filing deadline via Form 12b-25. Rather, we are adopting a four business day deadline for Form 8-K, with no provision for extension under Rule 12b-25.30 We believe that this change addresses commenters' concerns regarding the sufficiency of the filing period and simplifies the logistics of filing the four business day period.
http://www.hotstockmarket.com/forums/showthread.php?p=681884#post681884
Sep 13th, 2006, 09:36 PM #426
rule62
HSM Regular
Join Date: Aug 2006
Location: Oklahoma City
Posts: 358
You can look at several other deals done by the same firm that did TBV...they are all done like that as well...just had a drink with him!
http://www.hotstockmarket.com/forums/showthread.php?p=681870#post681870
Sep 13th, 2006, 09:48 PM #481
rule62
HSM Regular
Join Date: Aug 2006
Location: Oklahoma City
Posts: 358
Quote:
Originally Posted by Alien11
All Rufus did is state that the merger is complete, does he have to file an 8-K stating the completion and then gets the 4 day extension for the S-4?
That announcement will be filed in a form 8-K. All that has been seen by us is he PR. You have to file the 8-K, then you have 4 days to file the financials.
http://www.hotstockmarket.com/forums/showthread.php?p=681932#post681932
Sep 13th, 2006, 09:52 PM #497
rule62
HSM Regular
Join Date: Aug 2006
Location: Oklahoma City
Posts: 358
Quote:
Originally Posted by stocktrader22
I was told in the 8-K it states SB-4 will be filed after 10K
All that is needed to complete everything legally is an 8-K. All the information regarding the r/m can be filed in a form 8-K. they will have to file a form 10-K to be in compliance for the year end statement. I have said this before, the year end was June 30th. everything that happened after June 30 is irrelavent to the year end...unless they want to put in a current events section on the 10-K to discuss the merger and the financial statements. that would be a pain in the ass! All rufy needs is to file an 8-k in the next 4 days with the consolidated financial statements...then turn around and file Fronthauls year end numbers. piece of cake
http://www.hotstockmarket.com/forums/showthread.php?p=681952#post681952
From HSM, FWIW:
Today, 09:59 AM #6166
HititUP
HSM Addict
Join Date: Mar 2006
Location: Chicago
Posts: 2,202
I got a call back from the SEC today after I left them a question last Friday.
I asked what form CSHD would need to be authorized to do a price reset.
She said:
1) SEC does not authorize any price resets, it would have to go through the state (Most likely Delaware and not Georgia)
2) CSHD might have to set up a proxy for voter registration and voting.'
(Harris mentioned in the previous PR that will be set up - this week I believe)
So, short story shorter.. SEC isn't what allows them to reset. It can go through the state or by shareholder vote.
There is no form, from what she knows, that simply allows for a reset. There may be a form through the state though, or if they set something up for shareholder voting.
Hope this helps.
http://www.hotstockmarket.com/forums/showthread.php?t=42257&highlight=cshd&page=617
---------------
CEO (rule62) ON UPCOMING CSHD EVENTS
FWIW:
Sep 13th, 2006, 09:27 PM #388
rule62
HSM Regular
Join Date: Aug 2006
Location: Oklahoma City
Posts: 358
Quote:
Originally Posted by loudbay
please explain
Once you announce the merger is complete...you have 4 days to file the consolidated financials.
http://www.hotstockmarket.com/forums/showthread.php?p=681830#post681830
Sep 13th, 2006, 09:31 PM #403
rule62
HSM Regular
Join Date: Aug 2006
Location: Oklahoma City
Posts: 358
Quote:
Originally Posted by loudbay
I thought the S4 then 4 days... but 4 days sounds good to me...
Nope...old rules were 60 days...sec cracked down and now it is four days. Now a lot of companies are filing all the info at the same time in the same 8-K...know as a super 8-K
http://www.hotstockmarket.com/forums/showthread.php?p=681846#post681846
Sep 13th, 2006, 09:47 PM #474
rule62
HSM Regular
Join Date: Aug 2006
Location: Oklahoma City
Posts: 358
Quote:
Originally Posted by phil
You know I actually remember reading that a couple of weeks ago. Man it seems like ages. thanks
yeah...we run into this all the time when we are structuring R/M's. Companies want to run out and announce the R/m is complete...but they are a long way from having their financials...so we have to put off the news until we have the new financials. I would assume that Rufus as the financials done and is waiting on signatures. His Pr's come at weird times, so he is probably working around the clock.
http://www.hotstockmarket.com/forums/showthread.php?p=681925#post681925
Sep 13th, 2006, 09:39 PM #437
rule62
HSM Regular
Join Date: Aug 2006
Location: Oklahoma City
Posts: 358
Phil - here ya go...
Shortened Form 8-K Filing Deadline and Availability of Form 12b-25
The amendments to Form 8-K require issuers that are subject to the reporting requirements of Section 13(a) and Section 15(d) of the Exchange Act, other than foreign private issuers that file annual reports on Form 20-F24 or 40-F,25 to file required current reports on Form 8-K within four business days of a triggering event.26 These amendments do not affect the filing deadline for disclosures under Regulation FD (Item 7.01), voluntary disclosures (Item 8.01) and certain exhibits.
In the proposing release, we proposed a two business day deadline for Form 8-K, with provision for an automatic two business day extension upon a company's filing of Form 12b-25. Thus, the proposals would have permitted a four business day filing period whenever a company filed a Form 12b-25.
We received numerous comments and recommendations regarding appropriate filing deadlines.27 The comments ranged from support of the two business day deadline to recommendations of as much as ten business days. Similarly, we received mixed comments on the Form 12b-25 proposal.28 Some commenters noted that the Form 12b-25 proposal would complicate the process and that increased filings would reduce the significance of a Form 12b-25 filing.29 We are persuaded by these commenters that modifications to the proposals are warranted. Thus, we are not adopting the proposal to extend the Form 8-K filing deadline via Form 12b-25. Rather, we are adopting a four business day deadline for Form 8-K, with no provision for extension under Rule 12b-25.30 We believe that this change addresses commenters' concerns regarding the sufficiency of the filing period and simplifies the logistics of filing the four business day period.
http://www.hotstockmarket.com/forums/showthread.php?p=681884#post681884
Sep 13th, 2006, 09:36 PM #426
rule62
HSM Regular
Join Date: Aug 2006
Location: Oklahoma City
Posts: 358
You can look at several other deals done by the same firm that did TBV...they are all done like that as well...just had a drink with him!
http://www.hotstockmarket.com/forums/showthread.php?p=681870#post681870
Sep 13th, 2006, 09:48 PM #481
rule62
HSM Regular
Join Date: Aug 2006
Location: Oklahoma City
Posts: 358
Quote:
Originally Posted by Alien11
All Rufus did is state that the merger is complete, does he have to file an 8-K stating the completion and then gets the 4 day extension for the S-4?
That announcement will be filed in a form 8-K. All that has been seen by us is he PR. You have to file the 8-K, then you have 4 days to file the financials.
http://www.hotstockmarket.com/forums/showthread.php?p=681932#post681932
Sep 13th, 2006, 09:52 PM #497
rule62
HSM Regular
Join Date: Aug 2006
Location: Oklahoma City
Posts: 358
Quote:
Originally Posted by stocktrader22
I was told in the 8-K it states SB-4 will be filed after 10K
All that is needed to complete everything legally is an 8-K. All the information regarding the r/m can be filed in a form 8-K. they will have to file a form 10-K to be in compliance for the year end statement. I have said this before, the year end was June 30th. everything that happened after June 30 is irrelavent to the year end...unless they want to put in a current events section on the 10-K to discuss the merger and the financial statements. that would be a pain in the ass! All rufy needs is to file an 8-k in the next 4 days with the consolidated financial statements...then turn around and file Fronthauls year end numbers. piece of cake
http://www.hotstockmarket.com/forums/showthread.php?p=681952#post681952
Discover What Traders Are Watching
Explore small cap ideas before they hit the headlines.
