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Re: Been_Burned_Before post# 7857

Wednesday, 11/01/2006 5:28:56 PM

Wednesday, November 01, 2006 5:28:56 PM

Post# of 14027
BBB, for all intents and purposes GFCI or CTBG is currently not a fully reporting company. They have certain exemption when it comes to spinning off a sub. The way I read the SEC's explaination it shouldn't be that difficult to spin-off CTBG from Grifco.

Detail explaination of each item can be found at this link: http://www.sec.gov/interps/legal/slbcf4.txt



A. The Subsidiary Does Not Have to Register the Spin-Off if Five Conditions are Met

It is the Division's view that the subsidiary does not have to register a spin-off under the Securities Act when:
* the parent shareholders do not provide consideration for the spun-off shares;

* the spin-off is pro-rata to the parent shareholders;

* the parent provides adequate information about the spin-off and the subsidiary to its shareholders and to the trading markets;

* the parent has a valid business purpose for the spin-off; and

* if the parent spins-off "restricted securities," it has held those securities for at least two years.