Tuesday, October 30, 2007 4:25:34 PM
Does a sale of securities in a private placement at a discount to the market value to officers, directors, employees, or consultants require shareholder approval under Rule 4350(i)(1)(A)?
Yes. The issuance of common stock or securities convertible into or exercisable for common stock by the company to its officers, directors, employees, or consultants, or an Affiliated Entity of such a person, in a private placement at a price less than the market value of the stock is considered a form of "equity compensation" and requires shareholder approval. For this purpose, market value is the closing bid price immediately preceding the time the company enters into a binding agreement to issue the securities. An Affiliated Entity is any entity where an officer, director, employee or consultant of the company: (i) is a partner, executive officer, or controlling shareholder, or (ii) would be the beneficial owner of or have a pecuniary interest in the securities issued by the company.
http://www.nasdaq.com/about/FAQsCorpGov.stm#PP5
You have to have a market maker in order to be a legit stock listed on an exchange. For example, in order to be listed on the NASDAQ the company has to have at least 3 market makers.
Why is the share price dropping? People who loaded up all those shares a month ago, are selling because they are getting impatient that they aren't making any money. The sell-virus is very contagious!
These are some cheap shares...Its a good point to load up, in my opinion.
Check out the board:
http://investorshub.advfn.com/boards/board.aspx?board_id=12773
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