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Re: tetrahedron32547 post# 4984

Saturday, 02/07/2009 3:56:14 PM

Saturday, February 07, 2009 3:56:14 PM

Post# of 8201
Someone correct me if I'm wrong but, it is my understanding that there is a significant difference between authorized shares and registered shares. Although shareholders are being asked to authorize additional shares, the company is required (in most cases) to register any additional shares before they are allowed to issue. Share registrations are required by the SEC to be made public. Although the company may obtain authorization to issue up to 800mm shares they are not required to register them unless they intend to issue them. IMO if the vote passes and the co were to register all 800mm without a very good explanation, I would question my investment here. However, if authorization is obtained and subsequently an appropriate amount of shares are registered along with an explanation of the intended use of capital, I would not be concerned.
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Authorized shares definition,

Shares authorized is the maximum number of shares that a company can issue. This number is specified in the company's articles of association but can be changed by shareholder approval. A company usually authorizes a higher number of shares than required to be able to issue stock in the future.

http://en.wikipedia.org/wiki/Shares_authorized
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Registration Under the Securities Act of 1933

The SEC accomplishes these goals primarily by requiring that companies disclose important financial information through the registration of securities. This information enables investors, not the government, to make informed judgments about whether to purchase a company's securities.

Here’s how an overview of how the registration process works. In general, all securities offered in the U.S. must be registered with the SEC or must qualify for an exemption from the registration requirements. The registration forms a company files with the SEC provide essential facts while minimizing the burden and expense of complying with the law. In general, registration forms call for:

A description of the company's properties and business;
A description of the security to be offered for sale;
Information about the management of the company; and
Financial statements certified by independent accountants.
Registration statements and prospectuses become public shortly after the company files them with the SEC. All companies, domestic and foreign, are required to file registration statements and other forms electronically. Investors can then access registration and other company filings using EDGAR.

http://www.sec.gov/answers/regis33.htm

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