Spongetech Delivery Systems, Inc. (fka SPNGQ)

[OldTymer]

actually, cashdenuts, SPNG may know exactly how many NSS shares are out there. There is the NOBO list and the OBO list. Make sure you read the part about ADP. Between the DTC, NOBO and OBO lists (which they can request from ADP), they would know exactly how many NSS shares are out there, regardless of how many people in other countries short this stock, because eventually they have to do business with a US brokerage firm, whether they do it themselves, or through their own overseas broker, which will do business with a US Brokerage firm. In other words, between those three lists, they would have an accounting of every share held in SPNG from around the world:

The NOBO/OBO System The names of the ultimate beneficial owners of street name shares - i.e., the customers of the brokers and banks who have deposited the shares with DTC - are maintained by the brokers and banks, not by companies themselves. Recognizing that this system left companies without direct contact with a large proportion of their beneficial owners, the Commission adopted rules in 1983, which went into effect in 1986, requiring brokers and banks to provide companies with lists of "non objecting beneficial owners" (or "NOBOs") who did not object to having their names and addresses supplied to companies.17 Objecting beneficial owners (or "OBOs"), which constitute an estimated 75 percent of shares held in street name,18 still may be contacted directly only by the broker or bank, or its agent. Although companies may mail proxy materials directly to NOBOs, as a practical matter they never do so, because current SEC rules require companies to forward proxy materials through brokers and banks regardless of whether they are also mailed directly.19 Therefore, companies only use NOBO lists to mail out supplemental materials, annual reports and quarterly reports, which do not have to be mailed through brokers and banks.20 Furthermore, because only the brokers and banks are legally entitled to vote shares held in street name, companies cannot use NOBO lists to enable beneficial owners to vote directly with the company.

The Role of ADP

The overwhelming majority of brokers and banks have contracted out the administrative processes of distributing proxy materials, tabulating votes, and responding to requests for NOBO lists, to the Investor Communications Services Division of Automatic Data Processing, Inc. ("ADP").21 Brokers and banks accomplish this by transferring the proxy authority they receive from DTC (via omnibus proxy) to ADP via powers of attorney.22 ADP then mails the proxy statements and voting instruction forms (known as "VIFs") to beneficial owners. It does not mail "proxies" to beneficial owners; instead, it requests voting instructions from beneficial owners via the VIFs, and thereby retains the legal right to vote the shares.23 ADP, as the agent of the brokers and banks, also has the responsibility of creating NOBO lists upon request by companies.24 As discussed below, companies must reimburse ADP for its dissemination of proxy materials and other communications, and creation of NOBO lists according to a fee structure established by the NYSE and approved by the SEC.25 NOBO Has now become part of an overall fight back tactic. Companies are now calling for their nobo/obo and doing name changes, cert recalls to force the MMs from destroying their companies!


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