I am still befuddled by this whole issue of whether SPNG can amend its certificate of incorporation in Delaware to change the A/S and yet not have that change be legally binding until filed with SEC. I just do not get it.
So, I decided to look back in SPNG's history for some clues.
Looking back at the Q2 10q from 2009, we see that it was filed on Jan 14, 2009. As of Jan 13, the O/S was 1.17B. However, the largest A/S shown in an SEC document prior to Jan 14 was 1B (filed in the Q1 10q in October 2008). So, IF A/S increases were not legal until filed with SEC, SPNG could not have issued shares above 1B before 1/14/09!!
Instead, the governing A/S when they were issuing those shares was the 1.3B A/S, which was filed with Delaware on December 12, 2008, but NOT filed with SEC until it appeared in the 1/14/09 10q: "Effective December 12, 2008, the Company’s Certificate of Incorporation was amended to increase its authorized capital to 1,305,000,000 shares consisting of 1,250,000,000 shares of common stock, par value $0.001, 40,000,000 shares of preferred stock, par value $0.001, and 15,000,000 shares of Class B Stock, par value $0.001."
THUS, it MUST be the case that Delaware A/S changes RULE. And the implication is that the current 8K is poorly worded (or deceptively worded) regarding the 965mm being a reduction in A/S. We are already there according to this logic.
Make sense? IF this is correct, then 965mm puts a good cap on the current O/S.
AI
