An open letter to our WINR shareholders from David Skinner, Jr. (re addition of "E" and potential delisting). As posted on Raging Bull and copied onto SI on May 18, 2000. http://www.siliconinvestor.com/stocktalk/msg.gsp?msgid=13735625 RAGING BULL POST: An open letter to our WINR shareholders from David Skinner, Jr. -
We have tried to communicate recent events relating to the 8-K and our SEC status and potential delisting through recent press releases, but in light of our delisting today I wished to apologize personally and to clarify the previously announced issues in order to put to rest the speculation that has been generated on this board.
The company does not have an in-house SEC attorney. We retain outside counsel to advise us in these matters. This problem arose in the first place due to an incorrect report by our attorney at that time of the deadline dates for receipt of the E and subsequent possible delisting. We ended up with a full month less time to file our 10-K and get it approved than we believed we had after we withdrew our initial submission (for the reasons detailed in a previous press release and with the SEC?s full agreement and encouragement). In response to this serious oversight, we engaged in search for a new SEC attorney, approaching more the 10 firms nationally. We ended up selecting an attorney who had been highly recommended by multiple sources.
With the assistance of this new attorney, we completed the Glennaire acquisition and prepared the 8-K. Upon filing, we were advised by multiple attorneys that we would immediately be fully reporting and that there existed a reasonable expectation that we would be notified within a matter of days that it would not be reviewed. Due to the thoroughness of the filing, we believed that we would be so notified, and that when NASD was notified of the acceptance without review of the filing that we would avoid even temporary delisting.
Following submittal of the 8-K, we were notified by the SEC that they were in receipt of the filing. We waited for the filing to make it into their system, and then followed up with calls to determine our status. We knew it was going to be close, but believed that the 8-K would be accepted without review in time to avoid delisting. When we were able to get a call back from the appropriate personnel at the SEC, we learned to our shock and amazement that the filing had been made under the wrong number. The 8-K was filed by our attorney under Winners? number and should have been filed under Glennaire?s. This was not a question we even knew to ask.. We rely on the counsel of people who we believe are knowledgeable in the field, and unfortunately we sometimes find ourselves let down. As a result, the filing has been sitting on the wrong desk at the SEC and we could therefore not get the acceptance we needed to avoid delisting. Needless to say, I accept full responsibility for and am deeply disturbed by this oversight and by the short term confusion and distress it has created for our shareholders.
The 8-K has been refiled under the correct number, and the filing is now in the proper hands. We are waiting to hear whether it will be accepted without review, which should occur in a matter of a few days. Unfortunately there is nothing we can do to expedite the process. We also expect to be filing our 10-QSB by tomorrow. This is the quarterly report required to maintain the full reporting status established by the 8-K. Thus, we are presently in full reporting status, and hope and expect that the SEC will accept the 8-K without review and notify us of this in the next 1-10 days. We will then make sure that such notification is communicated to the NASD and we will again be listed with full reporting status.
We will issue a press release as soon as we have a definitive answer from the SEC so that we may state facts rather than speculation. We have appreciated the patience and support of our many loyal shareholders through this period. Believe me when I tell you that no one wants this whole matter to be completed more than myself. We are greatly looking forward to being done with these endless bureaucratic complications and getting back to the exciting business of building the company.
BTW, I have just finished reviewing a beta of the new web site and we hope to have it up for all to see very shortly. Thanks again.
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