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Re: Kashkat post# 2721

Friday, 09/30/2011 7:52:46 AM

Friday, September 30, 2011 7:52:46 AM

Post# of 2842
ASYTQ can payout a "Liquidatiing Dividend" to shareholders >

Reverse Merger between ASYTQ and Crossing Automation, is still the most likely scenario.

MUST READ !!!



This recent Deletion of the stock of ASYTQ, is in all probability being done to benefit shareholders, and to allow for the originally anticipated thought of a Reverse Merger, between ASYTQ and Crossing Automation.

http://investorshub.advfn.com/boards/read_msg.aspx?message_id=67559684


A "liquidating dividend" is used when a corporation is dissolving and it needs to distribute its assets to its shareholders. Paid after satisfying all corporate debts, the liquidating dividend is meant to provide a return on investment. A corporation issues these dividends if it plans to terminate its business or, if it plans to merge with another corporation under a new name.

> Crossing Automation > Reverse Merger !!

When a corporation decides to shut down, it liquidates its assets. This means that the business sells off not just any inventory it may have, but its tools of production, building and any other assets it may have. The purpose of this exercise is to gain the money necessary to pay off its debts and then to distribute the remainder to its shareholders through a liquidating dividend. Often a liquidation is overseen by a receiver, or a chosen representative of the shareholders, who oversees the process to ensure that it runs smoothly and that the corporation maximizes the return from the sale of its assets.

When you receive a liquidating dividend, the amount will be reported to you on a 1099-DIV form, in either box 8 or 9. Only the amount that exceeds the taxpayer's basis in the stock is capital; this is taxed as a capital gain. The basis in the stock is how much the taxpayer paid to obtain the stock. The capital gain is treated as long-term or short-term depending on whether you owned the shares for longer than a year. If you purchased the stock at different times, divide the dividends into short-term and long-term proportionally, based on when each block of stock was acquired.

When one company merges with another, both sides generally want to avoid recognizing any gain on the transaction. As a result, the tax code allows for tax free mergers, or reorganizations. While there are many different types, the common thread is that in exchange for acquiring a target company's assets or stock, the acquiring company provides its stock, and sometimes cash and other property, to the target company's shareholders. The result is that the acquirer takes over the target and the former stockholders of the target company now become stockholders in the acquirer. The former target stockholders get their acquirer stock from a liquidating dividend.

The purpose of these types of mergers is to minimize tax repercussion, so if only stock is exchanged, no gain or loss will be recognized by either party. The former target company stockholders transfer their basis to their new stock, and when they sell their acquiring company stock they will use that figure to calculate their taxable gain or loss. However, if the merger is for cash and stock, the target company's stockholders must recognize gain attributed to the transaction to the extent they received cash. Their basis would be increased by the amount of gain they were taxed on. For example, if a shareholder receives $10,000 in cash along with stock from a merger and his investment had grown in value by $20,000 based on his original investment of $5,000, the following would occur. The shareholder would have to report $10,000 in gains and his new basis in the stock would be $15,000.




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