Grupo Resilient International Inc (GRUI)

[trading4art]

hey stoop I mean porch....as discussed many times on this board quiet period really doesn't exist anymore..

Posted by: trading4art
In reply to: None Date:12/6/2005 8:15:17 PM
Post #of 17051

Re Quiet Period....my understanding is that there are no real changes in HISC ability to continue to release PRS during the quiet period plus new Sec Rules became more lenient as of Dec 1,2005. An interesting article.

http://www.masshightech.com/displayarticledetail.asp?art_id=70376&cat_id=104

Cache & Packets: Rules turn up volume on the mythical quiet period
11/28/2005 07:23 AM
By Efrain Viscarolasaga
Technically, the term “quiet period” does not appear in the original Securities Act of 1933. There are also no specific laws or guidelines describing what a company can or cannot say to the press during the time surrounding the registration and execution of its initial public offering, nor any punitive elements for noncompliance, according to a spokesperson for the U.S. Security and Exchange Commission.

The ambiguity regarding the practice has even caused some to claim the regulations are a myth — a common practice created by lawyers to keep companies and executives in line during the delicate process of going public that (inadvertently?) frustrates journalists and other information seekers.

Yet as much as we journalists may hate to admit it, the quiet period does exist, both as a common practice and as a series of regulations stemming from the original Securities Act. It is not officially called the quiet period, however. It is called Section 5.

But fear not, fellow scribes, information hounds and company executives looking to take your companies public: Beginning Dec. 1, the quiet period will get a new look.

Stemming from a group of rule changes approved last summer, the SEC has broadened the scope of what kinds of communications companies can make, both in pre-IPO stage and after registration.

According to Keith Higgins, a partner at Boston law firm Ropes & Gray LLP, the new rules reflect a change in how the SEC looks at communication, without changing the spirit of the original provisions, which aim to keep companies from overhyping their stock before and during the registration period.

“This was a regime that seemed fairly reasonable in 1933 but as information becomes more ubiquitous, issues have been raised,” he said.

The new rules are aimed at updating the old ones. They are basically saying ‘we don’t really care that you make communications, but you have to be responsible for what you say.’

The highlights of the rules grant companies greater leeway in their communications both before and after the registration period.

The major points:

• Company executives and other involved parties are permitted to engage at any time in oral and written communications, including use at any time of a new type of written communication called a “free writing prospectus.” However, transmitting information from outside the realm of the prospectus would mean the company would have to file an addendum to its registration, pointing out the information released.

• All reporting issuers are, at any time, permitted to continue to publish regularly released factual business information and forward-looking information. This allows companies to continue with their normal business communications through the process. They do not need to remove items from their website nor decline speaking engagements because they are in the quiet period, according to Ettore Santucci, a partner and head of the corporate finance group at Goodwin Proctor LLP.

• Communications by issuers more than 30 days before filing a registration statement will be permitted so long as they do not reference a securities offering that is the subject of a registration statement. This concerns the pre-IPO period. Previously, if companies made comments to the press, or an interview or other press-related activity was published within 30 days of a company’s registration, the company would have to postpone that registration. Under the new rules, as long as the company does not make projections or does not talk about the offering itself, it is safe to do interviews or other press-related activity.

While Santucci, Higgins and others said the new rules are a good thing for companies going public, it remains to be seen how they will change the actual behavior of companies during their IPO period.

“The jury is still out on whether or not the free writing prospectus is going to be widely used,” said Higgins. “I would expect there to be limited use in the IPO context (as opposed to other offerings).”

Santucci echoed that idea.

“From a planning point of view, I don’t think people will change the way they do things all that much,” said Santucci. “It will just allow them to plan with more certainty as they go public.”