not wrong. any 1934 Act filings they make have nothing to do with whether or not the shares will be restricted. that's a 1933 Act issue and they have no 1933 Act registration statements on file that allow them to issue registered shares. the only relevance of their 1934 Act filings is whether the restricted shares will ever be tradeable.
no sense arguing anymore. you'll find out. and I'll go with my experience on this one. but if you're curious, you could call the SEC - the Chief Counsel's office in the Division of Corporation Finance will give you the same answer.
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