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fluke321

02/11/08 7:12 PM

#15896 RE: docshazam #15894

Just So You know - Quiet Period

Under US securities law, companies in the so-called quiet period are prohibited from selling or promoting their shares outside of a prospectus. It doesn't necessarily have a negative connotation.

From the SEC:


"The federal securities laws do not define the term "quiet period," which is also referred to as the "waiting period." However, historically, a quiet period extended from the time a company files a registration statement with the SEC until SEC staff declared the registration statement "effective." During that period, the federal securities laws limited what information a company and related parties can release to the public.

On June 29, 2005, the Commission voted to adopt modifications to the registration, communications, and offering processes under the Securities Act of 1933. Among many other provisions, the rules update and liberalize permitted offering activity and communications to allow more information to reach investors by revising the "gun-jumping" provisions under the Securities Act. The cumulative effects of these rules are as follows:

Well-known seasoned issuers 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," subject to enumerated conditions (including, in some cases, filing with the Commission).

All reporting issuers are, at any time, permitted to continue to publish regularly released factual business information and forward-looking information.

Non-reporting issuers are, at any time, permitted to continue to publish factual business information that is regularly released and intended for use by persons other than in their capacity as investors or potential investors.

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.

All issuers and other offering participants will be permitted to use a free writing prospectus after the filing of the registration statement, subject to enumerated conditions (including, in some cases, filing with the Commission). Offering participants, other than the issuer, will be liable for a free writing prospectus only if they use, refer to, or participate in the planning and use of the free writing prospectus by another offering participant who uses it. Issuers will have liability for any issuer information contained in any other offering participant's free writing prospectus as well as any free writing prospectus they prepare, use, or refer to.

The exclusions form the definition of prospectus are expanded to allow a broader category of routine communications regarding issuers, offerings, and procedural matters, such as communications about the schedule for an offering or about account-opening procedures.

The exemptions for research reports are expanded.
A number of these new rules include conditions of eligibility. Most of the rules, for example, are not available to blank check companies, penny stock issuers, or shell companies.
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MorningLightMountain

02/11/08 8:38 PM

#15899 RE: docshazam #15894

Bear Stearns and NJ "(pre)-approved bonds" looked "very legit" too.....

"""Mostly panicked sellers who have lost money.....selling into the crowd when the news comes out...."""

either that, or excess supply hit the market from some OTHER source that has a habit of MIA schedule 13-Ds.....naw, couldn't be that, I take it back!!!......

"""Looks like people are missing the positive inside story from Techno or 5years etc"""

"inside story"....the Co itself says there are only certain authorized sources.....and techno is banned, NEVER really said a bad word about the Co over many years, no matter what bandwagon business plan (like when ethanol was all the rage, before that the gravity detector, etc)...tom speaks in cyphers half the time, and 5years showed us the Yonts article, which sure didn't look positive to ME about KY funding.....things like the bonds haven't been sold yet, and many KY projects are on hold, due to the state's fiscal issues.....what was positive about THAT, except Mr Yonts dedication to keep "pushing" and "urging".....and where is the rest of the KFA money???

"""...buy a few million or more shares very cheap...save some of the 110 Million"""

yep, you would think so, for a measly few million bucks, a drop in the IA "Dubai money pool", they could easily have over 5% of the outstanding by now.....but I have yet to see a schedule 13-D from them as well, and this has officially been going on over 1.5 months (or longer, if you're "in the know", right????).....so there is no evidence IA is taking advantage of the huge money-saving PPS we have been seeing, even when the stock was in the .70s......and my experience is that a stock goes UP when someone is eager to buy large amounts....guess those Dubai-connected dudes have money to burn, and don't care about common sense business practices.....probably light their cigars with $100 bills, or something like that, since they have the money to burn watching PPS at less than 1/3 their offer price, but can't seem to cross the 5% threshold after all this time.....

PS: didn't you say the PPS wouldn't break .50 (or that it was a good "comfort level)????