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success622

04/05/05 11:02 AM

#9667 RE: joedimaggio_6 #9661

Joe D, here is a copy of a post I made recently
on RB, where I found some info on quiet period definitions. They aren't limited to just IPOs, but 'any' registration statement; which covers the BSDS joint registration statement mentioned below. I was also directly told the company is in a quiet period..but no further comment as to when it started, what it is specifically for, when it will end, etc.

Here's the info:
Quiet period applicable for registration statement:

From SEC website:
"Quiet Period

The term "quiet period," also referred to as the "waiting period," is not defined under the federal securities laws. The quiet period extends from the time a company files a registration statement with the SEC until SEC staff declares the registration statement "effective." During this period, the federal securities laws limit what information a company and related parties can release to the public. Rule 134 of the Securities Act of 1933 discusses these limitations. "

www.sec.gov/answers/quiet.htm


From NEOM press release dated 12/31/04:
"Mr. Jensen also said that NeoMedia and BSD/Triton will file a joint registration/information statement with the SEC for review. Closing of the acquisition and merger will occur when the review is complete and the registration is approved, he said."

www.neom.com/press_releases/2004/20041221.jsp


The SEC states a quiet period exists when a registration statement has been filed and extends until it is approved; and NEOM said in December there would be a joint registration statement filed with the SEC. Thus it seems logical that NEOM is in a quiet period, as we haven't seen the BSDS announcement yet. (A registration statement isn't limited to IPOs)