Replies to post #185547 on Plastic2Oil Inc (PTOI)

[Ignotus]

yes... but what can we do? :-)

[paige386]

HMM Didn't some people get information about FB (Face Book) ahead of the IPO isn't that an FD violation??????

[loanranger]

Some food for thought on the issue via the SEC itself:

"As prospective investors in a PIPE transaction are generally
unwilling to sign written confidentiality agreements,
companies usually address these issues in one of two
ways. Some companies issue a press release disclosing the
fact that they are conducting a private offering as soon as
is reasonably practicable. Any such press release should
comply with the conditions of the “safe harbor” found in
Rule 135c of the Securities Act. Other companies elect to
wait until the transaction closes to issue a press release.
Sometimes these companies or, more likely, their placement
agent will, as a condition to bringing a prospective investor
“over the wall” on the transaction, obtain verbal assurance
that the prospective investor will hold the information it
receives regarding the transaction (including the fact of the
transaction itself) in confidence and that it will not effect
trades in the company’s securities until the transaction
is publicly announced (or abandoned). Such assurances
are often confirmed by email and then supported by
representations, warranties and/or covenants made by the
prospective investor in the purchase agreement.

Upon the closing of a PIPE transaction, companies typically
issue a press release, and then file a Form 8-K describing
the transaction, which includes the press release and deal
documents as exhibits. Indeed, investors generally will
require that information regarding the transaction, and any
other material, nonpublic information that they have been
provided, be disclosed promptly following the closing so
that the investors are not precluded from trading in the
company’s securities after closing."

From "Raising Capital Through a PIPE Transaction, The Corporate Handbook Series"
Prepared privately, but appearing on the SEC website:
http://www.sec.gov/info/smallbus/gbfor25_2006/pidgeon_lewis_pipes.pdf

The import of this seems to be that, if the Pipe participants were provided with the SAIC report, and assuming that the company itself funded the report and not the pipe participants, the company should be sharing the report with the rest of the investment community. UNLESS the participants have signed confidentially agreements and assurances that they will not trade on any confidential information received (We have already seen a buy from Mr' Dunn, which would suggest that that is not the case.). The fact that the report was described in the PR as "preliminary" shouldn't have any bearing on the determination as to whether it should be published.

[Steady_T]

A look into the difference between public share trading and private placement will clear up and confusion on the issue.

It does seem a bit odd that the rules would be that different, but then that is part of what being a qualified investor gets you.

The other side of that is that the SEC takes a dim view of making a private placement known to the general public.

No General Solicitation

Cold Calling is not permitted.
Advertisements, articles, notices or any other communication cannot be published in any newspaper, magazine, newsletter or similar media or broadcast on TV, radio or cable.
No seminars or meetings may be held with regard to any current offering unless each invitee is known and qualified in advance.
No mention of any specific offering or past performance may be made at generic seminars (i.e. seminars to discuss the general concept of such investments).