The name change is for the SEC only which goes thru FINRA... The fact that there still is an Action Products is not of concern to WAFR shareholders because Action Products is not a public company that has shares outstanding and trades on an exchange.
It is however still an active company listed with the New York SOS. Its like in a way the fact that you can still dig up the name Oldsmobile or Pontiac when looking up information on General Motors...but as we all know neither of them functions any more when it comes to producing cars... but trust me the both are still carried on the books within the structure of General Motors... and since I live here in MI and have a few relatives that are in GM's upper management I know this to be a fact.
Wonder how many shareholders of GM are posting somewhere that Pontiac is still in business because they cant find a "going out of business" filing ... LOL
Calrod, I apologize for the long answer to follow. It is short and sweet to say it doesn't matter, etc. but understanding how this works requires more words. :-)
First, there are TWO mergers in play: 1) Action Products International (Florida) + COREwafer Industries 2) Action Products International (New York) + Core Wafer Systems There were TWO Action Products International, one in Florida and the subsidiary in New York.
Action Products International or APII was registered in Florida prior to the name and symbol change.
Then, somewhat before the name and symbol change, Gary and Co. created COREwafer Industries in Nevada.
A month after the name and symbol change Gary merged Action Products International, registered in Florida, into COREwafer Industries, registered in Nevada. (This probably should have been done at the same time, but that's another issue.)
That merger is documented at both ends, in Nevada under COREwafer Industries as a "Merge In" and in Florida under Action Products International, which is now INACTIVE/MERGED. Documents filed in Florida are available for download online (unlike documents filed in Nevada and New York), so any one who wants can download the filing and confirm that Action Products International in Florida merged into CoreWafer Industries, the surviving corporation.
So, WAFR, formerly APII, is now registered in Nevada. In the merger agreement, APII/WAFR stated that Action Products International in New York is a subsidiary, that it would merge with Core Wafer Systems, and that it would then cease to exist, which in corporate registration speak is "inactive."
I have found no information available from any source not connected to WAFR that confirms that the Action Products International registered in NY is, in fact, a subsidiary. However, WAFR claims it as a subsidiary, so let's assume that part at least is true.
On Monday, WAFR produced a copy of the Certificate of Merger they claim to have mailed on Oct 22, 2012 to Albany. That document says Core Wafer Systems is merging with Action Products International in New York. The filing, that is, the ACCEPTANCE of that document by the NY DOS, is exactly what the merger agreement says has to happen. Simply mailing it, if they did, is NOT sufficient. Once accepted, Action Products International will show "INACTIVE Merged Out."
By phone, the NY DOS says there have been no filings made with respect to Action Products International. No merger, either accepted or rejected. Furthermore, they say that it would show on the website as "INACTIVE Merged Out," just like the example above. I'm inclined to believe them. That is the answer to your question, "Why they are still showing up on the NY SOS?"
As for this question:
Can a business that changed it's name still operate under the old registered name in NY?
WAFR and Action Products International are separate companies. The whole point of merging Core Wafer Systems with Action Products in New York is to turn CWS into WAFR's subsidiary. In doing so, WAFR may think they are shielding themselves from CWS's liabilities. Probably Roger and Louis are probably trying to do the same. WAFR will own CWS; Roger and Louis will own shares of WAFR.
Here's the extraordinary part: the date the merger filings were made, Oct 24, 2012, is exactly 91 days after the Settlement Date of the lawsuit with Sandia Technologies. CWS was supposed to cough up half a million within 90 and failed to do so.
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