Replies to post #181134 on KMA Global Solutions International (KMAG)

[FACT-MASTER]

That's interesting indeed, any idea why that valuation would be updated like that?

Footnote 1 = 1Market Value calculated only for respective security

Why would anybody need a recent valuation of KMAG?

Also noticed the short interest was updated as well

Short Interest 344,291 (103.74%)
Jan 31, 2014

Can somebody please explain what is going on here?

[TradingCharts]

Financial Reporting/Disclosure
Reporting Status
Dark: Alternative Reporting Standard
Deregistered a/o Sep 16, 2008

BrentUSA I read this part and it reminded me what "rubber" likes to point out. "Deregistered a/o Sep 16, 2008"

Yes this is true but; lets ask why a company would go "Dark"

I found this article a while back.

Mr. Reid, made a very smart financial move, going "Dark". As many companies have in the past. You see it is all about the money.

What “Going Dark” Means
“Going dark” refers to the process of voluntarily delisting a public company’s shares from a national securities exchange or inter-dealer quotation system (if so listed or quoted) and subsequently deregistering the shares under the Exchange Act, thus suspending or terminating the company’s public reporting obligations under the Exchange Act. Delisting alone does not eliminate public reporting requirements. Many non-listed companies are also reporting issuers. However, for such an unlisted public reporting company, the lack of a stock exchange listing may substantially diminish the benefits of remaining a public company.

“Going dark” should not be confused with a “going private” transaction. A “going private” transaction generally involves the cash-out of all or a substantial portion of a company’s public shares so that the company becomes eligible to delist and deregister its shares under the Exchange Act. “Going private” transactions can take many forms and may involve a merger, tender offer or reverse split of the company’s shares. “Going private” transactions require extensive and detailed disclosure filings under Rule 13e-3, the “going private” rule. “Going private” transactions are often undertaken by or at the direction of controlling shareholders or third party acquirors and require extensive board consideration, disclosure, fairness opinions, SEC filings and often a shareholder vote.

“Going dark,” on the other hand, can be accomplished without a shareholder vote, fairness opinion or any shareholder cash out. While some companies electing to delist and “go dark” have considered the possibility of providing shareholders with a liquidity event, such as a tender offer or stock repurchase program, in practice this is not often done because companies which “go dark” rarely have sufficient cash resources to make a meaningful tender offer. Nevertheless, such a liquidity event could be undertaken in connection with a “going dark” transaction by a company that has the cash resources to offer one, provided that care is taken not to trigger the “going private” rules.2

Procedures for “Going Dark”
To understand the “going dark” procedure, it is first necessary to understand what triggers Exchange Act reporting requirements. A company’s Exchange Act obligations can be triggered in any of three ways:

under Section 12(b) if it has shares listed on a national securities exchange;
under Section 12(g) based on having over 500 record holders of a class of securities and total assets exceeding $10 million3; and
under Section 15(d) by having a registration statement declared effective under the Securities Act.
Each of these three independent predicates for Exchange Act registration must be separately addressed as a company considers whether and how to “go dark.”4

Both U.S. domestic issuers and foreign private issuers can delist and/or deregister if there are less than 300 holders of record of the relevant class of its securities as defined in Rule 12g5-1. It is possible for a company to have less than 300 holders of record of a class of securities even though it has thousands of beneficial owners of that class of securities. This is because, in counting record holders, in general, the issuer need only count the number of registered holders on its shareholder list and if depositaries are listed, the number of holders for whom the depositary holds securities. For most U.S. issuers, this mean counting the registered holders and adding the number of participants listed in the security position listing of DTC, the principal depositary for U.S. issuers.5 For purposes of determining whether the Company has less than 300 holders of record, Rule 12g5-1 has been interpreted to mean that an issuer does not have to further “look through” DTC participants to the ultimate beneficial owners. Many companies may therefore be eligible to delist and “go dark” without management or the board of directors even being aware of the possibility.

Foreign private issuers can also delist and deregister under Exchange Act Rule 12h-6 but that Rule requires the company to have and maintain a foreign listing which is its primary trading market. Since the non-U.S. company would still be listed on a non-U.S. Exchange, using Rule 12h-6 would not technically be “going dark,” although it would involve withdrawal from the U.S. reporting system.6

Delisting and Deregistration under Section 12(b)
The “going dark” rules are simple in conception, but can be complex and highly technical in their practical application. The first step for a listed issuer is to delist. Listed issuers are entitled to delist their securities voluntarily and to deregister them under Section 12(b) of the Exchange Act by filing a Form 25 with the SEC. The issuer must give notice of its intention to file the Form 25 and issue a press release announcing that intention ten days prior to filing the Form 25. The delisting will become effective ten days after filing the Form 25 and most SEC reporting obligations are suspended on that date. However, the actual termination of registration under Section 12(b) does not occur until 90 days after effectiveness of the delisting.7

http://www.dorsey.com/going_dark_voluntary_delisting_deregistration/