Monthly Archives: July 2013

Infographic & question #26: In regard to “shareholder confidence,” which statement is mostly true for you?

I get frustrated when I attend the NIRI Annual Conference each year, meet with hundreds of ethical (and friendly) IROs, attend sessions on transparency and open communications… only to turn on the news and see all the negative “capital markets” stories. Do investors differentiate between “Wall Street” and the individual companies?

It seems they do. Investors trust the public companies 2.5X more than they trust Wall Street and the investment process. Great work investor relations! 

Q26

 

 

.Learn more about all our investor relations services.

Review all the results from all the questions (so far).

Last week’s IPOs and Transactions

There were 49 transactions filed with the SEC last week.

Congratulations to all of our corporations and law firms that selected our transactions services last week including American Realty Capital Properties, Inc. w/ Duane Morris LLP and Proskauer Rose LLP and Weil, Gotshal & Manges LLP. We appreciate that they selected to work with us and we’re pleased that they found us both accurate and affordable.

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Registrant Symbol Form Exchange Law firm / Advisor
SABINE PASS LNG, L.P. S-4 Andrews Kurth LLP
WESTERN REFINING LOGISTICS, LP S-1 Baker Botts L.L.P.
NUVEEN REAL ESTATE INCOME FUND JRS N-2 NYSE Bingham McCutchen LLP
COLORADO INCOME HOLDINGS INC S-1 Brunson, Chandler & Jones, PLLC
BIOLASE, INC BIOL S-3 Nasdaq Carroll & Carroll, P.C.
FIVE PRIME THERAPEUTICS INC S-1 Cooley LLP
CORE RESOURCE MANAGEMENT, INC. 10-12G Core Resource Management, Inc.
COMPETITIVE TECHNOLOGIES INC CTTC S-1 OTC Cutler Law Group
ANDOVER MEDICAL, INC. ADOV 10-12G OTC Davidoff Hutcher & Citron LLP
GENUFOOD ENERGY ENZYMES CORP. GFOO S-1 OTC Dean Law Corp.
PLAYERS NETWORK PNTV S-1 OTC Diane D. Dalmy, Attorney at Law
LCNB CORP LCNB S-3 Nasdaq Dinsmore & Shohl LLP
DUNE ENERGY INC DUNR S-1 OTC DLA Piper LLP
INTELGENX TECHNOLOGIES CORP. IGXT S-1 OTC Dorsey & Whitney LLP
AMERICAN REALTY CAPITAL PROPERTIES, INC. ARCP S-4 Nasdaq Duane Morris LLP
PRIVILEGED WORLD TRAVEL CLUB, INC. PVCL S-1 OTC Durham Jones & Pinegar, P.C.
MID SOUTH TRANSCO LLC S-4 Entergy Corporation
FIRST NATIONAL FUNDING LLC S-3 First National Bank of Omaha
FIVE PRIME THERAPEUTICS INC S-1 Five Prime Therapeutics, Inc.
BIO KEY INTERNATIONAL INC BKYI S-1 OTC Fox Rothschild LLP
ESH HOSPITALITY LLC S-1 Fried, Frank, Harris, Shriver & Jacobson LLP
APPLIED DNA SCIENCES INC APDN S-3 OTC Fulbright & Jaworski LLP
SAUCONY INC S-4 Gibson, Dunn & Crutcher LLP
MILLENNIUM HEALTHCARE INC. 10-12G Grushko & Mittman, P.C.
RD&G HOLDINGS CORP S-1 Hart & Hart, LLC
BIOSIG TECHNOLOGIES, INC. S-1 Haynes and Boone, LLP
FIVE PRIME THERAPEUTICS INC S-1 Hogan Lovells US LLP
MID SOUTH TRANSCO LLC S-4 ITC Holdings Corp.
STEBEN SELECT MULTI-STRATEGY MASTER FUND N-2 K&L Gates LLP
NEW PENN MOTOR EXPRESS INC S-3 Kirkland & Ellis LLP
FIRST NATIONAL FUNDING LLC S-3 Kutak Rock LLP
ARKADIA INTERNATIONAL S-1 Law Offices of Thomas E. Puzzo, PLLC
ATLAS PIPELINE PARTNERS LP APL S-4 NYSE Ledgewood Law
FIRST NATIONAL FUNDING LLC S-3 Mayer Brown LLP
MILLENNIUM HEALTHCARE INC. 10-12G Millennium Healthcare, Inc.
GENCORP INC GY S-4 NYSE Olshan Frome Wolosky LLP
AMERICAN REALTY CAPITAL PROPERTIES, INC. ARCP S-4 Nasdaq Proskauer Rose LLP
MILLENNIUM HEALTHCARE INC. 10-12G Quick Law Group PC
SFX ENTERTAINMENT, INC S-1 Nasdaq Reed Smith LLP
TENGION INC TNGN S-1 OTC Ropes & Gray LLP
MILLENNIUM HEALTHCARE INC. 10-12G Sichenzia Ross Friedman Ference LLP
ASSOCIATED MATERIALS, LLC S-4 Simpson Thacher & Bartlett LLP
MID SOUTH TRANSCO LLC S-4 Simpson Thacher & Bartlett LLP
ESH HOSPITALITY LLC S-1 Skadden, Arps, Slate, Meagher & Flom LLP
MID SOUTH TRANSCO LLC S-4 Skadden, Arps, Slate, Meagher & Flom LLP
WESTERN REFINING LOGISTICS, LP S-1 Vinson & Elkins L.L.P.
PETROLOGISTICS LP PDH S-3 NYSE Vinson & Elkins L.L.P.
AMERICAN REALTY CAPITAL PROPERTIES, INC. ARCP S-4 Nasdaq Weil, Gotshal & Manges LLP
HORNBECK OFFSHORE SERVICES INC /LA HOS S-4 NYSE Winstead PC

Post IPO, thousands of organizations count on us to assure regulatory compliance and target new investors. Click here and opt-in to receive this weekly summary via email.

Have a great day.

Video earnings calls just need time and money

The use of video by both Yahoo! and Netflix for their quarterly earning calls in this earnings season upped the discussion level exponentially (if two can become exponential) about video and investor relations. A few historical and tactical points from an IR product perspective.

Video has been used for earnings announcements in EU countries for several years. This is due to the tactical fact that many companies report twice a year – thus their preparation labor and costs for “earnings calls” are half the USA’s. I assume there are some cross-border strategies here as well.

videoIn the USA, IR only used video at the Annual Shareholder Meeting. Many companies treat the ASM as “a catered marketing event” thus the physical production values were high and that videoed well… especially for retail brands heavily owned by retail investors.

The style of Yahoo!’s and Netflix’s video were surprising different from one another. YHOO was produced in a professionally manicured studio in contrast to NFLX’s webcam approach. It is very convenient that we all saw the best of both styles back to back. Which style is best for your company will depend on your corporate culture / brand and the presentation style of your CEO and CFO.

One very important point: even though NFLX’s video input style seemed “homespun” and Skype-ish, it is smart to assume there was substantial server weight behind the real-time stream. Real-time video is a lot of data. How many people attend your live audio earnings call? There is your starting number for your real-time video bandwidth.

The visual and production style of your video will affect bandwidth too. The prettier the picture (YHOO), the more pixels need to be push to people. Simultaneously.

Bandwidth is where money is needed. For budget purposes, assume your quarterly webcast fees will increase seven-fold from an “audio only” webcast. Five years ago, that would have been twenty-fold.

Strategically, is video right for IR? Video is right for ANY online communications, we all intrinsically know that. The perennial speedbump for IR is quantitative proof. Marketing departments have the luxury of a more immediate video-watched- cause and effect gratification.

Compared to an audio presentation, will investors prefer to “look your CEO in the eye” when he/she reports the earnings? Of course they will.

Our role is to help you tactically get that video online.

How PR Newswire helps: Our MultiVu division is a complete video production house, from image acquisition (lights, camera, action) to broad internet delivery. Also, our ongoing “Re-Balance IR” intuitive actually finds hidden dollars in your budget – allocating money away from the IR and SEC compliance products that don’t fuel growth (like XBRL) and reallocating those found dollars into communication products (like video) that will engage and drive investors to your company.

Have a great day.

JOBS Act success at ground-level

With the passing of the general solicitation section of the Jumpstart Our Business Startups (JOBS) Act last week, the capital markets and political pundits have been busy. Mostly negative. True, the Act did not “jumpstart” IPOs as much as was dreamt, but rather than highlighting what HAS NOT happened, how about a little media for what HAS happened – a real-world testimonial?

Enter Forbes guest post by Kenneth I. Moch, the President and CEO of Chimerix, Inc. Full disclosure / bragging: Chimerix worked with Vintage Filings for their confidential IPO filing transaction.

JOBS

From Mr. Moch:

“It is too early to predict the long-term impact of the law, much less the performance of companies whose lead products are still in clinical trials. But there’s no question that the JOBS Act has cleared a critical path. My company, Chimerix, used its “on-ramp” provisions to great effect in our April 11th IPO, in which we raised over $117 million. In the life sciences field, where companies face unique funding, regulatory and clinical development challenges, the JOBS Act is a lifesaver.”

Please read the full Forbes piece here.

Certainly, at the macro view, we need to watch the JOBS Act to see if the relaxation of some regulatory disclosures and steps for emerging growth companies has ushered in any new flavor of securities fraud. But at the micro view, company-by-company, IPOs like Chimerix -lead by transparent CEOs- are pure success.

If you are interested in the IPO S-1 filing process, be sure to grab our newest white paper. The link is at the top of the right column.

Have a great day.

Free White Paper Illustrates the Ping-Pong of Preparing an IPO with the Securities and Exchange Commission

Tactical workflow for the most important document a public company will ever produce

NEW YORK, July 22, 2013 /PRNewswire/ – Vintage Filings, the financial printing, EDGAR and XBRL filing division of PR Newswire, today announced the availability of a new white paper that illustrates the collaborative workflow between a corporation and the Securities and Exchange Commission (SEC) when preparing an IPO S-1 file.

Please click here to download the white paper “How Your IPO S-1 Filing Flows To-&-From The SEC.”

Vintage Filings prepared this brief in response to its law firm partners and corporate clients wanting more transparency around the role a financial printer has in the process. The white paper offers a very tactical, step-by-step view.

IPO FLOW

Click to enlarge

In their 10th year, Vintage Filings began as a straight-forward EDGAR filing service. However, in reaction to the scathing reports of the egregious billing practices of many financial printers that went public in the mid-2000s, Vintage Filings executives realized that it was important to apply their core values of accurate work and a predictable fee structure to registrations statement drafting, transactions filing work and XBRL services.

Their SEC filing business model broke the stranglehold that many clients felt the legacy brick-and-mortar financial printers held on them. Importantly, with Vintage Filings, companies and law firms can predict and exactly budget their transactions’ costs.

“Over the past 10 years, the financial printing industry has undergone an incredible transformation, driven by many factors including SEC regulations and of course the internet,” said Liam Power, the firm’s Senior Vice President. “Proudly, within those 10 years, Vintage Filings has revolutionized the industry – growing to become one of the top three SEC filing solutions in North America making PR Newswire the number one SEC filing newswire solution. As one measure of how far we have grown, last year we processed over 250 S-1s, S-11s, S-4s and other transactions.”

The company now has sales and service offices in New York, Los Angeles, San Francisco, Cleveland and Chicago. Click here to request more information about any of Vintage Filings’ services.

About Vintage Filings

PR Newswire’s Vintage Filings division is a full-service financial filing and printing firm and a leading partner for all your XBRL filing needs. With more than 4,500 public company clients, Vintage is one of the fastest growing compliance firms nationwide. Vintage partners with its clients to provide the knowledge and service necessary to meet the SEC’s ever-changing filing regulations. Vintage Filings provides high-quality, cost-effective compliance filings and production services, including EDGAR Filings, typesetting, XBRL tagging, section 16 filings, investment management services, drafting sessions, virtual data rooms (VDR) and more.

About PR Newswire

PR Newswire (http://www.prnewswire.com/) is the premier global provider of multimedia platforms that enable marketers, corporate communicators, sustainability officers, public affairs and investor relations officers to leverage content to engage with all their key audiences. Having pioneered the commercial news distribution industry 59 years ago, PR Newswire today provides end-to-end solutions to produce, optimize and target content — from rich media to online video to multimedia — and then distribute content and measure results across traditional, digital, mobile and social channels. Combining the world’s largest multi-channel, multi-cultural content distribution and optimization network with comprehensive workflow tools and platforms, PR Newswire enables the world’s enterprises to engage opportunity everywhere it exists. PR Newswire serves tens of thousands of clients from offices in the Americas, Europe, Middle East, Africa and the Asia-Pacific region, and is a UBM plc company.

CONTACT
Bradley H. Smith
Director of Marketing, Investor Relations and SEC Compliance Solutions
201 942 7157
bradley.smith@prnewswire.com

Last week’s IPOs and Transactions

There were 55 transactions filed with the SEC last week.

Congratulations to all of our corporations and law firms that selected our transactions services last week including Intellicheck Mobilisa (NYSE) w/ K&L Gates LLP, Senesco Technologies, Inc. (OTC) w/ Morgan, Lewis & Bockius LLP and Ellenoff Grossman & Schole LLP and China Thermatech. We appreciate that they selected to work with us and we’re pleased that they found us both accurate and affordable.

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Registrant Symbol Form Exchange Law firm / Advisor
GULFPORT ENERGY CORP GPOR S-4 Nasdaq Akin Gump Strauss Hauer & Feld LLP
LONE STAR GOLD, INC. LSTG S-1 OTC Anslow + Jaclin, LLP
MID AMERICA APARTMENT COMMUNITIES INC MAA S-4 NYSE Baker, Donelson, Bearman, Caldwell & Berkowitz, PC
BFC FINANCIAL CORP BFCFB S-4 OTC BBX Capital Corporation
REAL GOODS SOLAR, INC. RSOL S-3 Nasdaq Brownstein Hyatt Farber Schreck, LLP
ASSOCIATED MATERIALS GROUP, INC. S-1 Cahill Gordon & Reindel LLP
CHINA THERMATECH 10-12G China ThermaTech, Inc.
THIRD POINT REINSURANCE LTD. S-1 Debevoise & Plimpton LLP
MEDIA GENERAL INC MEG S-4 NYSE Debevoise & Plimpton LLP
ORGANOVO HOLDINGS, INC. ONVO S-3 NYSE DLA Piper LLP
CHS INC CHSCP S-1 Nasdaq Dorsey & Whitney LLP
SENESCO TECHNOLOGIES INC SNTI S-1 OTC Ellenoff Grossman & Schole LLP
MEDIA GENERAL INC MEG S-4 NYSE Fried, Frank, Harris, Shriver & Jacobson LLP
DEL FRISCO’S RESTAURANT GROUP, INC. DFRG S-1 Nasdaq Gibson, Dunn & Crutcher LLP
NATIONAL HOLDINGS CORP NHLD S-4 OTC Gilman Ciocia, Inc.
MID AMERICA APARTMENT COMMUNITIES INC MAA S-4 NYSE Goodwin Procter LLP
MID AMERICA APARTMENT COMMUNITIES INC MAA S-4 NYSE Hogan Lovells US LLP
BFC FINANCIAL CORP BFCFB S-4 OTC Hogan Lovells US LLP
ENTERPRISE BANCORP INC /MA/ EBTC S-3 Nasdaq Hunton & Williams LLP
IRONWOOD MULTI-STRATEGY FUND LLC N-2 Ironwood Capital Management Corporation
ARKWIN INDUSTRIES INC S-4 Jones Day
CONAGRA FOODS INC /DE/ CAG S-4 NYSE Jones Day
STONE RIDGE TRUST II N-2 K&L Gates LLP
INTELLICHECK MOBILISA, INC. IDN S-3 NYSE K&L Gates LLP
FINJAN HOLDINGS, INC. FNJN S-1 OTC Katten Muchin Rosenman LLP
BOISE CASCADE CO BCC S-1 NYSE Kirkland & Ellis LLP
ACCESS MIDSTREAM PARTNERS LP ACMP S-3 NYSE Latham & Watkins LLP
HINTO ENERGY, INC HENI S-1 OTC Michael A. Littman, Attorney at Law
SENESCO TECHNOLOGIES INC SNTI S-1 OTC Morgan, Lewis & Bockius LLP
MEDIA GENERAL INC MEG S-4 NYSE New Young Broadcasting Holding Co., Inc.
MEDBOX, INC. S-1 Ober, Kaler, Grimes & Shriver PC
HEALTHCARE SERVICES GROUP INC HCSG S-3 Nasdaq Olshan Frome Wolosky LLP
PROSHARES TRUST II CROC S-3 NYSE ProShare Capital Management LLC
ANNIE’S, INC. BNNY S-3 NYSE Proskauer Rose LLP
TAURIGA SCIENCES, INC. TAUG S-1 OTC Quick Law Group PC
SENESCO TECHNOLOGIES INC SNTI S-1 OTC Senesco Technologies, Inc.
IRONWOOD MULTI-STRATEGY FUND LLC N-2 Shearman & Sterling LLP
NATIONAL HOLDINGS CORP NHLD S-4 OTC Sichenzia Ross Friedman Ference LLP
CHS INC CHSCP S-1 Nasdaq Sidley Austin LLP
PROSHARES TRUST II CROC S-3 NYSE Sidley Austin LLP
COOPER-STANDARD HOLDINGS INC. COSH S-3 OTC Sidley Austin LLP
ASSOCIATED MATERIALS GROUP, INC. S-1 Simpson Thacher & Bartlett LLP
BRIXMOR PROPERTY GROUP INC. S-11 Simpson Thacher & Bartlett LLP
EDUCATION MANAGEMENT CORPORATION EDMC S-4 Nasdaq Simpson Thacher & Bartlett LLP
BRIXMOR PROPERTY GROUP INC. S-11 Skadden, Arps, Slate, Meagher & Flom LLP
BFC FINANCIAL CORP BFCFB S-4 OTC Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A.
ECHOSPHERE LLC S-4 Sullivan & Cromwell LLP
THIRD POINT REINSURANCE LTD. S-1 Third Point Reinsurance Ltd.
NATIONAL HOLDINGS CORP NHLD S-4 OTC Troutman Sanders, LLP
UNITED COMMUNITY FINANCIAL CORP UCFC S-3 Nasdaq Vorys, Sater, Seymour and Pease LLP
DEL FRISCO’S RESTAURANT GROUP, INC. DFRG S-1 Nasdaq White & Case LLP
SUNAMERICA GOLDMAN SACHS DIVERSIFIED YIELD FUND N-2 Willkie Farr & Gallagher LLP
THIRD POINT REINSURANCE LTD. S-1 Willkie Farr & Gallagher LLP
BOISE CASCADE CO BCC S-1 NYSE Winston & Strawn LLP
STREAMLINE HEALTH SOLUTIONS INC. STRM S-3 Nasdaq Womble Carlyle Sandridge & Rice, LLP

Post IPO, thousands of organizations count on us to assure regulatory compliance and target new investors. Click here and opt-in to receive this weekly summary via email.

Have a great day.

Happy third birthday Dodd-Frank (and confidential filing process review)

One of the155 finalized rules of Dodd-Franks’ 398 total “to-do list” is the JOBS Act confidential filing process for Emerging Growth Companies. Vintage Filings was the very first provider to work with a client under this new provision. But of course, we could not tell you that at the time.

As a follow-up to our S-1 filing process white paper issued last week ( get it here ) – below are some cliff notes of the JOBS Act and a confidential filing.

DODD

What is: Emerging Growth Company 

An Emerging Growth Company (EGC) is an issuer that has total annual gross revenues of less than $1 billion during its most recently completed fiscal year.

What is: Confidential filing process 

An Emerging Growth Company can submit a confidential draft IPO registration to the SEC for review in advance of its initial public offering.

The EGC and SEC are prohibited from publicly disclosing the confidential filing, comments, and amendments during this review process. As the EGC moves closer toward its IPO, the JOBS Act requires that these filings be made available to the public.

The EGC would be required to publicly file their draft registration and amendments, with the SEC no later than 21 days before its roadshow. Plus the SEC staff will publicly release its comment letter and responses to staff comment letters on confidential draft submissions after the registration statement for the IPO becomes effective but no sooner than 20 days after the effective date.

What is: IPO Compliance Requirements

IPO requirement

Traditional IPO registrant

ECG JOBS Act

Registration process

Public

Confidential

Audited financial statements

3 Years

2 Years

Selected financial data

5 Years

2 Years

Executive compensation disclosures

Full

Equal to smaller reporting companies disclosures

What about: XBRL

The JOBS Act does not exempt EGCs from complying with the tagging requirements established by the XBRL requirements applicable to SEC registrants. We have this covered too.

Dodd-Franks has its political critics, but at here at ground-level, we have helped many companies with their confidential filing.

Have a great day.