Monthly Archives: September 2013

Last week’s IPOs and Transactions

There were 61 transactions filed with the SEC last week.

Congratulations to all of our corporations and law firms that selected our transactions services last week including Ichan Enterprises LP. w/ Proskauer Rose LLP, Sequential Brands Group Inc., Genspera Inc. w/ Silvestre Law Group PPC and Travelsafe Inc. w/ Szaferman, Lakind, Blumstein, & Blader PC. We appreciate that they selected to work with us and we’re pleased that they found us both accurate and affordable.

Traditional or Confidential, the S-1 workflow with the SEC is the same. Free whitepaper: click image.

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Registrant Symbol Form Type Exchange Law firm / Advisor
CATCHMARK TIMBER TRUST, INC. S-11 Alston & Bird LLP
GUARANTY FEDERAL BANCSHARES INC GFED S-1 Nasdaq Barack Ferrazzano Kirschbaum & Nagelberg LLP
STARPOINT GENERAL CORP S-1 Befumo & Schaeffer, PLLC
BIOCEPT INC S-1 Biocept, Inc.
GS MORTGAGE SECURITIES CORP II S-3 Cadwalader, Wickersham & Taft LLP
DISCOVER BANK S-3 Chapman and Cutler LLP
NUVEEN QUALITY MUNICIPAL 2018 TERM FUND N-2 Chapman and Cutler LLP
DATAWATCH CORP DWCH S-3 Nasdaq Choate, Hall & Stewart LLP
NEW MEDIA INVESTMENT GROUP INC. 10-12B Cleary Gottlieb Steen & Hamilton LLP
BLUEPHOENIX SOLUTIONS LTD BPHX F-1 Nasdaq Cooley LLP
CHRYSLER GROUP LLC S-1 Cravath, Swaine & Moore LLP
DAKOTA PLAINS HOLDINGS, INC. DAKP S-3 OTC Dakota Plains Holdings, Inc.
SOUTHEASTERN GROCERS, LLC S-1 Gibson, Dunn & Crutcher LLP
EVOGENE LTD. F-1 Goldfarb Seligman & Co.
VANDA PHARMACEUTICALS INC. VNDA S-3 Nasdaq Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP
NUTRAFUELS INC S-1 Hamilton & Associates Law Group, P.A.
COMMUNITY HEALTH SYSTEMS INC CYH S-4 NYSE Health Management Associates, Inc.
BLUEPHOENIX SOLUTIONS LTD BPHX F-1 Nasdaq Herzog, Fox & Neeman
GUARANTY FEDERAL BANCSHARES INC GFED S-1 Nasdaq Husch Blackwell LLP
MAGNACHIP SEMICONDUCTOR CORP MX S-4 NYSE Jones Day
CUMULUS MEDIA INC CMLS S-3 Nasdaq Jones Day
NUVEEN QUALITY MUNICIPAL 2018 TERM FUND N-2 K&L Gates LLP
METROPOLITAN LIFE INSURANCE CO/NY S-3 K&L Gates LLP
CATCHMARK TIMBER TRUST, INC. S-11 King & Spalding LLP
SOUTHEASTERN GROCERS, LLC S-1 King & Spalding LLP
COMMUNITY HEALTH SYSTEMS INC CYH S-4 NYSE Kirkland & Ellis LLP
HORSEHEAD HOLDING CORP ZINC S-3 Nasdaq Kirkland & Ellis LLP
APPAREL HOLDING CORP. S-1 Kirkland & Ellis LLP
GAS NATURAL INC. EGAS S-3 NYSE Kohrman Jackson & Krantz P.L.L.
MARCUS & MILLICHAP, INC. S-1 Latham & Watkins LLP
DISCOVER BANK S-3 Latham & Watkins LLP
DEVON MIDSTREAM PARTNERS, L.P. S-1 Latham & Watkins LLP
RELYPSA INC S-1 Latham & Watkins LLP
EVOGENE LTD. F-1 Meitar Liquornik Geva Leshem Tal
BIOCEPT INC S-1 Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
58.COM INC. F-1 O’Melveny & Myers LLP
MARCUS & MILLICHAP, INC. S-1 Orrick, Herrington & Sutcliffe LLP
ICAHN ENTERPRISES L.P. IEP S-4 Nasdaq Proskauer Rose LLP
ICAHN ENTERPRISES HOLDINGS L.P. S-4 Proskauer Rose LLP
RELYPSA INC S-1 Relypsa, Inc.
RELYPSA INC S-1 Ropes & Gray LLP
SEQUENTIAL BRANDS GROUP, INC. SQBG S-1 Nasdaq Sequential Brands Group, Inc.
BE ACTIVE HOLDINGS, INC. JALA S-1 OTC Sichenzia Ross Friedman Ference LLP
DECISIONPOINT SYSTEMS, INC. S-1 Sichenzia Ross Friedman Ference LLP
APPALACHIAN POWER CO AJA S-3 Sidley Austin LLP
GENSPERA INC GNSZ S-1 OTC Silvestre Law Group, P.C.
CEDAR POINT INC S-4 Simpson Thacher & Bartlett LLP
APPAREL HOLDING CORP. S-1 Simpson Thacher & Bartlett LLP
58.COM INC. F-1 Skadden, Arps, Slate, Meagher & Flom LLP
EVOGENE LTD. F-1 Skadden, Arps, Slate, Meagher & Flom LLP
BIOCEPT INC S-1 Stradling Yocca Carlson & Rauth, P.C.
CHRYSLER GROUP LLC S-1 Sullivan & Cromwell LLP
SUNCHIP TECHNOLOGY, INC. S-1 Sunchip Technology, Inc.
GSV CAPITAL CORP. GSVC N-2 Nasdaq Sutherland Asbill & Brennan LLP
LIBERTY STAR URANIUM & METALS CORP. LBSR S-1 OTC Szaferman, Lakind, Blumstein, & Blader, P.C.
TRAVELSAFE, INC. S-1 Szaferman, Lakind, Blumstein, & Blader, P.C.
SIGMABROADBAND CO. S-1 Vazquez Law Firm
DEVON MIDSTREAM PARTNERS, L.P. S-1 Vinson & Elkins L.L.P.
COMMUNITY HEALTH SYSTEMS INC CYH S-4 NYSE Weil, Gotshal & Manges LLP
EVOGENE LTD. F-1 White & Case LLP
SUNCHIP TECHNOLOGY, INC. S-1 Wilson Campilongo 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.

Possible Government Shutdown: ramifications for US EDGAR filers

If appropriations are not completed by October 1 (the first day of FY 2014 for the U.S. Government), the Securities and Exchange Commison (SEC) will start winding down its operations until the appropriations are completed. 

What will be available at the SEC (related to filings): 

  • Systems available for filings by registrants and regulated entities/questions about Filings
  • EDGAR and other filing systems (but see below re: processing of registrations and other filings) will remain functional
  • Answer questions about fee-bearing EDGAR filings and other emergency questions regarding EDGAR submissions 

What will NOT be available at the SEC (related to filings):

closed2

  • Processing and approvals of filings and registrations by registrants and regulated entities
  • Review and approval of applications for registration by entities (e.g., investment advisers, broker-dealers, transfer agents, nationally recognized statistical rating organizations, investment companies, and municipal advisors) and with respect to new financial products
  • Review and approval of self-regulatory organization rule changes
  • Review and acceleration of effectiveness of registration statements by issuers for securities offerings; review of periodic reports and other filings; and non-emergency support to registrants

Essentially, the EDGAR system will remain open as normal. Supposedly the Fee Unit and Filer Support will be available. 

However:

  • Registration Statements will NOT be reviewed
  • Acceleration Requests will NOT be granted
  • Likely Form IDs will NOT be processed

A prolonged shutdown would likely have a significant damping effect on the number of Registration Statements working in October.

“Procedurally Perfect in Every Way”

This week’s XBRL.US conference in Las Vegas brought many corporate XBRL managers and corporate accountants to the Vintage Filings booth to discuss their XBRL process and our fleXBRL program. As you can imagine, the SEC filing “world” has been rocked dramatically in the past few years – with the XBRL workflow monopolizing the conversation.

poppin2

What was most enlightening (shocking!) is how fragmented the other procedures of corporate reporting remain. Most corporations are using different providers for:

  • SAS portal for XBRL
  • Straight-up EDGAR filing
  • Hardcopy printing (including annual reports)
  • Typesetting
  • Transactions and registrations

… as well not using their newswire to cover and submit their 8-K news releases. One company told us they are working four different portals for their 10-K alone.

Simplifying workflow is a lesson that IR has learned well. Align as many TACTICAL procedures as you can to give yourself more time for STRATEGY.

Being “Procedurally Perfect” with Vintage Filings has another benefit. You won’t need a spoonfull of sugar when you get our invoice. Billed as quoted, no surprises aka: Supercalifragilisticexpialidocious.

Have a great day.

Investor Relations already beat Amazon to the multi-tweet PR punch

A bit of buzz about Amazon’s 14-tweet news announcement on Wednesday. Marketing-wise, it was a clean and targeted campaign: the issuing of a press release of bullet points followed up by the retweeting of those points. The #1 rule of content marketing is maximizing your content across as many channels as appropriate.

Investor relations departments have been using this same strategy for earnings announcements for several quarters now. Below is a StockTwits page of FedEx’s most recent earnings tweets. (click the image to enlarge it)

fedex

This example of using Twitter and StockTwits for shareholder communications is actually a much better use of the real-time value of the social media audience. The Amazon press release and subsequent tweets were (according to my timestamps) sent at 12:05 – 1:07 AM EST so it was not meant to be a real-time (workday) campaign. Earnings announcments are real-time, market moving events.

The FedEx example above is also an excellent study of using StockTwits and Twitter for investor relations; much in line with this whitepaper.

  • Don’t have dialogue: have “newsflow”
  • Don’t imply selective disclose by pick-and-choosing followers
  • Do use your $CASHTAG
  • Do use both StockTwits and Twitter

Again: The #1 rule of content marketing (and that is what shareholder communications is) is maximizing your content across as many channels as appropriate.

Have a great day.

OTC Markets Group and PR Newswire Announce Enhanced News Distribution for SEC Reporting Companies, Expanded International Distribution

NEW YORK – September 26, 2013 – OTC Markets Group (OTCQX: OTCM), operator of Open, Transparent and Connected financial marketplaces, and PR Newswire, the global leader of innovative marketing, communications and investor relations solutions, today announced enhanced news distribution and U.S. Securities and Exchange Commission (SEC) compliance options for OTCQX®, OTCQB® and OTC Pink® companies that report to the SEC and those that seek to distribute press releases internationally.

OTCLOGOs3Companies that use OTCIQ.com, OTC Markets Group’s investor relations and market intelligence portal, to disseminate company news and information may now also use the portal to file press releases with the SEC as a Form 8-K/6-K through PR Newswire’s secure EDGAR filings service, Vintage Filings, providing a convenient way to comply with SEC disclosure requirements.  Companies have been using OTCIQ.com to distribute press releases through PR Newswire at preferred rates through a partnership announced in November 2012.

In addition, OTC Markets Group now offers streamlined international news distribution for OTCQX, OTCQB and OTC Pink companies that wish to distribute press releases internationally.  Companies may use OTCIQ.com to distribute English-language press releases through PR Newswire’s expansive international news distribution network in the U.K., Singapore and Canada, all at exclusive discounted rates.

“The enhancement of our partnership with PR Newswire makes it easy and economical for the 2,700 SEC reporting companies and more than 3,400 international companies trading on our OTCQX, OTCQB and OTC Pink marketplaces to meet their disclosure requirements and maximize the distribution of their news and disclosure outside the U.S.,” said Lisabeth Heese, Managing Director of Issuer and Information Services for OTC Markets Group.  “It is our goal to provide OTCQX, OTCQB and OTC Pink companies convenient access to the tools necessary to convey their reputations, news and disclosure to analysts, investors and the media.  We are always looking for ways to increase the transparency and connectivity of companies trading on our marketplaces.”

“By helping companies simplify the tactical tasks of material disclosure and SEC compliance, OTC Markets Group has provided OTCQX, OTCQB and OTC Pink company executives more bandwidth to focus on the strategic aspects of being a public company,” said Pamela Bartlett, Vice President, Channels at PR Newswire.  “The secure, single log-in integration for both news distribution and EDGAR filing directly from the OTCIQ.com portal is a true time-saving benefit for issuers.  PR Newswire‘s Vintage Filings is one of the top EDGAR filing newswires and we’re very proud that OTC Markets Group has chosen to expand our partnership.

To learn more about the enhanced news distribution service, visit http://www.otcmarkets.com/services/companies/disclosure-news/overview.

About OTC Markets Group Inc.

OTC Markets Group Inc. (OTCQX: OTCM) operates Open, Transparent and Connected financial marketplaces for 10,000 U.S. and global securities.  Through our OTC Link® ATS, we directly link a diverse network of broker-dealers that provide liquidity and execution services for a wide spectrum of securities.  We organize these securities into marketplaces to better inform investors of opportunities and risks – OTCQX®, The Best Marketplace with Qualified Companies; OTCQB®, The Venture Stage Marketplace with U.S. Reporting Companies; and OTC Pink®, The Open Marketplace with Variable Reporting Companies.  Our data-driven platform enables investors to easily trade through the broker of their choice at the best possible price and empowers a broad range of companies to improve the quality and availability of information for their investors.  To learn more about how we create better informed and more efficient financial marketplaces, visit www.otcmarkets.com.

OTC Link ATS is operated by OTC Link LLC, member FINRA/SIPC and SEC registered ATS.

About PR Newswire

PR Newswire (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 58 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.

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.

Media Contacts:

Saskia Sidenfaden, OTC Markets Group Inc., +1 (212) 896-4428, saskia@otcmarkets.com

Bradley H. Smith, Director of Marketing, IR and Compliance Services, PR Newswire & Vintage Filings +1 201.947.7157 bradley.smith@prnewswire.com

Last week’s IPOs and Transactions

There were 71 transactions filed with the SEC last week.

Congratulations to all of our corporations and law firms that selected our transactions services last week including Xcel Brands Inc. w/ Blank Rome LLP, Montalvo Spirits Inc. w/ Kane Kessler PC and Global Defense & National Security Systems Inc. w/ McDermott Will & Emery LLP. We appreciate that they selected to work with us and we’re pleased that they found us both accurate and affordable.

Curious about the IPO process? Free whitepaper: click image. 

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Registrant Symbol Form Exchange Law firms / Advisor
AERIE PHARMACEUTICALS INC S-1 Aerie Pharmaceuticals, Inc.
PIONEER NATURAL RESOURCES CO PXD S-4 NYSE Andrews Kurth LLP
CHENIERE ENERGY PARTNERS LP HOLDINGS, LLC S-1 Andrews Kurth LLP
POSITIVEID CORP YDM S-1 OTC Anslow + Jaclin, LLP
ARMSTRONG ENERGY, INC. S-4 Armstrong Teasdale LLP
RADISYS CORP RSYS S-3 Nasdaq Baker & McKenzie LLP
VALERO ENERGY PARTNERS LP S-1 Baker Botts L.L.P.
RYMAN HOSPITALITY PROPERTIES, INC. RHP S-4 NYSE Bass, Berry & Sims PLC
XCEL BRANDS, INC. XELB S-1 OTC Blank Rome LLP
FEDERATED NATIONAL HOLDING CO FNHC S-3 Nasdaq Broad and Cassel
MAZOR ROBOTICS LTD. MZOR F-1 OTC CBLS Law Offices
CHC GROUP LTD. S-1 CHC Group Ltd.
PROTHENA CORP PLC PRTA S-1 Nasdaq Cooley LLP
CRITEO S.A. F-1 Cooley LLP
CHC GROUP LTD. S-1 Cooley LLP
SONGBIRD DEVELOPMENT INC. S-1 David Lubin & Associates, PLLC
VOXELJET AG F-1 Dechert LLP
ATLAS FINANCIAL HOLDINGS, INC. AFH S-1 Nasdaq DLA Piper LLP
KODIAK OIL & GAS CORP KOG S-4 NYSE Dorsey & Whitney LLP
COMBIMATRIX CORP CBMX S-1 Nasdaq Dorsey & Whitney LLP
COMBIMATRIX CORP CBMX S-1 Nasdaq Ellenoff Grossman & Schole LLP
EMBAR DOWNS, INC. 10-12G Embarr Downs, Inc.
ESSENT GROUP LTD. S-1 Essent Group Ltd.
MERCANTILE BANK CORP MBWM S-4 Nasdaq Firstbank Corporation
AERIE PHARMACEUTICALS INC S-1 Fried, Frank, Harris, Shriver & Jacobson LLP
RTI SURGICAL, INC. RTIX S-3 Nasdaq Fulbright & Jaworski LLP
AERIE PHARMACEUTICALS INC S-1 Gibson, Dunn & Crutcher LLP
SANWIRE CORP SNWR S-1 OTC Greenberg Traurig, LLP
CRITEO S.A. F-1 Jones Day
LIGHTWAVE LOGIC, INC. LWLG S-1 OTC K&L Gates LLP
KAELAND RESOURCES CORP 10-12G Kaeland Resources Corporation
MONTALVO SPIRITS, INC. TQLA S-1 OTC Kane Kessler, P.C.
BOISE CASCADE CO BCC S-4 NYSE Kirkland & Ellis LLP
MAZOR ROBOTICS LTD. MZOR F-1 OTC Latham & Watkins LLP
PROTHENA CORP PLC PRTA S-1 Nasdaq Latham & Watkins LLP
CRITEO S.A. F-1 Latham & Watkins LLP
VALERO ENERGY PARTNERS LP S-1 Latham & Watkins LLP
AMERICAN RIDING TOURS INC S-1 Law Offices of Thomas C. Cook, Ltd.
OVERTECH CORP. S-1 Law Offices of Thomas E. Puzzo, PLLC
XUN ENERGY, INC. XNRG S-1 OTC Matthew C. McMurdo, Esq.
GLOBAL DEFENSE & NATIONAL SECURITY SYSTEMS, INC. S-1 Nasdaq McDermott Will & Emery LLP
KANDI TECHNOLOGIES GROUP, INC. KNDI S-3 Nasdaq McKenna Long & Aldridge LLP
MAZOR ROBOTICS LTD. MZOR F-1 OTC Meitar Liquornik Geva Leshem Tal
INTRA-CELLULAR THERAPIES, INC. S-1 Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
NCL CORP LTD. S-4 O’Melveny & Myers LLP
LGL GROUP INC LGL S-3 NYSE Olshan Frome Wolosky LLP
VOXELJET AG F-1 Paul Hastings LLP
CHC GROUP LTD. S-1 Paul Hastings LLP
VERACYTE, INC. S-1 Pillsbury Winthrop Shaw Pittman LLP
SB FINANCIAL GROUP, INC. SBFG S-3 Nasdaq Porter, Wright, Morris & Arthur LLP
AMERICAN REALTY CAPITAL TRUST V, INC. S-11 Proskauer Rose LLP
RXI PHARMACEUTICALS CORP RXII S-1 OTC Ropes & Gray LLP
VERACYTE, INC. S-1 Simpson Thacher & Bartlett LLP
AVIANCA HOLDINGS S.A. F-1 Simpson Thacher & Bartlett LLP
CHC GROUP LTD. S-1 Simpson Thacher & Bartlett LLP
NEW RESIDENTIAL INVESTMENT CORP. NRZ S-11 NYSE Skadden, Arps, Slate, Meagher & Flom LLP
GLOBAL DEFENSE & NATIONAL SECURITY SYSTEMS, INC. S-1 Nasdaq Skadden, Arps, Slate, Meagher & Flom LLP
ESSENT GROUP LTD. S-1 Skadden, Arps, Slate, Meagher & Flom LLP
QIWI QIWI F-1 Nasdaq Skadden, Arps, Slate, Meagher and Flom LLP
POSITIVEID CORP YDM S-1 OTC Szaferman, Lakind, Blumstein & Blader, PC
MERCANTILE BANK CORP MBWM S-4 Nasdaq Varnum LLP
VERACYTE, INC. S-1 Veracyte, Inc.
PIONEER NATURAL RESOURCES CO PXD S-4 NYSE Vinson & Elkins L.L.P.
NORTHERN TIER ENERGY LP NTI S-4 Vinson & Elkins L.L.P.
CHENIERE ENERGY PARTNERS LP HOLDINGS, LLC S-1 Vinson & Elkins L.L.P.
MERCANTILE BANK CORP MBWM S-4 Nasdaq Warner Norcross & Judd LLP
QIWI QIWI F-1 Nasdaq White & Case LLP
AVIANCA HOLDINGS S.A. F-1 White & Case LLP
ESSENT GROUP LTD. S-1 Willkie Farr & Gallagher LLP
DIVERSIFIED DATA DEVELOPMENT CORP S-1 Wilmer Cutler Pickering Hale and Dorr LLP
MAZOR ROBOTICS LTD. MZOR F-1 OTC Zysman, Aharoni, Gayer and Sullivan & Worcester 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.

Infographic & question #30: Do you notice any meaningful difference between investor relations websites?

Are investor relations websites important? Of course they are. This month’s IR Magazine article titled “IR Websites: overpriced and underused” highlighted some of the interesting findings of our newly updated Shareholder Confidence 365 study. You can download the full whitepaper report PDF here.

The questions that arise from the study is in context to the level of energy and effort an investor relations department needs to expend to meet shareholders’ and potential investors’ need. Marketing departments measure the “energy and effort” (aka $$$) to assure our ROI on our “micro-sites – that’s how IROs can measure too.

q30

Learn more about all our investor relations services.

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