Monthly Archives: November 2013

Re-visiting Re-balancing for 2014 (video)

Why has Vintage been successful this year? One reason is that when we talk with clients and prospects, we present a strategic cross-departmental perspective regarding our tactical products. We first introduced this POV last year and it continues to ring true – especially as many of our meeting are C-suite.

This quick video explains. Once it starts playing, be sure to click the HD button, upper right. Apologies in advance for “the spokesmodel.”

It is essential that you minimize your XBRL spend. Per the video, there is a lot of outbound opportunity trapped in there.

Safe travels to you and yours this holiday weekend.

Mr. Data Goes To Washington

DataTNGLast week, the House of Representatives passed The Digital Accountability and Transparency Act – aka the DATA Act.  This act is the most important federal financial transparency bill since 1967’s Freedom of Information Act.

Basically, it’s XBRL for DC… government-wide standardization and publishing of federal spending data.

How this may help us here in the corporate XBRL world:

It further socializes the entire concept of XBRL – standardized financial data reporting. The more people who understand this value will only help “end-user” consumption of the big data already produced by public companies.

Adoption is the missing link for XBRL.

We can also speculate that may of the tags that corporations use now to report could be used for the DATA Act cross-over, particularly if you are a government contractor. Could this be a selling point FOR your company? All your financials will move to XBRL – not just the current “earnings” silo.

Until then, our task remains the same. Accurate XBRL reporting. Reasonable XBRL fees that match your workflow. What is your workflow?

Happy Thanksgiving!

When to file an 8-K: a brief refresher

Working with a newly listed company brought up a discussion of when/why to file an 8-K. Although sometimes what is “material” may seem grey, some corporate events are clear.  8-K filings are not an expensive file – better safe than sorry.

All your 8-K filings will be posted within your IR Room (investor relations website).

Investor relations website best practices

8-K trigger events include:

  • Entering into materially amending or terminating a material contract 
  • Material acquisitions or dispositions 
  • The disclosure of quarterly or annual financial results 
  • Material financing arrangements 
  • The acceleration of material financing obligations 
  • Material exit or disposal activities 
  • Delisting or noncompliance with a listing rule 
  • Unregistered sales of the company’s equity securities 
  • A change in accountants 
  • A determination that the company’s previously issued financial statements should no longer be relied upon 
  • Changes in the board of directors 
  • The appointment, retirement, resignation or termination of certain executive officers, or the entry into or amendment of a material compensatory arrangement with such officers
  • Charter and bylaw amendments 
  • Amendments to or waivers of the company’s code of ethics 
  • Voting results of shareholders’ meetings 

With some exceptions, reports on Form 8-K are generally required to be filed with or furnished to the SEC within four business days after the occurrence of the event to be disclosed.

An 8-K is also your first line of RegFD defence should a non-public material disclosure wardrobe malfunction (slip) happen. Regulation FD defines the outer boundary for “prompt disclosure” to mean as soon as reasonably practical, but within 24 hours or by the start of the next day’s trading on the NYSE, regardless of where or whether the company’s stock is traded.

RegFD slips are VERY rare. You guys are pretty much on the ball!

Have a great day.

Last week’s IPOs and Transactions

There were 70 transactions filed with the SEC last week

Congratulations to all of the corporations and law firms that selected our transactions services last week including Atossa Genetics Inc. w/ Ropes & Gray LLP, FreeSeas Inc. w/ Sichenzia Ross Friedman Ference LLP and Campus Crest Communities Inc. w/ Hogan Lovells US LLP.

We appreciate that they selected to work with us and we’re pleased that they found us both accurate and affordable.

Registrant Symbol Form Exchange Law firm / Advisor
MEMORIAL PRODUCTION PARTNERS LP MEMP S-4 Nasdaq Akin Gump Strauss Hauer & Feld LLP
BROADWAY FINANCIAL CORP \DE\ BYFC S-1 Nasdaq Arnold & Porter LLP
ATOSSA GENETICS INC ATOS S-3 Nasdaq Atossa Genetics Inc.
NEW PUBLIC RANGERS, L.L.C. S-4 Baker Botts L.L.P.
GLOBAL GEOPHYSICAL SERVICES INC GGS S-3 NYSE Baker Botts L.L.P.
NORWEGIAN CRUISE LINE HOLDINGS LTD. NCLH S-1 Nasdaq Cahill Gordon & Reindel LLP
CARBONITE INC CARB S-3 Nasdaq Carbonite, Inc.
BBVA COMPASS BANCSHARES, INC 10-12G Cleary Gottlieb Steen & Hamilton LLP
TRINET GROUP INC S-1 Cooley LLP
FANTEX, INC. S-1 OTC Cooley LLP
TIME INC. 10-12B Cravath, Swaine & Moore LLP
NEW PUBLIC RANGERS, L.L.C. S-4 Crosstex Energy, Inc.
ING SENIOR INCOME FUND XSIBX N-2 Dechert LLP
NEW PUBLIC RANGERS, L.L.C. S-4 Devon Energy Corporation
ATLAS FINANCIAL HOLDINGS, INC. AFH S-1 Nasdaq DLA Piper LLP
CYTORI THERAPEUTICS, INC. CYTX S-3 Nasdaq DLA Piper LLP
NTN BUZZTIME INC NTN S-3 NYSE ELA Corporate Law
TOA HOLDINGS, INC. S-1 ETN Services, LLC
TW TELECOM INC. TWTC S-4 Nasdaq Faegre Baker Daniels LLP
TRINET GROUP INC S-1 Fenwick & West LLP
OURNETT HOLDINGS, INC. S-1 Fleming PLLC
CARBONITE INC CARB S-3 Nasdaq Foley & Lardner LLP
BIO KEY INTERNATIONAL INC BKYI S-1 OTC Fox Rothschild LLP
NOODLES & CO NDLS S-1 Nasdaq Gibson, Dunn & Crutcher LLP
DEL FRISCO’S RESTAURANT GROUP, INC. DFRG S-3 Nasdaq Gibson, Dunn & Crutcher LLP
GLOBAL GEOPHYSICAL SERVICES INC GGS S-3 NYSE Global Geophysical Services, Inc.
SCHOOL SPECIALTY INC SCHSQ S-1 OTC Godfrey & Kahn, S.C.
VAPOR CORP. VPCO S-1 OTC Greenberg Traurig, P.A.
TOA HOLDINGS, INC. S-1 Haseltine Law Office
HEALTHSOUTH CORP HLS S-3 OTC HealthSouth Corporation
CAMPUS CREST COMMUNITIES, INC. CCG S-3 NYSE Hogan Lovells US LLP
INDEPENDENCE REALTY TRUST, INC S-11 NYSE Hunton & Williams LLP
CINEDIGM CORP. CIDM S-3 Nasdaq Kelley Drye & Warren LLP
FNB CORP/FL/ FNB S-4 NYSE Kilpatrick Townsend & Stockton LLP
NOODLES & CO NDLS S-1 Nasdaq Kirkland & Ellis LLP
GOTTEX MULTI-ASSET ENDOWMENT FUND – I N-2 Kramer Levin Naftalis & Frankel LLP
GOTTEX MULTI-ASSET ENDOWMENT FUND – II N-2 Kramer Levin Naftalis & Frankel LLP
SEAWORLD ENTERTAINMENT, INC. SEAS S-1 NYSE Latham & Watkins LLP
FANTEX, INC. S-1 OTC Latham & Watkins LLP
ELECTRIC VEHICLE RESEARCH CORP S-1 Law Office of Clifford J. Hunt, P.A.
STARK NAKED BOBBERS S-1 Law Offices of Harold P. Gewerter, Esq., Ltd.
SIGNAL ADVANCE INC S-1 Law Offices of Richard C. Seltzer
INDEPENDENCE REALTY TRUST, INC S-11 NYSE Ledgewood, P.C.
NATURAL HEALTH TRENDS CORP NHTC S-1 OTC Locke Lord LLP
HERITAGE OAKS BANCORP HEOP S-4 Nasdaq Manatt, Phelps & Phillips, LLP
SANTANDER DRIVE AUTO RECEIVABLES LLC S-3 Mayer Brown LLP
SUPERTEL HOSPITALITY INC SPPR S-3 Nasdaq McGrath North Mullin & Kratz, PC LLO
URANIUM ENERGY CORP UEC S-3 NYSE McMillan LLP
NEW ONLINE CO 10-12B New Online Company
NOODLES & CO NDLS S-1 Nasdaq Noodles & Company
NORWEGIAN CRUISE LINE HOLDINGS LTD. NCLH S-1 Nasdaq O’Melveny & Myers LLP
FNB CORP/FL/ FNB S-4 NYSE Reed Smith LLP
CODORUS VALLEY BANCORP INC CVLY S-3 Nasdaq Rhoads & Sinon LLP
IMC HOLDINGS, INC. S-1 Robert J. Huston III, Esq.
ATOSSA GENETICS INC ATOS S-3 Nasdaq Ropes & Gray LLP
FREESEAS INC. FREE F-1 Nasdaq Sichenzia Ross Friedman Ference LLP
ALTISOURCE RESIDENTIAL CORP RESI S-11 NYSE Sidley Austin LLP
BANC OF CALIFORNIA, INC. BANC S-3 Nasdaq Silver, Freedman & Taff, L.L.P.
SEAWORLD ENTERTAINMENT, INC. SEAS S-1 NYSE Simpson Thacher & Bartlett LLP
BALLY, CORP. S-1 Stepp Law Corporation
RAPID FIRE MARKETING, INC. RFMK 10-12G OTC Szaferman, Lakind, Blumstein & Blader, P.C.
CACHE INC CACH S-3 Nasdaq Thompson Hine LLP
TIME INC. 10-12B Time Warner Inc.
TRINET GROUP INC S-1 TriNet Group, Inc.
URANIUM ENERGY CORP UEC S-3 NYSE Uranium Energy Corp.
NEW PUBLIC RANGERS, L.L.C. S-4 Vinson & Elkins L.L.P.
PETROLOGISTICS LP PDH S-4 NYSE Vinson & Elkins L.L.P.
PVR PARTNERS, L. P. PVR S-4 NYSE Vinson & Elkins L.L.P.
ALTISOURCE RESIDENTIAL CORP RESI S-11 NYSE Weil, Gotshal & Manges LLP
KM WEDDING EVENTS MANAGEMENT, INC. S-1 Zouvas Law Group, P.C.

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.

SEC closed for Thanksgiving Holiday: Thursday, November 28

Click image to download 2014 SEC calendar

Click image to download 2014 SEC calendar sheet

In honor of Thanksgiving Day, the SEC is closed on Thursday, November 28, 2013. No files can be received.

Files submitted after 5:30 pm ET, Wednesday, November 27, 2013 will receive a filing date of Friday, November 29, 2013 and will be posted to the public on November 29.

As with other holiday closings, the following file types will receive a Wednesday, November 27, 2013 filing date if filed by 10:00 pm ET on Wednesday:

  • Form 13H filings
  • Section 16 filings (3, 3/A, 4, 4/A, 5, 5/A)

For any filing with a due date of Monday, Thursday, November 28, 2013, the SEC will move the due date to the next business day, Friday, November 29, 2013.

Have a great day.

Legal and Investment Experts Explain the IPO Process: Listen Now To Free Webinar

“Taking Your Company Public: The IPO Process and Avoiding The Pitfalls”

NEW YORK, Nov. 21, 2013 /PRNewswire/ — Going public is the endgame for many emerging companies but it’s not an easy path. To assist companies, PR Newswire and Vintage Filings brought together experts to speak on the steps to IPO success.

Listen here now:   https://vts.inxpo.com/scripts/server.nxp?LASCmd=AI:4;F:QS!10100&ShowKey=17461

To get the most out of this webinar, a companion whitepaper guide is available and illustrates the “back-and-forth” interactions an IPO will have with the SEC.

Download whitepaper here:  http://promotions.prnewswire.com/IPO_SEC_flowchart.html

WEBINAR_bug

The months-long process starts with retaining a law firm to engage in the process of assembling the detailed public disclosures needed in the Initial Public Offering prospectus that is included in the SEC Form S-1.

Next follows the interviewing and selecting of the investment bank or group of investment banks that will handle the underwriting to set the price and lining up the large institutional investors needed for a successful Wall Street rollout.

Finally, leading up to the IPO, company executives engage in a road show to meet with analysts, stock portfolio managers and mutual fund managers, as well as prepare for ongoing investor relations.

Host and moderator:

  • Seth Farbman, President, Vintage Filings – a division of PR Newswire

Featured Speakers:

  • Daniel Goldberg, Esq., Partner, Reed Smith LLP
  • David Bocchi, Head of Investment Banking, Aegis Capital Corp.
  • Jeff Corbin, CEO, KCSA Strategic Communications.

Topics include: 

  • Understanding market requirements and the groundwork for an IPO
  • Is it the right time for you to start the IPO route?
  • The Form S-1 Registration process – timeline and life-cycle
  • The Jobs Act and IPOs
  • Exchange listing discussions
  • Shareholder Communications and  Investor Relations

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 (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.

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

An unapologetic celebration of clients’ understanding the value of press release distribution via a newswire: Woot! Woot! Woot!

The National Investor Relations Institute (NIRI) asked their members if they felt that sending out the “upcoming earnings webcast” media alert/press release was still needed in context to the SEC’s 2008 update (web disclosure) and 2013 update (social media) to RegFD.

If you’re gonna have a party, ya gotta invite your guests!

What_IROs_think_about_pressreleases

Have a great day.