Monthly Archives: December 2013

Predictions for Investor Relations and Regulatory Compliance in 2014

Like 2013 before it, 2014 is going to be a watershed year for the compliance and investor relations practices. Our 2013 Predictions were so spot-on, we have used our industry insiderish to analyze the current trends’ impact on 2014.

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selfieIn disappointment over the continued lack of social media enthusiasm by investor relations departments, the SEC has expanded their April 2, 2013 RegFD re-guidance to include bathroom mirror selfies. “Now that the selfie has passed the bar at the Oxford Dictionaries as Word of The Year, we felt it follows that the SEC accept the full frontal transparency that the technology delivers,” said @HotSECStaffer3468.

To show solidity toward the plight of corporate issuers’ burden of XBRL filing, The House of Representatives have put forth a bill requiring that all SEC staffers submit their travel expenses in XBRL.

whiteThe demonstrable increase in SEC enforcement activities has proven Chairman Mary Jo White’s incredible resolve to stopping fraudulent practices, both Street and corporate. Regardless of this ongoing super-efforts of her staff, Ms. White is continuing her “no capes” mandate.

House hearings on the 2013 Flash Crash finally conclude. The 976 page report recommends new mandates for electronic exchanges. By 2016: their restrooms must have Ground Fault Circuit outlets, all computers utilized for Trade Execution (SIP) must run McAfee Home Security Scan every Sunday night and should an outage repeat, complete and immediate transparency is required including “Opps…My bad!” being displayed throughout Times Square.

In rebuttal to Martin Scorsese’s scathing portrayal of traders in “The Wolf of Wall Street,” Mr. Scorsese’s financial advisors have moved his entire portfolio into Chinese reverse mergers and his bank keeps changing his ATM PIN without telling him. 

tvThe JOBS Act lifted ban on General Solicitation has created several new cable shopping channels, all offering “bargain deals” and “three easy payments.” To assure strict adherence to the accredited investor restrictions, cable fees will be increased to $17,000 per month (w/o HBO). Bad Actors remain the mainstay of daytime soaps.

Motivated by the high, spirited attendance of the NIRI 2014 Annual Conference in Las Vegas, all regional NIRI Chapters have moved their monthly meetings to church bingo halls.

The 2014 Blu-ray Special Edition of Ghostbusters is released including a lost blooper and out-take section. The public relations industry is rocked to hear (Bill Murry character) Peter Venkman’s original prophecy: “Human sacrifice, dogs and cats living together, the end of traditional press releases… mass hysteria!”

ghost

On behalf of the IR and Compliance group at Vintage Filings and PR Newswire, best wishes for a Happy Holiday and for a 2014 filled with success and laughter!

Have a great year and thank you!

SEC closed for Christmas Holiday: Wednesday, December 25th

In honor of Christmas, the SEC is closed on Wednesday, December 25, 2013. No files can be received.

Files submitted after 5:30 pm ET, Tuesday, December 24, 2013 will receive a filing date of Thursday, December 26, 2013 and will be posted to the public on December 26.

SECCOOKIES

 

As with other holiday closings, the following file types will receive a Tuesday, December 24, 2013 filing date if filed by 10:00 pm ET on Tuesday:

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

For any filing with a due date of Wednesday, December 25, 2013, the SEC will move the due date to the next business day.

Have a great day.

Investor Relations! Social Media! Beyonce’!

beyoncNice round of public relations ABOUT public relations last week surrounding the new album launch by Beyonce’. (do we even call them “albums” anymore?)

The first round of pundit discussion was how she side-stepped the music industry’s traditional marketing engines and self-released her 14 new songs and 17 new videos. No media tours or pre-emptive marketing work ie: Entertainment Tonight exclusive premiere. No artist in the music industry has ever released an entire album in this manner. Did it work? 828,773 downloads in one week, a new record for iTunes sales. 

Ta-da! Simultaneous!

To repeat, there was no pre-emptive outreach. What she did use was the online simultaneous channels of social media and… a press release.

Why was a tried-and-true press release in her communications mosaic?

PR Newswire’s Shannon Ramlochan explains:

“Journalists and fans alike could not rely on speculation from the internet as a credible source. However, the press release was able to definitively answer burning questions such as why Beyoncé chose a groundbreaking visual approach to her album and explains how her team was able to accomplish such an extraordinary feat in the public eye.”

To repeat, Beyonce’ did not tell any media that she was releasing an album. There was no selective disclosure  (now you see where this is going…) She timed her 1.) “new school” communications of social media along with her 2.) brand (corporate) website and 3.) with an “old school” press release. The press release both cemented the material facts and made sure all news channels were reached simultaneously. (boy, that sounds familiar) Obviously, she was not concerned about RegFD: she did require simultaneous fair disclose as the album’s ninja-like “Ta-da” launch – an essential element of the album’s release. It was an earnings surprise that exceed analysts expectations.

I don’t need to convince Investor Relations on the value of a press release:

  • Broad, non-exclusive distribution
  • Verified, time-stamped content
  • Uneditable, undelete-able disclosure
  • Easy-to-execute

What Beyonce demonstrated is an excellent use of the stakeholders communications mosaic and the importance of a balanced strategy even if you’re a megacap Fly Girl.

What can IR do?

Reverse her model. Ease social media SAFELY into your mosaic. Bring a full-channel communications balance to your newsflow. Click here to download the whitepaper titled “How-to Automatically and Hands-free Send News Over Social Media.”  This whitepaper has a tactical map that mitigates RegFD risk for Twitter and StockTwits.

Oh. Take a wild guess which newswire gave Beyonce’ the bootylious new reach she needed to break the new sales record?

Have a great day.

Last week’s IPOs and Transactions

There were 91 transactions filed with the SEC last week.

Congratulations to all of the corporations and law firms that selected our transactions services last week including Pocket Games Inc. w/ Hamilton & Associates Law Group PA, Genspera Inc. w/ Silvestre Law Group PC and Medical Transcription Billing Corp. w/ Alston & Bird LLP and Goodwin Procter LLP.

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

IRMAD_LEADER500

Registrant Symbol Form Type Exchange Law firm / Advisor
ALLIANZ LIFE INSURANCE CO OF NEW YORK S-1 Allianz Life Insurance Company of North America
MEDICAL TRANSCRIPTION BILLING, CORP S-1 Alston & Bird LLP
AMICUS THERAPEUTICS INC FOLD S-3 Nasdaq Amicus Therapeutics, Inc.
LEGACY RESERVES LP LGCY S-4 Nasdaq Andrews Kurth LLP
AP GAMING HOLDCO, INC. 10-12G AP Gaming Holdco, Inc.
ENERGY FOCUS, INC/DE EFOI S-1 OTC Baker & Hostetler LLP
SUNDANCE ENERGY AUSTRALIA LTD F-1 Baker & McKenzie LLP
NOBLE SPINCO LTD. S-1 Baker Botts L.L.P.
RICE ENERGY INC. S-1 Baker Botts L.L.P.
COMMUNITY TRUST BANCORP INC /KY/ CTBI S-3 Nasdaq Bingham Greenebaum Doll LLP
HERITAGE FINANCIAL CORP /WA/ HFWA S-4 Nasdaq Breyer & Associates PC
SEMGROUP CORP SEMG S-4 NYSE Conner & Winters, LLP
AUSPEX PHARMACEUTICALS, INC. S-1 Cooley LLP
EAGLE PHARMACEUTICALS, INC. S-1 Cooley LLP
RETROPHIN, INC. RTRX S-1 OTC Covington & Burling LLP
CREDEX CORP CRDX S-1 OTC Credex Corporation
STANDARD REGISTER CO SR S-3 NYSE Dinsmore & Shohl LLP
MARCHEX INC MCHX S-3 Nasdaq DLA Piper LLP
BIOLIFE SOLUTIONS INC BLFS S-1 OTC Dorsey & Whitney LLP
TRANSPORT AMERICA, INC. S-1 Nasdaq Dorsey & Whitney LLP
INFINITY CORE ALTERNATIVE FUND N-2 Drinker Biddle & Reath LLP
SOLIGENIX, INC. SNGX S-1 OTC Duane Morris LLP
NTN BUZZTIME INC NTN S-3 NYSE ELA Corporate Law
HENNESSY CAPITAL ACQUISITION CORP. S-1 Ellenoff Grossman & Schole LLP
WELLS FARGO & COMPANY/MN WFCPRP S-4 OTC Faegre Baker Daniels LLP
ACUCELA INC S-1 Fenwick & West LLP
PENTAIR PLC S-4 Foley & Lardner LLP
TRANSPORT AMERICA, INC. S-1 Nasdaq Foley & Lardner LLP
ASHFORD HOSPITALITY PRIME, INC. AHP S-11 NYSE Gibson, Dunn & Crutcher LLP
MEDICAL TRANSCRIPTION BILLING, CORP S-1 Goodwin Procter LLP
ORCHID ISLAND CAPITAL, INC. ORC S-11 NYSE Graubard Miller
GW PHARMACEUTICALS PLC GWPHV F-1 OTC GW Pharmaceuticals plc
POCKET GAMES INC. S-1 Hamilton & Associates Law Group, P.A.
ROCKVILLE FINANCIAL, INC. /CT/ RCKB S-4 Nasdaq Hinckley, Allen & Snyder LLP
CASCADE BANCORP CACB S-4 Nasdaq Home Federal Bancorp, Inc.
ASHFORD HOSPITALITY PRIME, INC. AHP S-11 NYSE Hunton & Williams LLP
CASCADE BANCORP CACB S-4 Nasdaq Hunton & Williams LLP
ORCHID ISLAND CAPITAL, INC. ORC S-11 NYSE Hunton & Williams LLP
SANTA MARIA ENERGY CORP S-4 Hyde Park Acquisition Corp. II
BLING MARKETING, INC. S-1 J.M. Walker & Associates Attorneys At Law
KETDARINA CORP S-1 John T. Root, Jr.
METROPOLITAN LIFE INSURANCE CO S-3 K&L Gates LLP
RETROPHIN, INC. RTRX S-1 OTC Katten Muchin Rosenman LLP
SANTA MARIA ENERGY CORP S-4 Katten Muchin Rosenman LLP
ROCKVILLE FINANCIAL, INC. /CT/ RCKB S-4 Nasdaq Kilpatrick Townsend & Stockton LLP
LEE ENTERPRISES, INC LEE S-3 NYSE Lane & Waterman LLP
HERITAGE FINANCIAL CORP /WA/ HFWA S-4 Nasdaq Lane Powell PC
WRITERS GROUP FILM CORP WRIT S-1 OTC LAR Law Group PC
AUSPEX PHARMACEUTICALS, INC. S-1 Latham & Watkins LLP
EAGLE PHARMACEUTICALS, INC. S-1 Latham & Watkins LLP
SANTA MARIA ENERGY CORP S-4 Latham & Watkins LLP
WCI COMMUNITIES, INC. S-1 NYSE Latham & Watkins LLP
NEW INVESTORS BANCORP, INC. S-1 Luse Gorman Pomerenk & Schick, P.C.
GW PHARMACEUTICALS PLC GWPHV F-1 OTC Mayer Brown LLP
SUNDANCE ENERGY AUSTRALIA LTD F-1 Mayer Brown LLP
MICHAELS COMPANIES, INC. S-1 Michaels Companies, Inc.
GW PHARMACEUTICALS PLC GWPHV F-1 OTC Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
AMPLIPHI BIOSCIENCES CORP APHB 10-12G OTC Morrison & Foerster LLP
DURECT CORP DRRX S-3 Nasdaq Morrison & Foerster LLP
IGNYTA, INC. RXDX S-1 OTC Morrison & Foerster LLP
ADAIAH DISTRIBUTION INC S-1 Nevada Discount Registered Agent, Inc.
AP GAMING HOLDCO, INC. 10-12G Paul, Weiss, Rifkind, Wharton & Garrison LLP
WCI COMMUNITIES, INC. S-1 NYSE Proskauer Rose LLP
MICHAELS COMPANIES, INC. S-1 Ropes & Gray LLP
MICROVISION INC MVIS S-3 Nasdaq Ropes & Gray LLP
VERASTEM, INC. VSTM S-3 Nasdaq Ropes & Gray LLP
PRO DEX INC PDEX S-3 Nasdaq Rutan & Tucker, LLP
BIOSTAR PHARMACEUTICALS, INC. BSPM S-3 Nasdaq Schiff Hardin LLP
BPZ RESOURCES, INC. BPZ S-3 NYSE Seyfarth Shaw LLP
NEW ENERGY TECHNOLOGIES, INC. NENE S-1 OTC Sierchio & Company, LLP
GENSPERA INC GNSZ S-1 OTC Silvestre Law Group, P.C.
ACUCELA INC S-1 Simpson Thacher & Bartlett LLP
ARAMARK CORP S-4 Simpson Thacher & Bartlett LLP
CARLYLE GROUP L.P. CG S-3 Nasdaq Simpson Thacher & Bartlett LLP
KENNEDY ENDEAVORS INC S-4 Simpson Thacher & Bartlett LLP
MICHAELS COMPANIES, INC. S-1 Simpson Thacher & Bartlett LLP
NOBLE SPINCO LTD. S-1 Simpson Thacher & Bartlett LLP
ANCHOR BANCORP WISCONSIN INC ABCWQ S-1 Skadden, Arps, Slate, Meagher & Flom LLP
HENNESSY CAPITAL ACQUISITION CORP. S-1 Skadden, Arps, Slate, Meagher & Flom LLP
OGLETHORPE POWER CORP S-3 Sutherland Asbill & Brennan LLP
ASIYA PEARLS, INC. S-1 Synergy Law Group, LLC
PETRON ENERGY II, INC. PEII S-1 OTC Szaferman Lakind Blumstein & Blader, PC
POSITIVEID CORP YDM S-1 OTC Szaferman Lakind Blumstein & Blader, PC
DERMA SCIENCES, INC. DSCI S-3 Nasdaq Thompson Hine LLP
ROCKVILLE FINANCIAL, INC. /CT/ RCKB S-4 Nasdaq United Financial Bancorp, Inc.
ANCHOR BANCORP WISCONSIN INC ABCWQ S-1 Vedder Price P.C.
RICE ENERGY INC. S-1 Vinson & Elkins L.L.P.
CASCADE BANCORP CACB S-4 Nasdaq Vorys, Sater, Seymour and Pease LLP
WCI COMMUNITIES, INC. S-1 NYSE WCI Communities, Inc.
WELLS FARGO & COMPANY/MN WFCPRP S-4 OTC Wells Fargo & Company
CAMERON INTERNATIONAL CORP CAM S-3 NYSE Winston & Strawn 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.

Reverse mergers: the Rodney Dangerfield of going public

The NYSE became a public company by a reverse merger with Archipelago Exchange. That forgotten fact came out yesterday in our webinar Reverse Mergers and Alternative Public Offerings.

Album_no_respectThis fact is very significant in context to the over-generalized “no respect” that reverse mergers carry. Admittedly, the flood of Chinese companies in 2011 (and their subsequent delistings) as well as deceitful shareholders who are anxious to “dump” their “shell” stock does nothing to boost confidence in reverse merger companies. Even the SEC sent an investor alert cautioning investors about reverse mergers, stating that they may be prone to fraud and other abuses.

But this over-generalization can be EASY foiled by investors doing what they should always do: diligence. It’s not the process… it’s the people.

How a reverse merger works:

  1. Existing Public Company A creates wholly-owned Subsidiary B
  2. Stockholders of acquiring Private Company C negotiate with the shareholders of Public Company A in to merge with Subsidiary B
  3. Private Company C merges into Subsidiary B, with the Public Company A surviving and shares issued to shareholders of Private Company C
  4. Private Company C becomes a wholly-owned subsidiary of the Public Company A with the controlling stockholders of Private Company C usually owning 90% or more of the Public Company A and Public Company A ‘s shareholders owning the remainder
  5. Private Company C’s management team becomes the directors and officers of the public company

How a reverse merger works visually:

Currently public company...

rm1

creates a subsidiary.

rm2

Private company makes an offer to merge with 
the subsidiary....

rm3

Which it does...

rm4

 ...creating a new public company organization lead by 
the management team from the private company.

RM5

Ta-da! This entire process involves SEC filings Schedule 14f-1 (10 days prior to closing) and a “Super” Form 8-K (with full audited financials) due within 4 days of closing. Plus, since the issues that came clear from the Chinese companies’ “mis-steps,” both the NASDAQ and NYSE have put higher controls in place regarding reverse mergers.

Reverse mergers are a transparent and expedited path to becoming public. At no time should it be considered “quick & easy.”

Working with us DOES ease a lot of the burden, however :)

Enjoy the webinar HERE.

Have a great day.

PwC study highlights IPOs and SEC workflow trends

PwC released an excellent study last month titled: Preparing for success: 2013 technology IPO SEC comment letter trends.

An interesting area to us (…who execute the S-1 drafting session) is the research regarding the JOBS Act confidential filing for Emerging Growth Companies (EGC) provision. Recently, this confidential filing process came under some fire from pundits when Twitter announced that this was the manner in which they were going to file. “What are they hiding” was the discussion climate. Our view is blogged here – we positioned the Confidential IPO as a “Cautious IPO.”

One point that the PwC study offers to reinforce that “cautious” viewpoint is the average timeframe of an IPO… from initial S-1 (traditional or confidential) to ringing the bell is eight months. That’s eight months of opening your kimono to every one of your competitors. For a technology company (especially web-based), months are like dog years… and a savvy competitor can catch up very quickly.

PwCiop

A confidential IPO filing review with the SEC is the same as a traditional IPO:

What investors need to be mindful of is that the SEC review process for all IPOs is the same. It can become quite a game of ping-pong – and judging by the recent increase in SEC fraud “arrests,” the SEC is diving deeper and deeper into filings to protect investors.

What is the S-1 workflow? Please click here to download our whitepaper on the S-1 filing process. It’s a very tactical explanation.

Have a great day.

Last week’s IPOs and Transactions

There were 55 transactions filed with the SEC last week

Congratulations to all of the corporations and law firms that selected our transactions services last week including Celsus Therapeutics PLC w/ Mintz, Levin, Cohn, Ferris Glovsky and Popeo PC, RealBiz Media Group Inc. w/ Gracin & Marlow LLP and American Energy Capital Partners LP w/ Kunzman & Bollinger, Inc.

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
ARQULE INC ARQL S-3 Nasdaq Arnold & Porter LLP
SPHERIX INC SPEX S-1 Nasdaq Baxter, Baker, Sidle, Conn & Jones, P.A.
NORTHRIM BANCORP INC NRIM S-4 Nasdaq Breyer & Associates PC
NEW MEDIA INVESTMENT GROUP INC. S-1 Cleary Gottlieb Steen & Hamilton LLP
PREMIER BIOMEDICAL INC BIEI S-1 OTC Clyde Snow & Sessions, PC
CLEVELAND BIOLABS INC CBLI S-3 Nasdaq Cooley LLP
NORTHRIM BANCORP INC NRIM S-4 Nasdaq Davis Wright Tremaine LLP
HIGHLAND MLP INCOME FUND N-2 Dechert LLP
PENNANTPARK INVESTMENT CORP PNNT N-2 Nasdaq Dechert LLP
CAREFUSION CORP CFN S-4 NYSE DLA Piper LLP
INTERNATIONAL STEM CELL CORP ISCO S-1 OTC DLA Piper LLP
AMERICAN MINING CORP AMCM S-1 OTC Eilers Law Group
EMPIRE RESORTS INC NYNY S-1 Nasdaq Ellenoff Grossman & Schole LLP
EMBARR DOWNS, INC. S-1 Embarr Downs, Inc.
ENDO INTERNATIONAL LTD S-4 Endo Health Solutions Inc.
EXA CORP EXA S-3 Nasdaq Foley Hoag LLP
GREENHUNTER RESOURCES, INC. GRH S-1 NYSE Fulbright & Jaworski LLP
GABELLI GLOBAL SMALL & MID CAP VALUE TRUST N-2 Gabelli Global Small and Mid Cap Value Trust
TEJON RANCH CO TRC S-3 NYSE Gibson, Dunn & Crutcher LLP
REALBIZ MEDIA GROUP, INC RBIZ S-1 OTC Gracin & Marlow, LLP
RMG NETWORKS HOLDING CORP RMGN S-1 OTC Greenberg Traurig, LLP

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PLATFORM SPECIALTY PRODUCTS CORP S-4 Greenberg Traurig, LLP
HERE TO SERVE HOLDING CORP HTSC 10-12G OTC Here To Serve Holding Corp
HIGHLAND MLP INCOME FUND N-2 Highland MLP Income Fund
ROUNDY’S, INC. RNDY S-3 NYSE Kirkland & Ellis LLP
AMERICAN ENERGY CAPITAL PARTNERS, LP S-1 Kunzman & Bollinger, Inc.
CARE.COM INC S-1 Latham & Watkins LLP
AMICUS THERAPEUTICS INC FOLD S-3 Nasdaq Lowenstein Sandler LLP
UNITED HELIUM, INC. S-1 McGeary Law Firm, P.C.
CELSUS THERAPEUTICS PLC. CLSXY F-1 OTC Mintz, Levin, Cohn, Ferris Glovsky and Popeo, P.C.
MALIBU BOATS, INC. S-1 Morrison & Foerster LLP
MONROE CAPITAL CORP MRCC N-2 Nasdaq Nelson Mullins Riley & Scarborough LLP
NORTHERN STATES POWER CO /WI/ S-3 Northern States Power Company
CELL THERAPEUTICS INC CTIC S-3 Nasdaq O’Melveny & Myers LLP
OIS ACCOMMODATIONS SPINCO INC. 10-12B OIS Accommodations SpinCo Inc.
LGL GROUP INC LGL S-3 NYSE Olshan Frome Wolosky LLP
KIPS BAY MEDICAL, INC. KIPS S-3 Nasdaq Oppenheimer Wolff & Donnelly LLP
HARBINGER GROUP INC. HRG S-3 NYSE Paul, Weiss, Rifkind, Wharton & Garrison LLP
SUNCOM WIRELESS INC S-4 Perkins Coie LLP
CARE.COM INC S-1 Ropes & Gray LLP
SPHERIX INC SPEX S-1 Nasdaq Sichenzia Ross Friedman Ference LLP
CONCORD EFS INC S-4 Simpson Thacher & Bartlett LLP
GABELLI GLOBAL SMALL & MID CAP VALUE TRUST N-2 Skadden, Arps, Slate, Meagher & Flom LLP
ENDO INTERNATIONAL LTD S-4 Skadden, Arps, Slate, Meagher & Flom LLP
AMERICAN APPAREL, INC APP S-3 NYSE Skadden, Arps, Slate, Meagher & Flom LLP
MERITAGE HOMES CORP MTH S-4 NYSE Snell & Wilmer L.L.P.
FIFTH STREET FINANCE CORP. FSC N-2 Nasdaq Sutherland Asbill & Brennan LLP
HEALTH REVENUE ASSURANCE HOLDINGS, INC. HRAA S-1 OTC Szaferman Lakind Blumstein & Blader, PC
SUNCOM WIRELESS INC S-4 T-Mobile US, Inc.
TRIBUNE PUBLISHING CO 10-12B Tribune Publishing Company
IAC/INTERACTIVECORP IACI S-4 Nasdaq Wachtell, Lipton, Rosen & Katz
MALIBU BOATS, INC. S-1 Waller Lansden Dortch & Davis, LLP
SITHE INDEPENDENCE POWER PARTNERS LP S-4 White & Case LLP
VIRTUAL PIGGY, INC. VPIG S-3 OTC Wiggin and Dana LLP
CEMPRA, INC. CEMP S-3 Nasdaq Wyrick Robbins Yates & Ponton 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.