Monthly Archives: January 2014

We’ll be happy to help The White House Office of Management and Budget with their XBRL

In news leaked yesterday, the Office of Management and Budget is not so keen to work with XBRL – and establish standardized reporting for federal spending. Titled The DATA Act (Digital Accountability and Transparency Act) the legislation was created to – in vocabulary akin to our niche – bring XBRL reporting practices to The Hill.

You can read the original legislation here.

POTUS

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From FCW.com

According to a leaked draft of proposed revisions to the Digital Accountability and Transparency Act, the Office of Management and Budget is seeking to remove the open-government legislation’s dedicated funding stream and edit language calling for standardized governmentwide data elements for reporting federal spending.

The proposed revisions are unacceptable to many of the bill’s key supporters.The original legislation appealed to open-government activists because it would establish integrated data standards using machine-readable languages to allow developers to build applications that would monitor federal spending.

We meet with hundreds of public company that sure as heck wish wish they could remove their “dedicated funding stream” for XBRL. As a silver-lining, our fleXBRL program (please click here) is helping hundreds of issuers meet their transparency obligations to their constituents without overburdening their funding stream.”

XBRL compliance is a cost center. Here is our view on how to make it less invasive.

Have a great day

Notice & Access (eProxy) on your IR website

The SEC’s Notice & Access for Delivering Shareholder Meeting Materials provides corporate issuers two options for distributing shareholder meeting materials to shareholders: online delivery or hardcopy mailings.

Investor relations website best practices

This rule provides issuers with the opportunity to use the web to reduce costs associated with the shareholder meeting process. When initially released in 2007, within the first couple years following, proxy voting had a dramatic drop in retail investor votes – mostly contributed to poor communications. Going into the fifth year, most all investors now understand the process.

Send out the “Notice”

Rather than automatically mailing all shareholders printed Annual Shareholder Meeting materials, a single, lighter weight “Notice” is mailed.

“Dear shareholder, we invite you to receive and review online our annual report, our proxy material as well as vote online or – just call us to continue receiving printed materials as you have in the past.”

This Notice of the Annual Meeting and availability of the Annual Report and Proxy Materials must be mailed at least 40 calendar days before the meeting date. The SEC has specific vocabulary for these Notices on the SEC website – the issuers inside council / shareholder services team should get this directly from the SEC website.

The Notice may provide each individual shareholder with their unique control number by which they can log on to the Notice & Access website containing the meeting materials, have access to vote and ability to request hardcopies. This password protected portal cannot employ any tracking cookies that identify shareholder. Shareholders are guaranteed complete anonymity.

From the SEC: 

An issuer must maintain the Internet Web site on which it posts its proxy materials in a manner that does not infringe on the anonymity of a person accessing that Web site. Under the rule, a company must refrain from installing cookies and other tracking features on the Web site on which the proxy materials are posted. However, the rule does not require the company to turn off the Web site’s connection log, which automatically tracks numerical IP addresses that connect to that Web site. Although in most cases, this IP address does not provide companies with sufficient information to identify the accessing shareholder, companies may not use these numbers to attempt to find out more information about persons accessing the Web site.

The Notice also must include a toll-free number for shareholders to call to request hardcopies if they elect not to view online. When a shareholder does make a “please mail me” hardcopy request, it must be fulfilled within three days of receipt of the request. A shareholder preference for electronic or hardcopy is applied to all future Proxy communications unless the shareholder specifically states that their preference is for that one Proxy (Annual Meeting) only. 

IR Fundamentals

The IR website can be used to mitigate any risk from shareholders not receiving and reviewing the correct proxy materials – whether online or hardcopy – and subsequently, the issuer not having auditable records of shareholder delivery preferences which could be essential in proxy voting disputes.

This risk stems from the unavoidable reality of, during the window of time surrounding the annual meeting and proxy solicitation, issuers can have TWO separate hardcopy “mail fulfillment” solutions and three separate “online documents” of their annual report (10-k) and their proxy.

During the proxy solicitation period, as well as year round if the issuer wishes – investor relations must make all efforts to direct Registered Shareholders and Beneficial Shareholders to the enrollment / proxy material / voting process “portals” and not to your IR Room’s “standard” mail fulfillment request page or online documents. 

Suggested actions

Issuers should engage their current provider of annual proxy materials to Registered and Beneficial Shareholders. These providers will have tightly monitored and auditable fulfillment “engines” tied directly to anonymous shareholder opt-in lists as well as the voting process.

To facilitate voting participation from the IR Room, issuers can create a distinct “Annual Report and Proxy” page.

Below is possible text. 

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Sign Up for Online Delivery of Annual Shareholder Materials 

Receive future distributions of our Annual Reports and Proxy Statements by electronic delivery, which offers the following benefits

  • Immediate availability
  • Integrated, anonymous online viewing and voting
  • Ability to opt-in or opt-out at any time
  • Better for the environment
  • Reduced expenses for the Company 

What type of shareholder are you? 

Please select Registered Shareholder or Beneficial Shareholder below. This will assure you are sent the correct shareholder materials and allow you to register for automatic delivery of future materials.

A.) You are a Registered Shareholder if you have your stock certificate in your possession. If you own shares in your own name – please click here: (insert that link)

B.) You are a Beneficial Shareholder if you maintain your position in the Company within a brokerage account. If you hold your shares through a broker or other third party – please click here: (insert that link)

If you are not a shareholder – you may view the documents here: (insert link to standard request document page)

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OUR SERVICES that relate to this topic: IR Room, XBRL with 10-K and proxy Edgar filing, comprehensive printing of hardcopy materials.

Have a great day.

Whitepaper illustrates the simple difference between traditional IPOs and confidential IPOs

Click the image to download the whitepaper

Click the image to download the whitepaper

When Twitter announced their confidential IPO last year, many pundits took this as a negative move. “Something is up over there…” Bah. As blogged here, the word “cautious” is a better word to describe the motives of the confidential IPO process.

What is a confidential IPO? The JOBS Act allows firms with less than $1 billion in annual revenue (emerging-growth companies or EGCs) to keep their IPO filings confidential up until just three weeks before they roadshow and market their shares. This is in contrast to the typical S-1 file which is openly filed months before the roadshow giving potential investors, media, peers and competitors a longer time window to consider an investment.

So the questions are… what are investors missing? Is there material information they are not seeing? What is held confidential? What is the SEC doing? Are investors going to “get screwed” from this clock-and-dagger filing?

  • No information is held back from potential investors.
  • The SEC is doing the exact same work they always do with a “traditional” S-1 (IPO) filing.

As you will read in the whitepaper, the single workflow difference is when the S-1 file is released to the public. The confidential IPO process only alters the timeline of the S-1 disclosure, not the material information within the S-1. Traditional or confidential IPO – the same amount of information is disclosed. 

Why file confidential? The confidential filing gives EGCs some elbow room to discover different options to access required capital… including a public offering, a complete sale or some other capital-raising path. The confidential option is very useful for companies in a market that is demonstrating shorter pricing windows due to volatility. They can begin the regulatory review process quietly and if “The Market” environment becomes unfavorable, they can peacefully stop the process without facing any market backlash for “pulling their IPO.”

Lastly, in situations like Twitter perhaps, a confidential filing lessons the intense media spotlight – allowing the executive team to focus.

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Vintage Filings has worked with hundreds of companies for their transactions. Here is one of our confidential IPO clients interviewed in Forbes.

Download the whitepaper here.

Have a great day.

Six reasons why we sold a new IR website every 3.6 business days in 2013

While doing the math for last week’s post bragging about our ranking as the #3 SEC filer, I also came across the math that we sold a new IR website every 3.6 business days in 2013.

There were many factors for that:

1.) We’re an NYSE-approved IR website (and newswire) provider for NYSE issuers. We’re very thankful for the opportunity that brings, both IPOs and subsidiary-supported issuers.

2.) The end of Thomson as an IR website provider, prompting many investor relations departments to look harder at their decade+ old “status quo” relationship, poke around and switch.

Click to view our IR Room MST brochure

3.) Creative and custom design capabilities. (like above)

4.) Our “IR Room MST” package – read the blog post here and download the brochure here.

WP_logo_3a5.) A real-world, no-nonsense attitude towards social media… and a tangible IR roadmap. Download here.

6.) Ongoing insight on how investors use your IR website and other shareholder communications efforts. Download the current report here.

Oh. There is a seventh reason… price. We totally rebuilt our data infrastructure last year and that allowed us to sharpen our pencils. Here is our (video) view on IR and SEC spending.

Thank you for your continued business and have a great day. 

Last week’s IPOs and Transactions

There were 59 transactions filed with the SEC last week.

Congratulations to all of the corporations and law firms that selected our transactions services last week including Energous Crp w/ Golenbock Eiseman Assor Bell & Peskoe LLP and K&L Gates LLP, Matinas Biopharma Holdings Inc w/ Lowenstein Sandler LLP and Ampliphi Bioscience Corp w/ Morrison & Foerster LLP.

We appreciate that they selected to work with us and we’re pleased that they found us both accurate and affordable. Click here to review the week’s underwriters.

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Registrant Symbol Form Type Exchange Law firm / Advisor
ALPHABET HOLDING COMPANY, INC. S-4 Alphabet Holding Company, Inc.
ATHLON ENERGY INC. S-1 NYSE Baker Botts L.L.P.
PARKER DRILLING CO /DE/ PKD S-4 NYSE Baker Botts L.L.P.
STRATEGIC STORAGE GROWTH TRUST, INC. S-11 Baker, Donelson, Bearman, Caldwell and Berkowitz, PC
ENVISION HEALTHCARE HOLDINGS, INC. EVHC S-1 NYSE Cahill Gordon & Reindel LLP
SABRE CORP S-1 Cleary Gottlieb Steen & Hamilton LLP
FIVE PRIME THERAPEUTICS INC FPRX S-1 Nasdaq Cooley LLP
ACHAOGEN INC S-1 Davis Polk & Wardwell LLP
ENVISION HEALTHCARE HOLDINGS, INC. EVHC S-1 NYSE Debevoise & Plimpton LLP
TROPIC INTERNATIONAL INC. S-1 Dennis Brovarone Atty.
DISCOVERY LABORATORIES INC /DE/ DSCO S-3 Nasdaq Dentons US LLP
GENEREX BIOTECHNOLOGY CORP GNBT S-1 OTC Eckert Seamans Cherin & Mellott, LLC
ROCKET FUEL INC. FUEL S-1 Nasdaq Fenwick & West LLP
CURRENCYSHARES JAPANESE YEN TRUST FXY S-3 NYSE Foley & Lardner LLP
FIVE OAKS INVESTMENT CORP. OAKS S-11 NYSE Fried, Frank, Harris, Shriver & Jacobson LLP
ENERGOUS CORP S-1 Golenbock Eiseman Assor Bell & Peskoe LLP
RESONANT INC S-1 Golenbock Eiseman Assor Bell & Peskoe LLP
ANDALAY SOLAR, INC. WEST S-1 OTC Gracin & Marlow, LLP
THERAPEUTICSMD, INC. TXMD S-3 NYSE Greenberg Traurig, LLP
GENVEC INC GNVCD S-3 Nasdaq Hogan Lovells US LLP
FIVE PRIME THERAPEUTICS INC FPRX S-1 Nasdaq Hogan Lovells US LLP
ARLINGTON ASSET INVESTMENT CORP. AI S-3 NYSE Hunton & Williams LLP
DANLAX, CORP. S-1 Incorp Services Inc.
MIRAX CORP S-1 John T. Root, Jr. Atty.
ENERGOUS CORP S-1 K&L Gates LLP
WHEELER REAL ESTATE INVESTMENT TRUST, INC. WHLR S-3 Nasdaq Kaufman & Canoles, P.C.
FIVE OAKS INVESTMENT CORP. OAKS S-11 NYSE Kaye Scholer LLP
ACAP STRATEGIC FUND XCAPX N-2 Kramer Levin Naftalis & Frankel LLP
ACHAOGEN INC S-1 Latham & Watkins LLP
PARTY CITY HOLDCO INC. S-1 Latham & Watkins LLP
ATHLON ENERGY INC. S-1 NYSE Latham & Watkins LLP
SUMMIT MIDSTREAM PARTNERS, LP SMLP S-4 NYSE Latham & Watkins LLP
SARVIK CORP S-1 Law Offices of Thomas E. Puzzo, PLLC
PREMIER NUTRITION CORP S-4 Lewis, Rice & Fingersh, LC
FLUOROPHARMA MEDICAL, INC. FPMI S-1 OTC Loeb & Loeb LLP
MATINAS BIOPHARMA HOLDINGS, INC. S-1 Lowenstein Sandler LLP
MEDBOX, INC. 10-12G MedBox Inc.
AMPLIPHI BIOSCIENCES CORP APHB S-1 OTC Morrison & Foerster LLP
ECOSPHERE TECHNOLOGIES INC ESPH S-1 OTC Nason, Yeager, Gerson, White & Lioce, P.A.
EPLUS INC PLUS S-3 Nasdaq Nixon Peabody LLP
TCW DIVERSIFIED INCOME FUND, INC. N-2 Paul Hastings LLP
KAYNE ANDERSON MLP INVESTMENT CO KYNPRG N-2 NYSE Paul Hastings LLP
PRESTIGE CRUISES INTERNATIONAL, INC. S-1 Paul, Weiss, Rifkind, Wharton & Garrison LLP
PUGET SOUND ENERGY INC PSPLP S-3 Perkins Coie LLP
PROGENICS PHARMACEUTICALS INC PGNX S-3 Nasdaq Progenics Pharmaceuticals, Inc.
PARTY CITY HOLDCO INC. S-1 Ropes & Gray LLP
SABRE CORP S-1 Ropes & Gray LLP
MAXIMA GROUP INC. S-1 Scott D. Olson, Esq.
PTS HOLDINGS CORP. S-1 Shearman & Sterling L.L.P.
CERES, INC. CERE S-1 Nasdaq Shearman & Sterling LLP
FREESEAS INC. FREE F-1 Nasdaq Sichenzia Ross Friedman Ference LLP
PTS HOLDINGS CORP. S-1 Simpson Thacher & Bartlett LLP
JGWPT HOLDINGS INC. JGW S-1 NYSE Skadden, Arps, Slate, Meagher & Flom LLP
SMART SERVER, INC S-1 Stoecklein Law Group, LLP
UMH PROPERTIES, INC. UMH S-3 NYSE Stroock & Stroock & Lavan LLP
RESONANT INC S-1 Stubbs Alderton & Markiles, LLP
ROCKET FUEL INC. FUEL S-1 Nasdaq Wilson Sonsini Goodrich & Rosati PC
ORAMED PHARMACEUTICALS INC. ORMPD S-3 Nasdaq Zysman Aharoni Gayer and Sullivan & Worcester LLP
CERES, INC. CERE S-1 Nasdaq 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. 

Click here to review the week’s underwriters.

Have a great day.

IPO Underwriters of the Week

Congratulations to all of the corporations and underwriters that worked with our transactions services team last week.

VIDEO-EMAIL-BANNER

Registrant Form Underwriter 1 Underwriter 2 Underwriter 3
CERES, INC. S-1 Aegis Capital Corp.
JGWPT HOLDINGS INC. S-1 Barclays Capital Inc. Credit Suisse Securities (USA) LLC
PROGENICS PHARMACEUTICALS INC S-3 Cantor Fitzgerald & Co.
ATHLON ENERGY INC. S-1 Citigroup Global Markets Inc. Goldman, Sachs & Co.
ACHAOGEN INC S-1 Credit Suisse Securities (USA) LLC Cowen and Company, LLC William Blair & Company, L.L.C.
ROCKET FUEL INC. S-1 Credit Suisse Securities (USA) LLC Citigroup Global Markets Inc. Goldman, Sachs & Co.
ENVISION HEALTHCARE HOLDINGS, INC. S-1 Goldman, Sachs & Co. Barclays PLC BofA Merrill Lynch
PARTY CITY HOLDCO INC. S-1 Goldman, Sachs & Co. Merrill Lynch, Pierce, Fenner & Smith Inc. Morgan Stanley & Co. LLC
FIVE PRIME THERAPEUTICS INC S-1 Jefferies LLC BMO Capital Markets Corp. Wells Fargo Securities, LLC
FIVE OAKS INVESTMENT CORP. S-11 Keefe, Bruyette & Woods, Inc.
ACAP STRATEGIC FUND N-2 Mainsail Group, L.L.C.
SMART SERVER, INC S-1 Matthew Lane / Smart Server, Inc. President
ENERGOUS CORP S-1 MDB Capital Group, LLC
RESONANT INC S-1 MDB Capital Group, LLC
PTS HOLDINGS CORP. S-1 Morgan Stanley & Co. LLC J.P. Morgan Securities LLC
SABRE CORP S-1 Morgan Stanley & Co. LLC Goldman, Sachs & Co. Merrill Lynch, Pierce, Fenner & Smith Inc.
ANDALAY SOLAR, INC. S-1 Southridge Partners II LP

Post IPO, thousands of organizations count on us to assure regulatory compliance and target new investors.

Watch our transactions services video NOW.  Learn why we are a preferred choice.

We’re inviting 850,000+ Advisors & Investors to hear your MLP story

PR Newswire, BetterInvesting and WealthManagament.com join to bring you this SPECIAL event targeted at MLP savvy advisors and investors.

CLICK HERE to download the brochure.

CLICK HERE to read a summary.

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