Monthly Archives: February 2014

WYSIWYG* v. professional typesetting and composition (DIY S-1 filing: part two)

Quite a bit of interest from last week’s discussion regarding the forensic trail highlighted in the blog post DIY an S-1 filing? Brides should not bake their own wedding cake.

The prevailing question was why did the soon-to-be-public company restart their S-1 with a traditional IPO filing process (like Vintage Filings’ drafting sessions) from its humble DIY origin?  More to the point, why is an XBRL self-filing portal OK to use for 10-Qs, but not for the S-1?

The simple answer is scale of task. Look at the video below.

This is a typical prospectus.

Although the ink and paper may look blasé, this is a major publication for a company. Without exaggeration, their future depends on this document. That fact moves its creation from WYSIWYG word processing into professional typesetting and document composition. Compound this tactical task with the legal and contractual precision that an S-1 requires and… well, you get the idea. It is not a simple typing task for a generic (and often unfamiliar) word processing program like Google Docs.

Our advice is the right tool for the right job: Use professional** typesetting and document composition for transactions. These documents are really really really large contracts. You must have the precision. If you want to tag and submit your own XBRL files with the SEC, use our MS Word and MS Excel based DIY platform (via fleXBRL).

Our sales pitch: all our solutions are perfectly priced, a key driver for our continuing success working with mid to microcap issuers. Our forensic speculation is that the DIY mis-start doubled the fee… not to mention the serious time wasted fussing around with tabs, margins, page numbers and financial tables.

Have a great day.

*What You See Is What You Get

** preferably ours at Vintage Filings

Free guidebook: 10-K, 10-Q & 8-K Reporting Rules for 2014

It’s just the cusp of March and we are already on the second printing of these popular 2014 resource books. 

10-k&Proxyguides (1)

Click here to request your hardcopy guidebook.

We are pleased to provide you with our annual updated edition of the SEC 2014 Reporting Rules for Forms 10-K, 10-Q and 8-K.

This publication is an excellent reference source for legal and accounting professionals and corporate executives.

In this publication, we present the rules in a “user-friendly” format by presenting the portions of Regulation S-K that are referenced in Forms 10-K, 10-Q and 8-K within the text of the relevant Form immediately following the reference to Regulation S-K, thus making it easier to review the complete disclosure requirements.

In addition, we eliminate many cumbersome citations and provide “”plain English”” rule references.

  • FREE!
  • 350 pages
  • Up-to-date for 2014 including VERY VERY VERY in-depth information
  • Detailed table-of-contents for quick reference

Click image below to view Table of Contents.

Table of Contents: 10-k, 10-Q and 8-L

Have a great day.

Last week’s IPOs and Transactions

There were 31 transactions filed with the SEC last week.

Congratulations to all of the corporations and law firms that selected our transactions services last week including Advaxis Inc. w/ Reed Smith LLP and Protalex Inc. w/ Morse, Zelnick, Rose & Lander, LLP. We appreciate that they selected to work with us and we’re pleased that they found us both accurate and affordable.

blog_banner_SEC

Registrant Symbol Form Exchange Law firm / Advisor
NGL ENERGY PARTNERS LP NGL S-3 NYSE Andrews Kurth LLP
MADISON & 51ST, INC. 10-12G BlackPool Acquisitions, LLC.
ANPATH GROUP, INC. APGRD 10-12G OTC Burningham & Burningham
ROMULUS CORP. S-1 Cane Clark LLP
TPG SPECIALTY LENDING, INC. N-2 Cleary Gottlieb Steen & Hamilton LLP
2U, INC. S-1 Cooley LLP
CARDICA INC CRDC S-1 Nasdaq Cooley LLP
VERSARTIS, INC. S-1 Cooley LLP
WSFS FINANCIAL CORP WSFS S-4 Nasdaq Covington & Burling LLP
KANGE CORP S-1 David Lubin & Associates, PLLC
VERSARTIS, INC. S-1 Davis Polk & Wardwell LLP
KING DIGITAL ENTERTAINMENT PLC F-1 Fenwick & West LLP
FIRST INTERSTATE BANCSYSTEM INC FIBK S-4 Nasdaq Fredrikson & Byron, P.A.
TPG SPECIALTY LENDING, INC. N-2 Fried, Frank, Harris, Shriver & Jacobson LLP
WSFS FINANCIAL CORP WSFS S-4 Nasdaq Gerrish McCreary Smith, PC
2U, INC. S-1 Goodwin Procter LLP
BORDERFREE, INC. S-1 Goodwin Procter LLP
FIRST INTERSTATE BANCSYSTEM INC FIBK S-4 Nasdaq Holland & Hart LLP
TEL-APPLIED HOLDINGS B.V. S-4 Jones Day
ENDOWMENT PMF MASTER FUND, L.P. N-2 K & L Gates LLP
PMF FUND, L.P. N-2 K & L Gates LLP
PMF TEI FUND, L.P. N-2 K & L Gates LLP
NORD ANGLIA EDUCATION, INC. F-1 Latham & Watkins LLP
LION PRINT CORP S-1 Law Offices of Thomas E. Puzzo, PLLC
ATLAS PIPELINE PARTNERS LP APL S-3 NYSE Ledgewood
NORD ANGLIA EDUCATION, INC. F-1 Milbank, Tweed, Hadley & McCloy LLP
PROTALEX INC PRTX S-1 OTC Morse, Zelnick, Rose & Lander, LLP
SOUTHERN FIRST BANCSHARES INC SFST S-3 Nasdaq Nelson Mullins Riley & Scarborough LLP
A10 NETWORKS, INC. S-1 Pillsbury Winthrop Shaw Pittman LLP
ADVAXIS, INC. ADXSD S-3 Nasdaq Reed Smith LLP
CARDICA INC CRDC S-1 Nasdaq Ropes & Gray LLP
LUCKYCOM INC S-1 Scott Doney, Esq.
ARAMARK CORP S-1 Simpson Thacher & Bartlett LLP
QUINTILES TRANSNATIONAL HOLDINGS INC. Q S-1 NYSE Smith, Anderson, Blount, Dorsett, Mitchell & Jernigan, LLP
O’CONNOR FUND OF FUNDS: EVENT LLC N-2 Stroock & Stroock & Lavan LLP
CAR CHARGING GROUP, INC. CCGI S-1 OTC Szaferman, Lakind, Blumstein & Blader, P.C.
DANIELS CORPORATE ADVISORY COMPANY, INC. DCAC S-1 OTC Szaferman, Lakind, Blumstein & Blader, P.C.
MARKWEST ENERGY PARTNERS L P MWE S-3 NYSE Vinson & Elkins L.L.P.
TEL-APPLIED HOLDINGS B.V. S-4 Weil, Gotshal & Manges LLP
QUINTILES TRANSNATIONAL HOLDINGS INC. Q S-1 NYSE White & Case LLP
BORDERFREE, INC. S-1 Wilson Sonsini Goodrich & Rosati  PC
A10 NETWORKS, INC. S-1 Wilson Sonsini Goodrich & Rosati, P.C.
KING DIGITAL ENTERTAINMENT PLC F-1 Wilson Sonsini Goodrich & Rosati, 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.

Click here to review the week’s underwriters.

IPO Underwriters of the Week

Congratulations to the corporations and underwriters that worked with our transaction services team.

Watch our brief transactions services video HERE.  Learn more about how we have become a top choice.

VIDEO-EMAIL-BANNER

Registrant Form Underwriter 1 Underwriter 2 Underwriter 3
NORD ANGLIA EDUCATION, INC. F-1 Credit Suisse Securities (USA) LLC Goldman, Sachs & Co. J.P. Morgan Securities LLC.
BORDERFREE, INC. S-1 Credit Suisse Securities (USA) LLC RBC Capital Markets, LLC Pacific Crest Securities LLC
2U, INC. S-1 Goldman, Sachs & Co. Credit Suisse Securities (USA) LLC Needham & Company, LLC
TEL-APPLIED HOLDINGS B.V. S-4 Goldman, Sachs & Co. Morgan Stanley & Co. LLC
ARAMARK CORP S-1 Goldman, Sachs & Co. J.P. Morgan Securities LLC
KING DIGITAL ENTERTAINMENT PLC F-1 J.P. Morgan Securities LLC Credit Suisse Securities (USA) LLC Merrill Lynch, Pierce, Fenner & Smith Inc.
A10 NETWORKS, INC. S-1 Morgan Stanley & Co. LLC Merrill Lynch, Pierce, Fenner & Smith Inc. J.P. Morgan Securities LLC
VERSARTIS, INC. S-1 Morgan Stanley & Co. LLC Citigroup Global Markets Inc. Cowen and Company, LLC
QUINTILES TRANSNATIONAL HOLDINGS INC. S-1 Morgan Stanley & Co. LLC Barclays Capital Inc. J.P. Morgan Securities LLC
CARDICA INC S-1 Wedbush Securities Inc. Craig-Hallum Capital Group LLC

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

Have a great week.

DIY an S-1 filing? Brides should not bake their own wedding cake.

Last week, a few conversational planets aligned here on the topic of a company’s self-filing of their IPO. To be exact, in this blog post, the definition of self-filing is the use of a DIY XBRL platform (what our fleXBRL offers- click here) to create and work an S-1 file completely through to final public offering.

If you are not familiar with the workflow of an S-1 with the SEC, this whitepaper – click here – will guide you to understand. We execute hundreds of transactions each year.

bridesOne conversation came about in context to our being a NYSE-approved provider of shareholder communications services to their IPOs. The question arose… should we / could we help a soon-to-be-NYSE company DIY their S-1 as they can with their quarterly XBRL? Fair question, but to date, no one had worked in our fleXBRL program for an S-1. Why would they? Regardless, we needed an example.

The next task was to identify any S-1 that self-filed via an XBRL portal. (This identification can be done by researching the publicly filed SEC records.) A single, recent example was brought to my attention, however as it was not our account, the details of the workflow are backwards forensics from the public record.

The conversation next went to why was the openly published S-1 filing fee to the client so high for a DIY portal? What also stood out was that the price was too high even for a traditional S-1: almost twice what we generally bill a micro/small-cap company for full service IPO drafting and registration.

The forensics tell a story:  I have changed all identifiers.

DATE FORM FILING AGENT
July 22, 2013 Form D Law Firm
Sept 10, 2013 S-1 Corporation themselves via DIY portal
Sept 15, 2013 S-1/A Corporation themselves via DIY portal
Sept 24, 2013 S-1/A Corporation themselves via DIY portal
Oct 4, 2013 S-1/A Traditional S-1 filing provider
Oct 8, 2013 8-A12B Corporation themselves via DIY portal
Oct 11, 2013 S-1/A Traditional S-1 filing provider
Oct 12, 2013 FWP Traditional S-1 filing provider
Oct 13, 2013 CERTNAS (SEC posting)
Oct 13, 2013 S-1MEF Traditional S-1 filing provider
Oct 14, 2013 EFFECT (SEC posting)
Oct 14, 2013 424B1 Traditional S-1 filing provider
Oct 19, 2013 8-K Corporation themselves via DIY portal

It seems they started the S-1 themselves, but after two amendments, called in “a pro.”

Why the October 4th switch to a traditional S-1 filing provider – like Vintage Filings?  Another “SEC Filings CSI” data point we uncovered is the company filed as a JOBS Act Confidential IPO.

Our professional speculation is that once the company publicly declared their intent to IPO on Oct 4th, their Confidential IPO 21-day disclosure window came into play. Safe to assume that the added burden, public scrutiny and needed attention to detail – plus perhaps pressure from their banks and lawyers – advocated the issuers’ management team hand-off the S-1 to an experienced filer. Going public is VERY stressful…senior executives need to focus on the business, not on typesetting.

AKA: Brides should not bake their own wedding cake. (this video demonstrates what a drafting session looks like – phew)

Fiscal forensics: The S-1 file hand-off may have caused the dramatic fee increase. The company paid for both DIY and traditional service. Even if Vintage Filings was given the hand-off, we’d also have to re-key the entire S-1 into our filing (typesetting/editing/filing) workflow platform. In this exact case, had the company worked with us from the initial S-1 to pricing, they would have cut their costs in half and more importantly, not burned their valuable time.

XBRL portals are excellent for filing XBRL. XBRL portals are especially excellent for companies who have in-house accounting experts. We have dozens of clients who work as such via our fleXBRL. We also have clients who prefer (need) full service.

Our view? Don’t self-file an S-1. Too many steps. Too many cooks. If you are organized, the cost can be very contained. At least with Vintage Fillings.  

Have a great day.

How long is the Confidential IPO and SEC ping-pong match? 74 days

pingpongAs they posted today, the Wall Street Journal reports that the average time period that companies spend in the confidential phase working out their IPO registration with the SEC is just 74 days.

Why is it a ping-pong match? Download our white paper (click here) and you’ll graphically understand.

Important note: unlike a true game of ping-pong, this Confidential IPOs and SEC game is not a competition. It’s really about working, checking and amending to assure complete transparency toward shareholders when the final offer is public.  As we’ve commented before, the term “confidential” infers spies and secrets. That’s not the case. These emerging Growth Companies are being cautious (in a very competitive and fickle marketplace) for many sound reasons.

From the WSJ

The Wall Street Journal analyzed the previously confidential IPO filings of 209 U.S. companies submitted to the SEC since Oct. 15, 2012.

Agios Pharmaceuticals Inc. had the shortest consultation period, at 18 days, while fast-food chain Potbelly Corp. had the longest of the group, at 289 days. Agios and Potbelly confirmed the findings.

If you have access to the WSJ, the full article is here.

To lean about our S-1 and transactions team, watch this brief video now.

Have a great day.

Investor relations benchmark 3: What format Annual Report will your company produce?

The next questions in this infographic series are PR Newswire & Vintage Filings cross-over questions about annual reports. We asked IR and corporate secretaries how their annual report is produced.

We already know, as reported in our Shareholder Confidence 365 Study, what annual report format investors favor (click here)but how does that align with actual production?

Cheerfully, pretty darn close.

IRBENCHMARK_3

a

Our view? Print is not dead, but it has limited appeal. View more study results here AND request a custom print quote from us. Be careful about your production. We offer a variety of print options to match your aesthetics, quantity needed and budget.

What do investors want? Download this white paper.