Category Archives: Industry news

NYSE tightens its procedures for disclosure regarding material news announcements

Scheduled to be effective September 26, 2015, the NYSE has modified its regulations on the release of material news, amending Section 202.06 of the NYSE Listed Company Manual related to material news and trading halts.

Of keen interest to shareholder communicators are these three new amendments:

  • Pre-market notice
  • Post-closing announcements
  • Methods of releasing material news

Collaterally, the proposal makes the following changes that grant the NYSE the authority to halt trading:

  • During pre-market hours at the request of a listed company
  • When the NYSE requests certain, more clarifying information from an issuer
  • When an NYSE issuer is dual-listed, including as an DR (Depository Receipt), and that other exchange halts trading for its own regulatory motives

Pre-market notice 

Section 202.06 of the NYSE Listed Company Manual requires that issuers alert the NYSE preceding the release of material news to the market. This alert – generally the providing of an upcoming news release – is a “heads-up” for the NYSE to evaluate the information and to provide sufficient per-market time and opportunity to halt trading in the company’s securities, if necessary.


The current version of 202.06 requires companies to provide ten minutes in advance of the release of material news, if the news is scheduled for release during the market hours of 9:30 am and 4:00 pm ET.

For pre-market material disclosures, currently the NYSE requires to be alerted “shortly before” the opening of trading, between 9:00 and 9:30 am ET.  According to the NYSE, most issuers release their material news between 7:00 am and 9:30 am, which, more and more, has the potential to influence pre-market trading on non-USA exchanges as well as on the NYSE itself upon that morning’s opening.

The new amendments expand the pre-market timeframe to begin at 7:00 am ET plus combine that timeframe and the trading hours into one “material” time block. Consequently, following the new amendments, NYSE-listed companies will be required to notify the NYSE at least ten minutes before the release of material news anytime between the hours of 7:00 am and 4:00 pm ET.


Post-closing announcements

The amendments update the NYSE guidance regarding the release of material news after the close of trading. Specifically, the guidance states that companies should delay releasing material news until the earlier of either the publication of their security’s official closing price on the NYSE or fifteen minutes after the close of trading at 4:00 pm. This is to avoid interfering with the NYSE’s complete closing procedure.

Methods of releasing material news

The amendments update the methods set forth in Section 202.06(C) for releasing material news, which is outdated ie: stating telephone, fax and hand-delivery are acceptable means for disclosure.

Consistent with current synchronized disclosure practices (RegFD-ish), listed companies will be required to either 1.) include the news in a Form 8-K or other appropriate SEC filing or 2.) issue the material news in a news release to reach, at a minimum, Dow Jones, Reuters and Bloomberg Business News.

The changes to the NYSE Listed Company Manual is available in Exhibit 5 of the NYSE filing. (click here)

As always, we’re pleased to work alongside the NYSE to support all issuers with our Best Practices expertise and solutions to streamline the disclosure process for EDGAR filing and news distribution to help mitigate disclosure risk.

The SEC is closed for Labor Day: Monday, September 7


In honor of Labor Day, the SEC is closed on Monday, September 7, 2015. No files can be received.

Files submitted after 5:30 pm ET, Friday, September 4, 2015 will receive a filing date of Tuesday, September 8, 2015 and will be posted to the public on September 8, 2015 at 6:00 am ET.

As with other holiday closings, the following file types will receive a Friday, September 4, 2015 filing date if filed by 10:00 pm ET on Friday:

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

For any filing with a due date of Monday, September 7, 2015, the SEC will move the due date to the next business day, Tuesday, September 8, 2015.

Have a great long weekend.

Success needs elbow room! (Vintage expands with new Denver office)

This month, Vintage is celebrating the one year anniversary of the evolution of our brand and, more importantly, the evolution of our people, processes and in some cases – our fee structure. At the apex of this month of jocularity is the move to our new, bright and shiny offices in downtown Denver, CO.


Vintage offices will open August 3 at 1515 Wynkoop Street, Denver, Colorado 80202

In addition to the EDGAR, XBRL and investor relations-centric support, our new offices will be the Mountain timezone hub for in-house drafting sessions for IPO registrations  an important (new and convenient) resource for many Denver start-ups. Having our own Denver conference spaces will streamline their processes and ease some of their costs.

What we have accomplished since the new brand evolution:

  • Our number of transactions has increased – with a close-to-equal balance between OTC Markets, NYSE and NASDAQ-listed issuers
  • Our VDR, Vintage Data Room power by EthosData, has been awarded 2015 Virtual Data Room Rising Star by Acquisition International’s 2015 M&A Awards
  • We have expanded office and conference rooms for effective in-house drafting sessions
  • We are, once again, the #1 SEC filing / newswire and the #3 for overall filer by volume
  • Vintage is a founding member of the XBRL US Center for Data Quality
  • We offer complete investor relations services including IR websites

“Intelligent Value” has become the new reputation of Vintage: fast turns, uncomplicated billing and superior client service.


  • XBRL US Center for Data Quality details HERE
  • NYC office video tour HERE
  • 5 Stages of M&A worksheet HERE

Thank you for your continued and expanding trust of Vintage, our client support teams and our culture of accuracy.



Expert Team Guides Clients Through Very First SEC Regulation A+ Filings

Vintage Capital Markets division well prepared to take growth stage companies through new regulatory process

NEW YORK, JUNE 29, 2015 / PR Newswire / — Vintage, the capital markets, corporate services and institutional & fund services division of PR Newswire, today announced that the company has successfully filed two of the first five draft EDGAR filings for clients under the Securities and Exchange Commission’s (SEC) new Regulation A+ ruling.

The new rule, which went in effect on June 19, 2015, revives the promise of The JOBS Act’s 2012 Regulation A by increasing the offering cap and streamlining the involvement of state securities regulators. Under “Reg A+” companies can now raise up to $50 million per year from investors, either individual or institutional.



There are two tiers to the new SEC regulation: 

  • Tier 1 for offerings of securities of up to $20 million in a 12-month period, with not more than $6 million in offers by selling security-holders that are affiliates of the issuer;
  • Tier 2 for offerings of securities of up to $50 million in a 12-month period, with not more than $15 million in offers by selling security-holders that are affiliates of the issuer.

“The Tier 2 Regulation A+ offering can be considered a ‘mini-IPO’ because it allows emerging growth companies to raise capital with less costly financial and time-consuming requirements than a traditional S-1 registration commonly filed for an IPO,” said Gordon Ruckdeschel, Vice President of Operations at Vintage.

“This will be a less burdensome workflow for small and micro-cap companies to go public. However, like any IPO, it needs legal and regulatory expertise. Although it is a streamlined process compared to a traditional S-1 registration, the SEC published 453 pages of Regulation A+ rules… so it is ‘at par’ with the seriousness of an S-1 registration,” Ruckdeschel stated. Regulation A+ is still the sale of securities in your company and as such, we trained and created an internal team to work the intricacies of these unique filings.”

The table below compares a company offering under new Regulation A+ with a company registration on Form S-1.

Description Form Type for
Reg A+ Offering
Form Type for “Traditional”
Non-public Draft Offering/Registration Statement DOS DRS
Amendment to Draft Offering/Registration Statement DOS/A DRS/A
Correspondence for Draft offering/Registration Statement DOSLTR DRSLTR
Public Offering/Registration Statement 1-A S-1
Pre-effective amendment to Public Offering/Registration Statement 1-A/A S-1/A
Post-effective amendment 1-A POS POS AM
Offering/Registration Withdrawal 1-A-W RW
Offering/Registration Withdrawal – amendment 1-A-W/A [not applicable]
Preliminary or Final Offering Statement/Prospectus 253G1, 253G2, 253G3, 253G4 424B1, 424B2, 424B3, 424B4, 424B5, 424B7, 424B8
Current report 1-U 8-K
Current report amendment 1-U/A 8-K/A
Quarterly report (for registered companies) / Semiannual (for Reg A+ companies) 1-SA 10-Q
Quarterly report (for registered companies) / Semiannual (for Reg A+ companies) amendment 1-SA/A 10-Q/A
Annual report 1-K 10-K
Annual report amendment 1-K/A 10-K/A
Exit Report (for Reg A+) / Deregistration (for registered companies) 1-Z 15-12B/15-12G/15-15D
Exit Report (for Reg A+) / Deregistration (for registered companies) – amendment 1-Z/A 15-12B/A/15-12G/A/15-15D/A
Withdrawal of Exit Report (for Reg A+ only) 1-Z-W [not applicable]
Withdrawal of Exit Report (for Reg A+ only) – amendment 1-Z-W/A [not applicable]

Note that this chart is a very simplified example as Reg A+ can be complex. For example, REITs and Canadian companies may offer securities under the new Reg A+ as well.

To help smaller companies understand the regulation, the SEC offers  “Amendments to Regulation A: a Small Entity Compliance Guide:”

To keep up-to-date on Vintage’s continued growth, please follow Vintage in LinkedIn:

Please visit Vintage today for more information:


About Vintage

Vintage, a PR Newswire division, is a top-three provider of full-service regulatory compliance and shareholder communications services, delivered across our three practice areas: Capital Markets, Corporate Services and Institutional & Fund Services.

Founded in 2002 and acquired by PR Newswire in 2007, Vintage has evolved to become the industry’s intelligent value choice. We deliver a flexible balance of people, facilities and technology to ensure that regulatory compliance and shareholder communications processes are efficient, transparent and painless. Services include IPO registrations, transactions, virtual data rooms, EDGAR & XBRL filing, typesetting, financial printing and investor relations websites. 

About PR Newswire

PR Newswire ( 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 60 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
+1 201.942.7157

SEC proposes changes to mutual funds filing disclosures

Corporate issuers aren’t the only clientbase we guide (and file) with.


Vintage supports more than our share of Mutual Funds issuers, and the recent SEC proposals are poised to enhance the quality of information available to investors and would allow the SEC to better collect and use the data (coughcoughXBRLcough) provided by investment companies and investment advisers.

Per SEC Chair Mary Jo White:

“These recommendations will vastly improve the type and format of the information that funds provide to the Commission and to investors.

Investors will have better quality and greater access to information about their fund investments and investment advisers, and the SEC will have more and better information to monitor risks in the asset management industry.”

A short summary, per our role:

Form N-Q is probably going away: A new form N-PORT to come into existence, which would be similar to N-MFP. It would be a monthly form that would apply to funds (except Money Market Funds) and would include portfolio information.

  • Form N-PORT would include a fund’s entire portfolio holdings and would be filed electronically in a structured, XML format, similar to N-MFP.
  • Form N-PORT would expand meaningfully information about a fund’s derivatives investments.
  • Form N-PORT would disclose the characteristics, terms and conditions of each derivative contract that are central to the payoff outline of a fund’s investment in contracts, as well as the exposures created or hedged
  • Form N-PORT would include additional information regarding fund portfolio holdings and characteristics not required by Forms N-Q and N-CSR.
  • Form N-PORT would expand significantly disclosure about investments, including, repurchase agreements, reverse repurchase agreements and securities lending

NSAR is finally going away: Will be replaced with new Form Type N-CEN – essentially a “census” form similar to NSAR, but would only be filed annually instead of semi-annually like NSAR is today.

Proposed Rule 30e-3: Shareholder reports will be able to be delivered by being posted on a website… no need to deliver by mail unless client specifically requests. This is very 2008 corporate issuer “notice & access”-esque.

Funds would be required to make the reports and the fund’s quarterly portfolio holdings information available at a website address specified in a one-time notice to shareholders. Shareholders must be able to opt-out of online availability to receive mailed paper copies of shareholder reports and fund quarterly portfolio information.

The SEC is closed for Memorial Day: Monday, May 25

memdayIn honor of Memorial Day, the SEC is closed on Monday, May 25, 2015. No files can be received. Plan accordingly with your Vintage Account Team.

Files submitted after 5:30 pm ET, Friday May 22, 2015 will receive a filing date of Tuesday, May 26, 2015  and will be posted to the public on Tuesday May 26, 2015 at 6:00 am ET.

As with other holiday closings, the following file types will receive a Friday, May 22, 2015  filing date if filed by 10:00 pm ET on Friday:

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

For any filing with a due date of Monday May 25, 2015, the SEC will move the due date to the next business day, Tuesday, May 26, 2015.

Have a great holiday.

Check with counsel that your company won’t .SUCK(S)

Investor relations officers may want to double-check with their I.T. department and General Counsel to assure that your company won’t .suck(s)


Briefly, a new internet domain suffix – .sucks – will be available and, along with .porn and .XXX suffixes, the general public can buy them.

The .sucks domain is being marketed as a “consumer advocate’s extension.” A philanthropic example will be “” But if you have EVER read a comment section on any blog post, you know exactly what is going to happen. Haters gonna hate… and haters gonna buy your Who knows, maybe even your crafty competitors will buy your URL from under you.

Now is the time to check with your general counsel. Ask if they think whether your organization should proactively register any of these new suffixes to mitigate potential embarrassment, harassment and crisis.

CLICK HERE for a detailed legal overview PDF.

If I am reading the PDF correctly, April and May are a “sunrise” time period – when authorized brands can .sucks up their own suffixes. After June 1, we can all .sucks it.

Um. That sound awkward. Just go talk to counsel!