The SEC is closed for Labor Day: Monday, September 5

In honor of Labor Day, the SEC is closed on Monday, September 5, 2016. No files can be received. Plan accordingly with your Vintage Account Team.


Files submitted after 5:30 pm ET, Friday, September 2, 2016 will receive a filing date of Tuesday, September 6, 2016 and will be posted to the public on September 6, 2016 at 6:00 am ET.

As with other holiday closings, the following file types will receive a Friday, September 2, 2016 filing date if filed by 10:00 pm ET on Friday:

  • Section 16 filings (3, 3/A, 4, 4/A, 5, 5/A)
  • Filings pursuant to Rule 462(b)

For any filing with a due date of Monday, September 5, 2016, the SEC will move the due date to the next business day, Tuesday, September 6, 2016.

Please contact your Vintage representative if you foresee any deadline conflicts. We’re always here to help!


Have a great picnic!

SEC says “Access THEN Notice,” not Notice and Access, for Mutual Fund print distribution

With a surprisingly analog mentality, the SEC backtracked on its 2015 Proposed Rule 30e-3 which would allow Mutual Funds to move to a “Notice and Access” online model for the fulfillment and distribution of their semi-annual shareholder reports and quarterly portfolio holdings. This would save the Mutual Fund industry millions of dollars.

Currently, Mutual Fund document delivery is “Access THEN Notice.”



Here’s the difference:

Notice and Access, which was adopted in 2008 by corporate issuers for their annual report and proxy materials, is a process under which issuers and other soliciting entities can meet their proxy delivery requirements by posting proxy materials on a website, notifying shareholders of the availability of such materials and sending paper or email copies of such materials upon request.

  • Digital documents and internet distribution is the default. Paper documents and hardcopy-mail distribution is the opt-in.

Access THEN Notice is the status quo for Mutual Funds as well as the exact opposite of the equities’ process.

  • Paper documents and hardcopy-mail distribution is the default. Digital documents and internet distribution is the opt-in.

According to the Wall Street Journal, Mutual Funds annually print and mail 440 million shareholder reports at a cost of $308 million. The SEC emphasized data from a 2011 survey in which 59.5% of [Mutual Fund investors] respondents said they would read their Mutual Fund’s annual report online. 24.5% reported they prefer a mailed hardcopy report.

Apples learning from oranges

Much has been written of the initial trial and tribulations of Notice and Access for corporate issuers. Broadridge reports are the most detailed.

What most antagonists of Notice and Access commented about in 2008 and 2009 was the obvious drop in proxy voting by individual investors. Certainly, concerns about voting does not apply for Mutual Funds, but what DOES apply is the “speedbump” of poor communications to investors of this dramatic process change. Corporate investor relations and their corporate secretary have since corrected this – a tangible manifestation being the evolution to highly designed online proxy materials a.k.a. our interactive proxy materials documents.

In regard to Mutual Funds and Rule 30e3, Consumers for Paper Options, a lobbyist group funded by the paper industry’s largest tradegroup and several of North America’s biggest paper manufacturers, have taken the stance that “Notice and Access would impede access for many investors, especially the elderly, those with disabilities and minority Americans — all demographics that are less likely to have regular Internet access.’’

Per the WSJ: “In the end, big paper scissored big Mutual Funds.”

Beholden to our promise of intelligent value, Vintage is agnostic regarding analog or digital.

Our strengths lie in our omnichannel, flexible approach to document production and the subsequent transparent shareholder communications. Specifically for Mutual Funds, is our June 2016 launch of Vintage WorkStream – the concierge service for Investment Advisors / Fund Administrators to produce, SEC file and distribute Mutual Fund prospectus, shareholder reports and marketing materials.


Click image to view.

Capable of both traditional and automated publishing, Vintage Workstream is an agile document management platform that allows clients to access the best method of execution based upon the production requirements for each and every job.

The end documents easily and equally flow both online and onto a printing press.


Workstream traditional publishing:

  • Simple workflow, lighter client responsibility and à la carte fees
  • Each document managed and created individually by Vintage
  • Favored stream for small complexes with limited series and Shareholder reports 

Workstream automated publishing with DocuBuilder: 

  • Component content management workflow for large complexes with multiple funds
  • All documents generated automatically from dynamic pool of approved content and data feeds
  • Reduces redundancies and assures content integrity and design continuity across all funds’ documents
  • Enterprise SaaS platform: shared resource across compliance and marketing teams
  • Generate prospectuses and marketing materials from the same content pool
  • Favored stream for large complexes with multiple series and classes of funds as well as aggressively growing complexes

Learn more here.

PS: I totally made up the phrase “Access THEN Notice.” 

Forget about compliance. For investor relations, XBRL is about communications.

XBRL data is shaping the future of the capital markets – just no one knew it.

Since 2009, the capital markets / investor relations industry has been waiting for the broad, universal and simultaneous adoption of XBRL, the “machine-readable” code that underlies SEC forms 10-Q and 10-K. That’s not going to happen – at least not as a Big Bang.

What is happening, in a more Darwinian manner, is that is XBRL has quietly worked its way into the daily dataflow of thousands of investors – in the quantitative trading platforms built by extremely smart people: engineer predictive-modeling-data smart, not Wall Street speculative-gut-reaction smart. Websites like and are two of the data hubs for quantitative trading developers.

The best allegory I’ve read is to compare investing with the weather. Legacy Wall Street is still largely based on experience: they can look up in the sky and make a trade decision – like a sheep herder who has worked the same hillside for years. A “Quant” (quantitative trader) is more like a meteorologist. They work computer-based statistical analysis strategies to execute trades when certain data-driven conditions are met.



Today, at many companies, IR and SEC reporting live separate, but equal lives.


XBRL is the delivery mechanism of your earnings announcement. It’s the earnings call for Quants.

Quants are not on your quarterly conference call, listening to your CEO’s earnings narrative. So, how are Quants receiving your earnings narrative? Directly from you via your XBRL filings. This is why we have our continual hissy-fit blog posts about XBRL quality. Forget about compliance. For investor relations, XBRL is about communications.


Quants need to have the same level of IR oversight as any buy-side analyst


With the explosion of Quants and the equally aggressive Fintech industry, investor relations teams now need to reach a growing investor base that will not ever respond to traditional, narrative-based investor relations. For Quants, XBRL is the narrative – and if the XBRL has errors that corrupts their models, the narrative is not communicated and they’ll bypass that stock.

We counsel clients that a better moniker for building relationships with Quants is financial communications rather than shareholder communications. There is no denying that, looking forward in our Big Data world, the vocabulary of financial communications is XBRL. IR needs to double-check that your company is speaking in that tongue correctly.

Forget about compliance. For investor relations, XBRL is about communications. Get involved. Ask your SEC reporting team for a recap of the most recent filing.

How to write your earnings release for the Associated Press’ automatic reporting engine

Last week, a very interesting question was posed by a client: “Do I need to write my earnings release in any special manner to facilitate better quality reporting by the Associated Press’ (AP) automated journalists?”

The short answer: “No.”


Here’s the long answer:

Working backwards from the AP, we contacted Automated Insights, the company that developed the Wordsmith application behind the AP robo-reporters. Wordsmith is an artificial intelligence (AI) platform that generates human-sounding narrative articles from raw data. The AI stories sound like a person crafted each one of them individually.

After a brief exchange with Automated Insights’ head of communications, James Kotecki, he sent us over to Bryant Sheehy, Director of Business Development at Zacks Investment Research. Zacks’ research is trusted by dozens of financial portals including Yahoo!, MarketWatch, NASDAQ, Forbes and Morningstar. Zacks is where the raw data originates

Now we are at the core of the question. How does Zacks’ extract data from your earnings release? They read it. With actual eyeballs. Owned by actual people. Those actual people then manually enter your numbers into a database.

Only the writing aspect of the AP process is automated, not the data parsing. At its simplest, the Wordsmith application is a “form letter,” however the sophistication of the AI creates very readable content on an immense scale. It has hundreds of applications including sports reporting and personalized customer letters.

Points to be aware of:

The data most coveted in your earning release is the GAAP reporting of Net Income, EPS and Total Revenue. The more buried these numbers are, the slower the reporting. Sheehy commented that with a clear and obvious presentation of your GAPP numbers, your earnings data can be at the APs robo-fingers between 2 – 5 minutes. If your release is still placing prominence on non-GAAP, research can take up to 30 minutes – especially if a web disclosure model is used and researchers need to navigate to the IR website. He did add that the research team does learn, quarter-to-quarter, how each issuer publishes their numbers which aids in increasing speed.

A final thought is that, thanks to the SEC’s newest guidelines (read here) regarding GAAP and non-GAPP reporting, the research team at Zacks will have an easier time getting your results into Wordsmith, into the AP newsfeed and quickly and transparently out to shareholders.

IPOs and Transactions: Aug 15 – 19 / plus merger technology whitepaper

There were 45 transactions filed with the SEC last week.

Congratulations to all of the corporations and law firms that selected our transactions services last week including Great Basin Scientific Inc. w/ Dorsey & Whitney LLP and Ellenoff Grossman & Schole LLP, Propanc Health Group Corp. w/ Harter Secrest & Emery LLP, Alliance MMA Inc. w/ Magri Law, LLC and Mazzeo Song P.C. Vitality Capital Corp w/ Morrison & Foerster LLP, Alcentra Capital Corp. w/ Sutherland Asbill & Brennan LLP and Fortress Biotech Inc. w/ Wyrick Robbins Yates & Ponton LLP.

We appreciate that they selected to work with us and we’re pleased that they found us to be the intelligent value.


Law firm / advisor Registrant Symbol Form Industry
Akerman LLP NEFF CORP NEFF S-3 Equipment rental and leasing
Allianz Life Insurance Company of North America ALLIANZ LIFE INSURANCE CO OF NEW YORK ~ S-1 Life insurance
Allianz Life Insurance Company of North America ALLIANZ LIFE INSURANCE CO OF NORTH AMERICA ~ S-1 Life insurance
Alston & Bird LLP FB FINANCIAL CORP ~ S-1 State banks
Baker Botts L.L.P. TRANSOCEAN LTD RIG S-4 Drilling oil and gas
Bart and Associates LLC LIFE CLIPS INC ~ S-1 Motion picture and video tape
Boutin Jones Inc. MOLINA HEALTHCARE INC MOH S-4 Hospital and medical service plans
Brownstein Hyatt Farber Schreck, LLC FULL HOUSE RESORTS INC FLL S-3 Recreation services
BRT Realty Trust BRT REALTY TRUST BRT S-3 Real estate
Carmel, Milazzo & DiChiara LLP ECOARK HOLDINGS INC MGLT S-3 Semi- conductors
Cooley LLP EVERBRIDGE INC ~ S-1 Software services
Cravath, Swaine & Moore LLP PINNACLE FOODS FINANCE LLC PF S-4 Food products
Davis Wright Tremaine LLP HOMESTREET INC HMST S-4 Savings institutions
Dorsey & Whitney LLP GREAT BASIN SCIENTIFIC INC GBSN S-1 Surgical insts.
EliteSoft Global, Inc. ELITESOFT GLOBAL INC ~ S-1 Blank check
Ellenoff Grossman & Schole LLP GREAT BASIN SCIENTIFIC INC GBSN S-1 Surgical insts.
Farmer Bros. Co. FARMER BROTHERS CO FARM S-3 Miscellaneous food
Foley & Lardner LLP MANITOWOC FOODSERVICE INC MFS S-4 Industrial services
Goodwin Procter LLP EVERBRIDGE INC ~ S-1 Software services
Harter Secrest & Emery LLP PROPANC HEALTH GROUP CORP PPCH S-1 Pharma
Latham & Watkins LLP FB FINANCIAL CORP ~ S-1 State banks
Loeb & Loeb LLP SMITH MICRO SOFTWARE INC SMSI S-3 Software services
Magri Law, LLC ALLIANCE MMA INC ~ S-1 Recreation services
Manatt, Phelps & Phillips, LLP PINGTAN MARINE ENTERPRISE LTD PME S-3 Blank check
Mazzeo Song P.C. ALLIANCE MMA INC ~ S-1 Recreation services
Morgan, Lewis & Bockius LLP BGC PARTNERS INC BGCA S-4 Security brokers
Musick, Peeler & Garrett LLP FARMER BROTHERS CO FARM S-3 Miscellaneus food
Paul, Weiss, Rifkind, Wharton & Garrison LLP PLY GEM HOLDINGS INC PGEM S-3 Plywood / structural wood
Paul, Weiss, Rifkind, Wharton & Garrison LLP VIRTU FINANCIAL INC VIRT S-3 Security brokers
Richards, Layton & Finger, PA TRANSOCEAN LTD RIG S-4 Drilling oil and gas
Sichenzia Ross Friedman Ference LLP SITO MOBILE LIMITED SITO S-3 ~
Simpson Thacher & Bartlett LLP DJO FINANCE LLC ~ S-4 Orthopedic, prosthetic, surgical
Skadden, Arps, Slate, Meagher & Flom LLP BLACKROCK INC BLK S-3 Security brokers
Southeastern Bank Financial Corporation SOUTH STATE CORP SSB S-4 ~
Stikeman Elliott LLP XBIOTECH INC XBIT S-3 Pharma
Sutherland Asbill & Brennan LLP ALCENTRA CAPITAL CORP ABDC N-2 Investment services
Sutherland Asbill & Brennan LLP NEW MOUNTAIN FINANCE CORP NMFC N-2 Investment services
Thompson Hine LLP BLUE SPHERE CORP BLSP S-1 Computer programming
Trowbridge Sidoti MADYSON EQUITY GROUP LP ~ 1-A Real estate
Wachtell, Lipton, Rosen & Katz SOUTH STATE CORP SSB S-4 ~
Wachtell, Lipton, Rosen & Katz TRIUMPH BANCORP INC TBK S-3 State banks
Wilson Sonsini Goodrich & Rosati, PC NANTKWEST INC NK S-3 Biological products
Wyrick Robbins Yates & Ponton LLP FORTRESS BIOTECH INC FBIO S-3 Pharma

Whether in-house, your-house or 100% virtual… click here to discover why we are the intelligent value for both traditional and confidential IPOs.

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 week.


IPO Underwriters of the Week: Aug 15 – 19 / plus merger technology whitepaper

Congratulations to the corporations and underwriters that worked with our transaction services team. Whether in-house, your-house or 100% virtual… click here to discover why we are the intelligent value for both traditional and confidential IPOs.


Registrant Form Underwriter 1 Underwriter 2 Underwriter 3 +
ALLIANZ LIFE INSURANCE CO OF NEW YORK S-1 Allianz Life Financial Services, LLC ~ `
EVERBRIDGE INC S-1 Credit Suisse Securities LLC Merrill Lynch, Pierce, Fenner & Smith Inc. Stifel, Nicolaus & Company, Inc. / Pacific Crest Securities / Raymond James & Associates, Inc. / Canaccord Genuity Inc. / William Blair & Company, L.L.C.
FB FINANCIAL CORP S-1 J.P. Morgan Securities LLC UBS Securities LLC Keefe, Bruyette & Woods, Inc.
SANCHEZ PRODUCTION PARTNERS LP S-1 Johnson Rice & Company L.L.C. ~ ~
GREAT BASIN SCIENTIFIC INC S-1 Roth Capital Partners, LLC ~ ~
THAR PHARMACEUTICALS INC S-1 SunTrust Robinson Humphrey, Inc. ~ ~

Post IPO, thousands of organizations count on us to assure regulatory compliance and shareholder communications.

Click here to review the week’s IPOs and active securities law firms.

Have a great week.

Video webinar: Using Regulation A+ to list on a stock exchange

As detailed in our Bloomberg / Vintage educational webcast on the similarities and differences between the Reg A+ and time-tested IPO processes, Reg A+ can be a vehicle (Elio Motors pun intended) to list onto a national exchange.


So far, Elio Motors is the only Reg A+ issuers to execute that. It’s also interesting to learn of how an underwriter can participate in the process. 


Our experts on the webinar:


Mr.Gary Emmanuel focuses his practice on corporate securities matters.  With over 15 years of experience, Mr. Emmanuel represents both domestic and foreign companies that are navigating the process of capital raising, including initial public offerings, registered direct offerings, follow-on offerings, private placements, private investment in public equities (PIPEs) and bridge financings. He has worked extensively with biotechnology and other life science companies, both as company counsel and as underwriter’s counsel.  He advises companies on issues relating to disclosure, periodic reporting, corporate governance, American Depositary Receipt (ADR) programs, and the rules of the NYSE MKT, NYSE and NASDAQ. He also counsels companies in a wide variety of corporate transactions including licensing, reverse mergers, acquisitions and joint ventures.  Mr. Emmanuel previously served in the Military Court of Appeals of the Israel Defense Forces during his army service and holds the military rank of legal officer.

Mr.Emmanuel is admitted to practice in New York and Israel.  He earned his LLB, with honors, from Queen Mary University of London and his LLM from Yeshiva University – Benjamin N. Cardozo School of Law.


Mr.David Ethridge is the Managing Director in the firm’s Deals practice and U.S. IPO Services leader. He helps PwC clients prepare for accessing the equity capital markets through an IPO, advising them throughout the life of the IPO process, from pre-IPO readiness assessment to planning, the offering process, potential pitfalls and challenges and beyond.

Mr.Ethridge is a veteran IPO professional with more than 25 years of experience built around the equity capital markets, advising clients to globally on their plans to access the U.S. equity markets via IPOs, follow-on offerings, Convertibles, registered direct, and PIPEs. Prior to his role at PwC, he led the New York Stock Exchange (NYSE) Capital Markets practice for five years, a role which follows 20 years of experience in investment banking. Under his leadership, the NYSE became the overall leader both in the U.S. and globally for IPOs, most notably in the technology sector. Throughout his career, he has advised and executed over 100 IPOs; including helping execute the largest IPO in history when he was leading the NYSE team.

Mr.Ethridge received a M.B.A from Harvard Business School and a B.A. in economics from Davidson College.


Mr. Gordon Ruckdeschel has over twenty years of experience in the mutual fund and EDGAR/financial services industry.  He currently manages Operations for Vintage (a division of PR Newswire), including the full service EDGAR, XBRL, typesetting and print capabilities across Vintage’s three practice areas (Capital Markets, Corporate Services and Funds & Institutional Services).  Previously, Mr. Ruckdeschel headed up the organization’s Investment and Structured Finance account team.  He is continually learning and managing new projects, most recently working with staff and clients on Regulation A+ filings.

“Thanks, again, to the entire Vintage team for delivering exactly the kind of service you advertise.”

Fast turns and spot-on execution has redefined Vintage, helping us to be a top three solution in North America. Our work is highlighted every Monday in our “IPOs and Transactions of the Week” blog and email.  Importantly, our week’s success is further highlighted (and celebrated) by the appreciative notes our operations people receive each day from our clients.


We can’t not share the good news (anonymized for privacy). Sales can offer you full named references.

Here is just a handful of the week’s notes: 



Kudos to our XBRL team

Thank you for all your help this quarter!  We had a lot of changes to process through and I appreciate how you are always on top of them and processing them so quickly for us.  It really helps a lot. Have a great weekend!  



.Kudos to our Typesetting team

FYI – We’ve been keeping your typesetting and EDGAR teams very busy this week.  Wanted to let you know that [ACCOUNT MANAGER] and team have been great!  Please pass along this feedback to management.



.Kudos to our Mutual Funds team

Good catch, thanks for much for pointing that out! That kind of thing is always much appreciated.



.Kudos to our Print team

Vintage is more communicative and responsive than any other financial printer they’ve ever worked with. Kudos to you all!



.Kudos to our EDGAR team

Vintage – Thanks for the quick turnaround today!! There were a lot of changes, but you handled very well. Good work team!



.Kudos to our XBRL team

I want to thank you for working with us this quarter and being realistic and frank about our timelines, and ensuring your team stuck to them. We successfully filed today and I really appreciate your hard work and team work. 

I look forward to a similar process next quarter!


Our rebrand was not just a logo change – it was a systemic and cultural reform throughout our operations. Our president, Liam Power, challenged his team to deliver the industry’s intelligent value, measured as fast turns and spot-on execution of services. You can meet Liam Power on this video. 

Thanks to our experts for delivering intelligent value!

REPORT: Two-thirds of Wall Street use mobile devices for equity research

Ooooooh, so institutional investors do look up from their Bloomberg Portal once in a while. The comparative flip-flop with individual investors is perplexing: perhaps the tools favored by Main Street are not optimized for smart mobile user-experience (UX).


What shareholder communications can do to assure a smart UX for visitors is build/design your IR website to be responsive. Responsive design automatically displays content based on screen size, platform and orientation.

One important caveat – most IR websites cannot be built with responsive design if your main corporate site is not responsive. Generally, IR websites are constructed using corporate site’s look-and-feel, or to use webspeak, using the corporate website’s cascading style sheet (CSS).  The use of the CSS assures that shareholders have a consistent experience navigating throughout a company’s entire website.

Here are some examples of the sites we host: we can build a variety of design formats – at a variety of service packages to fit into a budget.

LEARN MORE INCLUDING VERBATIM “OTHER” COMMENTS: Our new “Shareholder Confidence 365 Study booklet is now available. You can order a printed copy here.

The success of the Confidential S-1 filing process is not confidential

On July 21, we celebrated the sixth birthday (anniversary?) of Dodd-Frank, and although some of the ruling’s initiatives are less than beloved by many, aka Volcker Rule, the “confidential IPO” bucketed under the JOBS Act has been an undisputed success.


I was reminded of this when reviewing last week’s list of companies who officially became “issuers.” All three were Emerging Growth Companies (EGC) and all three filed as a confidential IPO.

  • Airgain (wireless telecommunication equipment) filed confidentially as an EGC in Aug 2014, filed publicly in Jul 2016, raised $12m – priced below the range – traded on the NASDAQ on Aug 12
  • Protagonist Therapeutics (biopharmaceuticals) filed confidentially as an EGC in May 2016, filed publicly in Jul 2016, raised $90m – priced within the range – traded on the NASDAQ on Aug 11 and finished the day down 3%
  • Medpace (clinical contract research company) filed confidentially as an EGC in Mar 2016, filed publicly in Jun 2016, raised $161m – priced within the range – traded on the NASDAQ on Aug 11 and finished the day up 21%

What is: Emerging Growth Company 

An Emerging Growth Company (EGC) is an issuer that has total annual gross revenues of less than $1 billion during its most recently completed fiscal year. 

What is: Confidential filing process 

An Emerging Growth Company can submit a confidential draft IPO registration to the SEC for review in advance of its initial public offering. This allows the company to hone their message and offering – especially with the SEC.It allows the company to change their mind about going public without anyone knowing. Publicly “pulling their IPO” is often viewed as a failure.



The EGC and SEC are prohibited from publicly disclosing the confidential filing, comments, and amendments during this review process. As the EGC moves closer toward its IPO, the JOBS Act requires that these filings be made available to the public.

The EGC would be required to publicly file their draft registration and amendments, with the SEC no later than 15 days before its roadshow. Plus the SEC staff will publicly release its comment letter and responses to staff comment letters on confidential draft submissions after the registration statement for the IPO becomes effective but no sooner than 20 days after the effective date.

As you see in the three companies above, confidential does not equate to simple. Airgain needed two years to get into position.

What is: IPO Compliance Requirements

IPO requirement Traditional IPO registrant ECG JOBS Act
Registration process Public Confidential
Audited financial statements 3 Years 2 Years
Selected financial data 5 Years 2 Years
Executive compensation disclosures Full Equal to smaller reporting companies disclosures

 What about: XBRL

The JOBS Act does not exempt EGCs from complying with the tagging requirements established by the XBRL requirements applicable to SEC registrants.