Monthly Archives: March 2014

Master Limited Partnerships (MLP) Companies to Webcast Live, April 3rd at WealthManagement.com Investor Conference

Main Street and Wall Street investors to attend at RetailInvestorConferences.com

New York, NY, March 31, 2014 /PRNewswire/ — WealthManagement.com, working with PR Newswire and other organizations, today announced the agenda of the upcoming RetailInvestorConferences.com, the monthly online investor conference series. Individual investors, institutional investors and analysts are invited.

RIC_lobby

CLICK THE IMAGE to pre-register and save time: There is no fee for anyone to log-in, attend the live presentations and ask questions.

LINK: www.retailinvestorconferences.com > red “register/ watch event now” button

April 3rd Agenda: all times are Eastern standard

9:15 AM National Association of Publicly Traded Partnerships NAPTP Executive Director Keynote
10:00 AM Tortoise Capital Advisors LLC
10:45 AM CVR Partners, LP NYSE: UAN
11:30 PM EV Energy Partners LP NASDAQ: EVEP
12:15 PM StoneMor Partners LP NYSE: STON
1:00 PM MainGate MLP Fund OTC: AMLPX, MLCPX (as of 3/31/14) and IMLPX
1:45 PM OCI Partners LP NYSE: OCIP

MLPs are favored by many retail investors because they offer the affordability and liquidity of corporate stocks and bonds combined with the advantages of investing in a partnership. MLPs generally pay investors regular cash distributions, and many offer growth potential as well. There are more than 90 MLPs on the market, with the majority in industries related to energy and natural resources.

The next event is May 1st, 2014 — time slots are filling quickly: It is recommended that public companies book their preferred time slot now. Click here to email John Viglotti at PR Newswire. IR firms and PR firms are invited to contact Viglotti.

Planning calendar available: To facilitate investor relations scheduling and budgeting, a full calendar of Retail Investor Conferences.com dates is available at http://www.retailinvestorconferences.com/VRIC_calendar.html

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About RetailInvestorConferences.com

Since 2010, RetailInvestorConferences.com, created by BetterInvesting (NAIC)PR Newswire and MUNCmedia, has been the only monthly virtual investor conference series that provides an interactive forum for presenting companies to meet directly with retail investors using a graphically-enhanced online platform.

Designed to replicate the look and feel of location-based investor conferences, Retail Investor Conferences unites PR Newswire’s leading-edge online conferencing and investor communications capabilities with BetterInvesting’s extensive retail investor audience network.

Media Contacts:

Bradley H. Smith
Director of Marketing, IR and Compliance Services
PR Newswire
+1.201.947.7157
bradley.smith@prnewswire.com

IPOs and Transactions: March 24 – 28

There were 60 transactions filed with the SEC last week.

Congratulations to all of the corporations and law firms that selected our transactions services last week including XG Technology Inc. w/ Shearman & Sterling LLP + Robinson Brog Leinwand Greene Genovese & Gluck PC, Icahn Enterprises LP w/ Proskauer Rose LLP and Pzena Investment Management Inc. w/ Skadden, Arps, Slate, Meagher & Flom LLP.

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

VDR_PPC_EMAIL

Registrant Symbol Form Exchange Law firm / advisor
RCS CAPITAL CORP RCAP S-4 NYSE Akerman LLP
DOMINION MIDSTREAM PARTNERS, LP S-1 Andrews Kurth LLP
TITAN INTERNATIONAL INC TWI S-4 NYSE Bodman PLC
RCS CAPITAL CORP RCAP S-4 NYSE Bracewell & Giuliani LLP
BIOMET INC S-1 Cleary Gottlieb Steen & Hamilton LLP
AETOS CAPITAL DISTRESSED INVESTMENT STRATEGIES FUND LLC N-2 Clifford Chance US LLP
AETOS CAPITAL LONG/SHORT STRATEGIES FUND LLC N-2 Clifford Chance US LLP
AETOS CAPITAL MULTI-STRATEGY ARBITRAGE FUND LLC N-2 Clifford Chance US LLP
ARIOSA DIAGNOSTICS, INC. S-1 Cooley LLP
IRIDIUM COMMUNICATIONS INC. IRDMU S-3 Nasdaq Cooley LLP
SYNDAX PHARMACEUTICALS INC S-1 Cooley LLP
CYRUSONE INC. CONE S-3 Nasdaq Cravath, Swaine & Moore LLP
ARIOSA DIAGNOSTICS, INC. S-1 Davis Polk & Wardwell LLP
HD SUPPLY HOLDINGS, INC. HDS S-1 Nasdaq Debevoise & Plimpton LLP
SERVICEMASTER GLOBAL HOLDINGS INC S-1 Debevoise & Plimpton LLP
VOXELJET AG VJET F-1 NYSE Dechert LLP
TUBEMOGUL INC S-1 DLA Piper LLP (US)
TUBEMOGUL INC S-1 Fenwick & West LLP
ACTAVIS PLC S-4 NYSE Forest Laboratories, Inc.
ELLINGTON RESIDENTIAL MORTGAGE REIT EARN S-11 NYSE Fried, Frank, Harris, Shriver & Jacobson LLP
ADT CORP ADT S-4 NYSE Gibson, Dunn & Crutcher LLP
BOX INC S-1 Goodwin Procter LLP
MAPI – PHARMA LTD F-1 Gross, Kleinhendler, Hodak, Halevy, Greenberg & Co.
MAPI – PHARMA LTD F-1 Haynes and Boone, LLP
IBERIABANK CORP IBKC S-4 Nasdaq Haynie Rake Repass & Lowry, P.C.
ACTINIUM PHARMACEUTICALS, INC. ATNM S-3 OTC Hiscock & Barclay, LLP
SYNDAX PHARMACEUTICALS INC S-1 Hogan Lovells US LLP
ELLINGTON RESIDENTIAL MORTGAGE REIT EARN S-11 NYSE Hunton & Williams LLP
RCS CAPITAL CORP RCAP S-4 NYSE Investors Capital Holdings, Ltd.
AXIALL CORP/DE/ AXLL S-4 NYSE Jones Day
IBERIABANK CORP IBKC S-4 Nasdaq Jones Walker LLP
AFS SENSUB CORP. S-3 Katten Muchin Rosenman LLP
WHEELER REAL ESTATE INVESTMENT TRUST, INC. WHLR S-11 Nasdaq Kaufman & Canoles, P.C.
NORDSTROM INC JWN S-4 NYSE Lane Powell PC
ACTAVIS PLC S-4 NYSE Latham & Watkins LLP
PELICAN LANDING GOLF RESORT VENTURES INC S-4 Latham & Watkins LLP
REGENCY ENERGY PARTNERS LP RGP S-3 NYSE Latham & Watkins LLP
SEAWORLD ENTERTAINMENT, INC. SEAS S-1 NYSE Latham & Watkins LLP
SIRVA INC S-1 Latham & Watkins LLP
NEMAURA MEDICAL INC. S-1 Loeb & Loeb LLP
CAPITAL ONE AUTO RECEIVABLES LLC S-3 Mayer Brown LLP
WHEELER REAL ESTATE INVESTMENT TRUST, INC. WHLR S-11 Nasdaq McCarter & English, LLP
MILLENIA HOPE INC MLHI 10-12G Millenia Hope, Inc.
CADUS CORP KDUS S-1 OTC Morrison Cohen LLP
YADKIN FINANCIAL CORP YDKN S-4 Nasdaq Nelson Mullins Riley & Scarborough LLP
NORDSTROM INC JWN S-4 NYSE Nordstrom, Inc.
FORWARD INDUSTRIES INC FORD S-1 Nasdaq Olshan Frome Wolosky LLP
VOXELJET AG VJET F-1 NYSE Paul Hastings LLP
HOUGHTON MIFFLIN HARCOURT CO HMHC S-1 Nasdaq Paul, Weiss, Rifkind, Wharton & Garrison LLP
INUVO, INC. INUV S-3 NYSE Pearlman Schneider LLP
SOLITARIO EXPLORATION & ROYALTY CORP. XPL S-3 NYSE Polsinelli PC
ICAHN ENTERPRISES L.P. IEP S-4 Nasdaq Proskauer Rose LLP
RCS CAPITAL CORP RCAP S-4 NYSE Proskauer Rose LLP
CBD ENERGY LTD YBD F-1 Reed Smith LLP
XG TECHNOLOGY, INC. XGTI S-1 Nasdaq Robinson Brog Leinwand Greene Genovese & Gluck P.C.
CARTER WILLIAM CO S-4 Ropes & Gray LLP
HD SUPPLY HOLDINGS, INC. HDS S-1 Nasdaq Ropes & Gray LLP
KARYOPHARM THERAPEUTICS INC. KPTI S-1 Nasdaq Ropes & Gray LLP
MERCURY PAYMENT SYSTEMS, INC. S-1 Nasdaq Ropes & Gray LLP
REALCO INTERNATIONAL, INC S-1 Securities Compliance Group, Ltd.
500.COM LTD WBAI F-1 NYSE Shearman & Sterling LLP
TITAN INTERNATIONAL INC TWI S-4 NYSE Shearman & Sterling LLP
XG TECHNOLOGY, INC. XGTI S-1 Nasdaq Shearman & Sterling LLP
GEOSPATIAL CORP GSPH S-1 OTC Sherrard, German & Kelly, P.C.
RR DONNELLEY & SONS CO RRD S-3 Nasdaq Sidley Austin LLP
500.COM LTD WBAI F-1 NYSE Simpson Thacher & Bartlett
KILGORE COMPANIES, LLC S-4 Simpson Thacher & Bartlett LLP
MERCURY PAYMENT SYSTEMS, INC. S-1 Nasdaq Simpson Thacher & Bartlett LLP
SEAWORLD ENTERTAINMENT, INC. SEAS S-1 NYSE Simpson Thacher & Bartlett LLP
SERVICEMASTER GLOBAL HOLDINGS INC S-1 Simpson Thacher & Bartlett LLP
PZENA INVESTMENT MANAGEMENT, INC. PZN S-3 NYSE Skadden, Arps, Slate, Meagher & Flom LLP
TRIANGLE PETROLEUM CORP TPLM S-3 NYSE Skadden, Arps, Slate, Meagher & Flom LLP
WESTERN ASSET MORTGAGE CAPITAL CORP WMC S-3 NYSE Skadden, Arps, Slate, Meagher & Flom LLP
SPECTRUM PHARMACEUTICALS INC SPPI S-3 Nasdaq Stradling Yocca Carlson & Rauth
SOLAR CAPITAL LTD. SLRC N-2 Nasdaq Sutherland Asbill & Brennan LLP
SOLAR SENIOR CAPITAL LTD. SUNS N-2 Nasdaq Sutherland Asbill & Brennan LLP
SYNDAX PHARMACEUTICALS INC S-1 Syndax Pharmaceuticals, Inc.
PERNIX GROUP, INC. PRXG S-1 OTC Thompson Coburn LLP
CACHE INC CACH S-3 Nasdaq Thompson Hine LLP
CRESTWOOD MIDSTREAM PARTNERS LP CMLP S-3 NYSE Vinson & Elkins L.L.P.
DOMINION MIDSTREAM PARTNERS, LP S-1 Vinson & Elkins L.L.P.
ACTAVIS PLC S-4 NYSE Wachtell, Lipton, Rosen & Katz
PELICAN LANDING GOLF RESORT VENTURES INC S-4 WCI Communities, Inc.
SIRVA INC S-1 Weil, Gotshal & Manges LLP
CARTER WILLIAM CO S-4 William Carter Company
DURATA THERAPEUTICS, INC. DRTX S-3 Nasdaq Wilmer Cutler Pickering Hale and Dorr LLP
KARYOPHARM THERAPEUTICS INC. KPTI S-1 Nasdaq Wilmer Cutler Pickering Hale and Dorr LLP
BOX INC S-1 Wilson Sonsini Goodrich & Rosati, P.C.
YADKIN FINANCIAL CORP YDKN S-4 Nasdaq Womble Carlyle Sandridge & Rice, LLP
MAPI – PHARMA LTD F-1 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 week.

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IPO Underwriters of the Week: March 24 – 28

Congratulations to the corporations and underwriters that worked with our transaction services team. Watch our brief transactions services video HERE and watch why we have become a top choice for both traditional and confidential IPOs.

VDR_PPC_EMAIL

Registrant Form Underwriter 1 Underwriter 2 Underwriter 3
MAPI – PHARMA LTD F-1 Aegis Capital Corp.
DOMINION MIDSTREAM PARTNERS, LP S-1 Barclays Capital Inc. Citigroup Global Markets Inc.
HOUGHTON MIFFLIN HARCOURT CO S-1 Barclays Capital Inc. Credit Suisse Securities (USA), LLC Morgan Stanley & Co. LLC
ELLINGTON RESIDENTIAL MORTGAGE REIT S-11 Credit Suisse Securities (USA) LLC Deutsche Bank Securities Inc.
SYNDAX PHARMACEUTICALS INC S-1 Deutsche Bank Securities Inc. Jefferies LLC JMP Securities LLC / Wedbush Securities Inc.
500.COM LTD F-1 Deutsche Bank Securities Inc. Credit Suisse Securities (USA) LLC Morgan Stanley & Co. International PLC
BIOMET INC S-1 Goldman, Sachs & Co.
SEAWORLD ENTERTAINMENT, INC. S-1 Goldman, Sachs & Co. J.P. Morgan Securities LLC
ACTAVIS PLC S-4 J.P. Morgan
SERVICEMASTER GLOBAL HOLDINGS INC S-1 J.P. Morgan Securities LLC Credit Suisse Securities (USA) LLC Goldman, Sachs & Co. / Morgan Stanley & Co. LLC
ARIOSA DIAGNOSTICS, INC. S-1 J.P. Morgan Securities LLC Citigroup Global Markets, Inc. Leerink Partners LLC / William Blair & Company, LLC
MERCURY PAYMENT SYSTEMS, INC. S-1 J.P. Morgan Securities LLC Barclays Capital Inc. Morgan Stanley & Co. LLC
WHEELER REAL ESTATE INVESTMENT TRUST, INC. S-11 Maxim Group LLC Newbridge Securities Corp.
HD SUPPLY HOLDINGS, INC. S-1 Merrill Lynch, Pierce, Fenner & Smith Inc. Barclays Capital Inc. Credit Suisse Securities (USA) LLC / J.P. Morgan Securities LLC /  Citigroup Global Markets Inc. / Deutsche Bank Securities Inc. /  Goldman, Sachs & Co.  / Morgan Stanley & Co. LLC / UBS Securities  LLC / Wells Fargo Securities, LLC / Robert W. Baird & Co
KARYOPHARM THERAPEUTICS INC. S-1 Merrill Lynch, Pierce, Fenner & Smith Inc. Leerink Partners LLC JMP Securities LLC / Wedbush Securities Inc. / Oppenheimer & Co. Inc.
TUBEMOGUL INC S-1 Merrill Lynch, Pierce, Fenner & Smith Inc. Citigroup Global Markets Inc. RBC Capital Markets, LLC / BMO Capital Markets Corp. / Oppenheimer & Co. Inc.
ACTINIUM PHARMACEUTICALS, INC. S-3 MLV & Co. LLC
BOX INC S-1 Morgan Stanley & Co. LLC Credit Suisse Securities (USA) LLC J.P. Morgan Securities LLC / BMO Capital Markets Corp. / Canaccord Genuity Inc. /  Pacific Crest Securities LLC / Raymond James & Associates, Inc. /  Wells Fargo Securities, LLC
SIRVA INC S-1 Morgan Stanley & Co. LLC Goldman, Sachs & Co. J.P. Morgan Securities LLC / Robert W. Baird & Co. Inc. / William Blair & Company, L.L.C.
VOXELJET AG F-1 Piper Jaffray & Co. Citigroup Global Markets Ltd. Cowen and Company, LLC / Stephens Inc.
XG TECHNOLOGY, INC. S-1 Roth Capital Partners, LLC Feltl and Company, Inc.

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

Have a great week.

USA IR Awards 2014: PR Newswire congratulates clients (plus photos!)

The 19th annual USA IR Awards was last night. Sincere applause to ALL the nominated companies. We’d also like to send a little extra-special kudos to our clients that went home with an award.

  • Actavis
  • Allscripts Healthcare Solutions
  • Gigamon
  • Honeywell
  • Johnson & Johnson
  • L Brands
  • NextEra Energy
  • Tencent (China)
  • United States Steel

Here are a few snapshots, in random unlabeled order. Click on one to enlarge and download. Email Bradley.smith@prnewswire.com if you would like a high-resolution color photo.

Thank you once again to IR Magazine for creating such a great industry event! The band was excellent, BTW.

32 31 30 29 28 27 26 25 24 23 22 21 20 19 18 17 16 15 14 13 12 10 9 8 7 6 5 4 3 2 1 42 41 40 38 37 36 35 33 34

 

IR should not “engage” in social media

It’s been a full year since the SEC released new Regulation Fair Disclosure guidance in regard to social media. Oversimplified, on April 3, 2013, the SEC stated that social media distribution is at legal disclosure par with the other distribution methods.

picard

 

Needless to say, the new guidance has not created a watershed, transformational or disruptive event. The year has given us a few examples, both pro and con, of investor relations departments branching out in social media. That’s very good, because social media is how millions of people work and play online. Undeniable.

And that brings us back to the title of this blog: IR should not “engage” in social media. Obviously, the key word to focus on is engage. Its a great word for marketing, an excellent word for sales – but it is an unrealistic social media word for investor relations. It indicates interaction and dialog. As this survey shows, unrealistic.

IR should broadcast in social media. Get your news into the stream broadly and non-selectively. Especially StockTwits and Twitter. You don’t need to participate in any conversations, but you certainly should enable conversations amongst the Cashtaggers – the hipster name for investors who discuss stocks in StockTwits and Twitter. Let the Cashtaggers engage about your company.

Also, stop looking for IR social media ROI. IR won’t find any that fits into the current investor relations success metrics. Another suggestion is don’t expect to find your targeted institutional investors or analysts in the stream. Privacy and intellectual (trade) property is their DNA. Institutional investors and portfolio managers don’t file their SEC 13-Fs until the last possible moment… they sure as heck are not going to tweet “I’m long on $XYZ.” (BTW, the Carl Icahn “single tweet” example is a predatory marketing example, not a capital markets example)

End game: What is IR to do?

  • Automate your press releases to distribute into StockTwits and Twitter. This automation mitigates RegFD risk.
  • Always use your cashtag in your posts.
  • Ask your PR team to use your cashtag in their posts.
  • Unless you have important market moving news, don’t fill your brain with monitoring your cashtag. It will be meaningless and will make you dislike social media even more. Mostly, you’ll see quick bits from day traders.
  • Don’t pepper your social media with personal quips or interesting articles. Social media is an SEC recognized disclosure channel and anything your post will be dissected by the SEC and predatory investors looking for hints. Set the precedent with investors “this is all news.”
Click image to get our "How to" IR & social media whitepaper

Click image to get our “How to” IR & social media whitepaper

That last point is a little gray, especially for small and microcaps. Social media could be used strategically as an important channel to Cashtaggers / day-traders, an important source of liquidity. Small and microcaps often fill the role of being their own “sell-side analysts,” but be wary – exactly as Yahoo Chat boards, these folks are not your friends, have zero interest in a relationship and are going to sell you at the first winning opportunity.

Social media is a mature media. By now, we all know what and where it excels and falters: that knowledge removes the risk. It is neither IR’s Holy Grail nor Black Plague: it is a distribution channel… a viable tile in the shareholder communications mosaic.

IR should broadcast in social media. Get your news into the stream broadly and non-selectively.

Have a great day.

USA IR Awards are this Thursday!

63 public companies are hoping to win at the 2014 USA IR Awards in NYC. Hosted and created by IR magazine, this annual Black Tie event highlights the success of IR as voted by investors.  We’re pleased to attend once again to celebrate our industry.

Take a look at previous years’ photos: 2012 & 2013.

IRAWARDSBUTTON

 

The companies up for awards in a variety of categories are:

  • 21st Century Fox
  • Actavis
  • Allscripts Healthcare Solutions
  • American Express
  • Antero Resources
  • Ares Capital
  • ASML (Netherlands)
  • Baidu (China)
  • BlackRock
  • CBS ‒ Leslie Moonves
  • Cerner ‒ Marc Naughton
  • CIT Group
  • Covidien
  • CR Bard ‒ Todd Garner
  • Danaher
  • Delta Air Lines
  • Discover Financial Services
  • Edison International
  • Facebook
  • Foundation Medicine
  • Gigamon
  • Google
  • Herbalife
  • Hercules Offshore
  • Honeywell
  • Intel
  • Jack in the Box
  • JB Hunt Transport Services
  • Johnson & Johnson
  • Kansas City Southern
  • L Brands
  • MedAssets
  • MercadoLibre (Argentina)
  • Monro Muffler Brake
  • NextEra Energy
  • Novo Nordisk (Denmark)
  • NRG Yield
  • NXP Semiconductor (Netherlands)
  • Ocwen Financial Corporation
  • Omnicom Group
  • Pentair
  • Petrobras (Brazil)
  • Prudential (UK)
  • PVH Corporation
  • Quanta Services
  • Roche Holding (Switzerland)
  • Ryder System
  • Samsung (Korea)
  • Sealed Air
  • Sirona Dental Systems
  • Sprint
  • Starbucks
  • Taiwan Semiconductor Manufacturing Company (Taiwan)
  • Telecom Argentina (Argentina)
  • Televisa (Mexico)
  • Tencent (China)
  • TIM Participacões (Brazil)
  • Time Warner
  • United Parcel Service
  • Visa
  • Werner Enterprises
  • WisdomTree Investments
  • Wright Medical Group

Good luck to them all (but extra good luck to our clients) !

Have a great day.

IPOs and Transactions: March 17 – 21

There were 56 transactions filed with the SEC last week.

Congratulations to all of the corporations and law firms that selected our transactions services last week including Genspera Inc. w/ Ellenoff Grossman & Schole LLP and Silvestre Law Group PC, Pioneer Power Solutions Inc. w/ Haynes and Boone LLP and Signal Genetics LLC w/ Blank Rome LLP and Reed Smith LLP.

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

CLICK HERE

Registrant Symbol Form Exchange Law firm / advisor
KITE REALTY GROUP TRUST KRG S-4 NYSE Alston & Bird LLP
SEACOAST BANKING CORP OF FLORIDA SBCF S-3 Nasdaq Alston & Bird LLP
GALECTIN THERAPEUTICS INC GALT S-3 Nasdaq Arnall Golden Gregory LLP
AUSCRETE CORP 10-12B Auscrete Corporation
CORNERSTONE PROGRESSIVE RETURN FUND CFP N-2 NYSE Blank Rome LLP
SIGNAL GENETICS LLC S-1 Nasdaq Blank Rome LLP
TOP SHIPS INC. TOPS F-1 Nasdaq Blank Rome LLP
GULFSLOPE ENERGY, INC. GSPE S-1 OTC Brewer & Pritchard, P.C.
ENTEGRA FINANCIAL CORP. S-1 Brooks, Pierce, McLendon, Humphrey & Leonard, L.L.P.
CHESAPEAKE OILFIELD OPERATING LLC 10-12B Chesapeake Oilfield Services
KONARED CORP KRED S-1 OTC Clark Wilson LLP
ALDER BIO-PHARMACEUTICALS INC S-1 Cooley LLP
GLOBEIMMUNE INC GBIM S-1 Cooley LLP
PRESBIA PLC S-1 Covington & Burling LLP
COMCAST CORP CMCSA S-4 Nasdaq Davis Polk & Wardwell LLP
MURPHY USA INC. MUSA S-4 NYSE Davis Polk & Wardwell LLP
SPROUTS FARMERS MARKET, INC. S-1 Nasdaq Davis Polk & Wardwell LLP
PEOPLES BANCORP INC PEBO S-4 Nasdaq Dinsmore & Shohl LLP
BANK OF THE OZARKS INC OZRK S-4 Nasdaq Dover Dixon Horne PLLC
GENSPERA INC GNSZ S-1 OTC Ellenoff Grossman & Schole LLP
LABSTYLE INNOVATIONS CORP. DRIO S-1 OTC Ellenoff Grossman & Schole LLP
VEEVA SYSTEMS INC VEEV S-1 NYSE Fenwick & West LLP
MOMENTOUS ENTERTAINMENT GROUP INC S-1 Frank J. Hariton, Attorney-at-Law
MELA SCIENCES, INC. /NY MELA S-3 Nasdaq Golenbock Eiseman Assor Bell & Peskoe LLP
FOUNDATION MEDICINE, INC. FMI S-1 Nasdaq Goodwin Procter LLP
VEEVA SYSTEMS INC VEEV S-1 NYSE Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP
US-NOBEL PRIMARY EDUCATION DEVELOPMENT INT’L, INC. S-1 Harold P. Gewerter, Esq.
TOMPKINS FINANCIAL CORP TMP S-3 NYSE Harris Beach PLLC
PIONEER POWER SOLUTIONS, INC. PPSI S-3 Nasdaq Haynes and Boone, LLP
KITE REALTY GROUP TRUST KRG S-4 NYSE Hogan Lovells US LLP
SUNSHINE HEART, INC. SSH S-3 Nasdaq Honigman Miller Schwartz and Cohn LLP
FRAGMENTED INDUSTRY EXCHANGE INC S-1 Indeglia & Carney
NEUBERGER BERMAN MULTI-MANAGER INCOME FUND INC. N-2 K&L Gates LLP
ZBB ENERGY CORP ZBB S-3 NYSE K&L Gates LLP
ACCUSHARES COMMODITIES TRUST I S-1 Katten Muchin Rosenman LLP
RAND LOGISTICS, INC. RLOG S-3 Nasdaq Katten Muchin Rosenman LLP
ENTEGRA FINANCIAL CORP. S-1 Kilpatrick Townsend & Stockton LLP
HOMETRUST BANCSHARES, INC. HTBI S-4 Nasdaq Kilpatrick Townsend & Stockton, LLP
BANK OF THE OZARKS INC OZRK S-4 Nasdaq Kutak Rock LLP
AGILE THERAPEUTICS INC S-1 Latham & Watkins LLP
CORCEPT THERAPEUTICS INC CORT S-3 Nasdaq Latham & Watkins LLP
RELYPSA INC RLYP S-1 Nasdaq Latham & Watkins LLP
ATHERONOVA INC. AHRO S-1 OTC Loeb & Loeb LLP
BEL FUSE INC /NJ BELFA S-3 Nasdaq Lowenstein Sandler LLP
GLOBEIMMUNE INC GBIM S-1 Lowenstein Sandler LLP
PRESBIA PLC S-1 Lowenstein Sandler LLP
WIX.COM LTD. WIX F-1 Nasdaq Meitar Liquornik Geva Leshem Tal
NABORS INDUSTRIES INC S-4 Milbank, Tweed, Hadley & McCloy LLP
AGILE THERAPEUTICS INC S-1 Morgan, Lewis & Bockius LLP
SPROUTS FARMERS MARKET, INC. S-1 Nasdaq Morgan, Lewis & Bockius LLP
ARCH THERAPEUTICS, INC. ARTH S-1 OTC Morrison & Foerster LLP
WIX.COM LTD. WIX F-1 Nasdaq Naschitz, Brandes & Co., Advocates
58.COM INC. WUBA F-1 NYSE O’Melveny & Myers LLP
COMCAST CORP CMCSA S-4 Nasdaq Paul, Weiss, Rifkind, Wharton & Garrison LLP
KINDRED BIOSCIENCES, INC. KIN S-1 Nasdaq Proskauer Rose LLP
SIGNAL GENETICS LLC S-1 Nasdaq Reed Smith LLP
FOUNDATION MEDICINE, INC. FMI S-1 Nasdaq Ropes & Gray LLP
RELYPSA INC RLYP S-1 Nasdaq Ropes & Gray LLP
NORDIC AMERICAN OFFSHORE LTD. F-1 Seward & Kissel LLP
TOP SHIPS INC. TOPS F-1 Nasdaq Seward & Kissel LLP
PEOPLES BANCORP INC PEBO S-4 Nasdaq Shumaker, Loop & Kendrick, LLP
NORTH BAY RESOURCES INC NBRI S-1 OTC Sichenzia Ross Friedman Ference LLP
HOMETRUST BANCSHARES, INC. HTBI S-4 Nasdaq Silver, Freedman, Taff & Tiernan LLP
GENSPERA INC GNSZ S-1 OTC Silvestre Law Group, P.C.
NORDIC AMERICAN OFFSHORE LTD. F-1 Simpson Thacher & Bartlett LLP
58.COM INC. WUBA F-1 NYSE Skadden, Arps, Slate, Meagher & Flom LLP
TCP CAPITAL CORP. TCPC N-2 Nasdaq Skadden, Arps, Slate, Meagher & Flom LLP
ATHERONOVA INC. AHRO S-1 OTC Stradling Yocca Carlson & Rauth, P.C.
ATHERONOVA INC. AHRO S-1 OTC Stubbs Alderton & Markiles, LLP
ARTISAN PARTNERS ASSET MANAGEMENT INC. APAM S-1 NYSE Sullivan & Cromwell LLP
CHRYSLER GROUP LLC S-4 Sullivan & Cromwell LLP
DELIAS, INC. DLIA S-3 Nasdaq Troutman Sanders LLP
KINDRED BIOSCIENCES, INC. KIN S-1 Nasdaq TroyGould PC
ENDEAVOUR INTERNATIONAL CORP END S-3 NYSE Vinson & Elkins L.L.P.
GASTAR EXPLORATION INC. GST.PRA S-4 Vinson & Elkins L.L.P.
WIX.COM LTD. WIX F-1 Nasdaq White & Case LLP
F&M BANK CORP FMBM S-1 OTC Williams Mullen
NOVATEL WIRELESS INC NVTL S-3 Nasdaq Wilson Sonsini Goodrich & Rosati, P.C.
ALDER BIOPHARMACEUTICALS INC S-1 Wilson Sonsini Goodrich & Rosati, PC
WIX.COM LTD. WIX F-1 Nasdaq Wilson Sonsini Goodrich & Rosati, PC

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

Have a great week.

x

IPO Underwriters of the Week: March 17 – 21

Congratulations to the corporations and underwriters that worked with our transaction services team. Watch our brief transactions services video HERE and watch why we have become a top choice for both traditional and confidential IPOs.

CLICK HERE

Registrant Form Underwriter 1 Underwriter 2 Underwriter 3 +
ATHERONOVA INC. S-1 Aegis Capital Corp.
GLOBEIMMUNE INC S-1 Aegis Capital Corp.
TOP SHIPS INC. F-1 Aegis Capital Corp.
SIGNAL GENETICS LLC S-1 Aegis Capital Corp.
COMCAST CORP S-4 Allen & Company LLC Citigroup Global Markets Inc. Morgan Stanley & Co. LLC / J.P. Morgan Securities LLC
KITE REALTY GROUP TRUST S-4 BofA Merrill Lynch Barclays Wells Fargo Securities, LLC / Alston & Bird LLP / Hogan Lovells US LLP
ALDER BIO-PHARMACEUTICALS INC S-1 Credit Suisse Securities (USA) LLC Leerink Partners LLC Wells Fargo Securities, LLC / Sanford C. Bernstein & Co., LLC
SPROUTS FARMERS MARKET, INC. S-1 Goldman, Sachs & Co. Credit Suisse Securities (USA) LLC Merrill Lynch, Pierce, Fenner & Smith Inc. / Apollo Global Securities, LLC / Barclays Capital Inc. / Deutsche Bank Securities Inc. / UBS Securities LLC / WR Securities, LLC
FOUNDATION MEDICINE, INC. S-1 Goldman, Sachs & Co. J.P. Morgan Securities LLC
WIX.COM LTD. F-1 J.P. Morgan Securities LLC Merrill Lynch, Pierce, Fenner & Smith Inc.
PRESBIA PLC S-1 Jefferies LLC
KINDRED BIOSCIENCES, INC. S-1 Leerink Partners LLC BMO Capital Markets Corp. Guggenheim Securities, LLC
KONARED CORP S-1 Lincoln Park Capital Fund, LLC
GALECTIN THERAPEUTICS INC S-3 MLV & Co. LLC
58.COM INC. F-1 Morgan Stanley & Co. International PLC Credit Suisse Securities (USA) LLC Citigroup Global Markets Inc. / Pacific Crest Securities LLC
VEEVA SYSTEMS INC S-1 Morgan Stanley & Co. LLC Deutsche Bank Securities Inc. J.P. Morgan Securities LLC / Pacific Crest Securities LLC / Canaccord Genuity Inc. / Stifel, Nicolaus & Company, Inc. /  Wells Fargo Securities, LLC
RELYPSA INC S-1 Morgan Stanley & Co. LLC Merrill Lynch, Pierce, Fenner & Smith Inc. Cowen and Company, LLC
NORDIC AMERICAN OFFSHORE LTD. F-1 Morgan Stanley & Co. LLC Credit Suisse Securities (USA) LLC J.P. Morgan Securities LLC / Pareto Securities AS
AGILE THERAPEUTICS INC S-1 RBC Capital Markets, LLC William Blair & Company, L.L.C. Cantor Fitzgerald & Co. /  Janney Montgomery Scott LLC
LABSTYLE INNOVATIONS CORP. S-1 Roth Capital Partners, LLC Clal Finance Underwriting Ltd.
NORTH BAY RESOURCES INC S-1 Tangiers Capital, LLC

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

Have a great week.

What is required in an SEC 10-K file

In concert with the recent posts about printing annual reports and 10-Ks, an overall review of what is required in a 10-K seems appropriate.

All public companies other than foreign private issuers must file an Annual Report on Form 10-K following the end of each fiscal year. The Form 10-K includes four parts, the items of which are described below.

10k

Annual report and 10-K filing need not be daunting. Click the image to learn more about how we’ll help.

Part I of Form 10-K provides a general description of the business of the company and its properties along with the risk factors that investors should consider when investing in the company.

Part I also includes:

  • a description of any material legal proceedings other than routine litigation incidental to the business to which the company or any of its subsidiaries is a party or to which any of its property is subject, and any such proceedings that were terminated in the fourth quarter of its fiscal year (along with a description of the outcome)
  • for accelerated filers and large accelerated filers, a description of any material unresolved comments from the SEC staff regarding the company’s periodic and current reports that were received 180 days or more before the end of the fiscal year and…
  • if applicable, a statement that the information concerning mine safety violations or other regulatory matters required by Section 1503(a) of the Dodd-Frank Act and Item 104 of Regulation S-K (which are discussed in more detail in section of this handbook entitled “The Dodd-Frank Act”) is included in an exhibit to the Form 10-K

Part II of Form 10-K includes a comparative presentation of selected financial data for the last five fiscal years, management’s discussion and analysis of the company’s operating results and its liquidity and capital resources, and the audited consolidated financial statements of the company (which may also be filed in Part IV), along with certain supplementary quarterly financial data.

Part II also includes:

  • information relating to the company’s common stock, including the trading market, historical high and low sales prices, the number of registered holders, the payment of cash dividends, unregistered sales of securities, and company repurchases of its common stock during the fourth fiscal quarter
  • quantitative and qualitative disclosures relating to market sensitive instruments held by the company and other primary market risk exposures (smaller reporting companies do not need to provide the information required by this item)
  • if there has been a change in the principal accountants of the company, disclosure of:  1.) any disagreements with the accountants that the accountants would have been required to disclose; or  2.) any “reportable event” that had occurred, which was material and accounted for or disclosed in a manner different from what the former accountants would have apparently concluded was required (which disclosure is required with respect to disagreements or reportable events that occurred during the year in which the change in accountants took place or during the subsequent year)
  • the conclusion of the company’s principal executive and financial officers regarding the effectiveness of the company’s disclosure controls and procedures (which are discussed in more detail below in the “Disclosure Controls and Procedures” part of this section and in the section of this handbook entitled “The Sarbanes-Oxley Act”)
  • management’s assessment of the effectiveness of the company’s internal control over financial reporting, including disclosure of any material weakness in its internal controls
  • an attestation report of the independent auditors on the company’s control over financial reporting
  • any changes in the company’s internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, such internal controls and…
  • any information required to be reported in a Form 8-K during the fourth quarter that was not reported

Companies need not comply with disclosure requirements relating to disclosure controls and procedures and internal control over financial reporting until after they have filed an Annual Report on Form 10-K for a prior fiscal year. In addition, as codified in Section 989G of the Dodd-Frank Act, smaller reporting companies and non-accelerated filers are exempt from the requirement to include the attestation report of the independent auditors on the company’s internal control over financial reporting.

Part III of the Form 10-K includes disclosures relating to directors, executive officers, corporate governance, executive compensation, the beneficial ownership of management and certain large shareholders, related person transactions, director independence and accountant fees and services. Part III items may only be incorporated by reference if such proxy statement is filed within 120 days of the company’s fiscal year end. If the proxy statement is not filed within such 120-day period, the company must file an amendment to its Form 10-K prior to the end of such period that includes the Part III information.

Companies should list under Part IV of the Form 10-K their financial statements and the schedules required to be filed in Part II, along with all exhibits required to be filed by Item 601 of Regulation S-K.

The exhibits to the Form 10-K will generally include:

  1. all material contracts
  2. the company’s organizational documents
  3. all instruments defining the rights of security holders
  4. a list of the company’s significant subsidiaries
  5. any applicable consents of experts and counsel (namely, the consent of the independent auditors where the financial statements are incorporated by reference in one or more registration statements)
  6. certifications under the Sarbanes-Oxley Act, which are described in more detail below and…
  7. interactive data files with the company’s financial statements in XBRL. Most exhibits can be incorporated by reference to a previously filed document. Management contracts and compensatory plans and arrangements must be specifically identified.

Summary of Selected Items

Risk Factors. Item 503(c) of Regulation S-K requires public companies to disclose under the caption “Risk Factors” a discussion of the most significant factors that make investing in the securities of the company risky or speculative. The factors should be those risks that are specific to the company and should not include risks that apply to every public company. As a general rule, any fact or circumstance that could pose a risk to the company’s financial condition, results of operations or potential growth, or which could otherwise materially affect the performance of the company’s securities, may be a risk factor. In addition to identifying the risk factors, the company must discuss how each factor could affect the company or its securities. Companies should not include mitigating language in their risk factor disclosures.

In addition, the discussion of risk factors must be written in plain English. Smaller reporting companies are not required to provide the information required under this item. Many smaller reporting companies, however, will include risk factors in their Annual Reports to take advantage of a safe harbor defense for forward-looking statements.

Section 21E of the Exchange Act provides a safe harbor defense for companies in securities litigation for forward-looking statements that are made by the company in its Exchange Act reports. This defense is similar to the defense in Section 27A of the Securities Act and the “bespeaks caution” defense developed in securities case law. Forward-looking statements, which are commonly found in a company’s MD&A (defined below), are statements not of historical fact but of the expectations of the company with respect to its future performance or other predictions or expectations regarding future events.

To qualify for the safe harbor, companies must identify the forward-looking statements in the report with sufficient particularity and accompany the statements by cautionary language that identifies the significant factors that could cause actual results to materially differ from those contained in the forward-looking statements. The risk factors identified in the Form 10-K and other filings can provide the meaningful cautionary language required by the safe harbor.

CURTIS-HANDBOOK

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Management’s Discussion and Analysis (MD&A) of Financial Condition and Results of Operations.

Item 303 of Regulation S-K requires a discussion and analysis of the company’s operating results and its liquidity and capital resources. As articulated by the SEC, the purpose of this disclosure is to present the company’s financial condition and results of operations “through the eyes of management” and to provide the context for analysis of the financial information presented in the periodic report. A critical requirement of the Management’s Discussion and Analysis of Financial Condition and Results of Operations (better known as the MD&A) is to disclose any known trends, commitments, events or uncertainties that have had or are reasonably likely to have a material effect (positive or negative) on the company’s operating results or liquidity.

The MD&A should identify and discuss the principal drivers that have impacted and will continue to impact the company’s operating results and financial condition, as well as key performance measures, including non-financial performance indicators, which are used by management and which would be material to investors, particularly where management refers to these measures in its earnings releases. In general, the MD&A should emphasize material information and de-emphasize or omit immaterial or duplicative information.

Among other material items, the MD&A should include an analysis of the following matters relating to the company:

  • changes in cash flows
  • debt instruments and certain related covenants, including covenants:  1.) the company has breached or is reasonably likely to breach; or  2.) that materially restrict the company’s ability to incur additional debt or to undertake an equity financing
  • critical accounting policies and estimates that require subjective judgments to account for uncertain matters or matters subject to change
  • any material tax contingencies or trends or uncertainties that could affect the company’s tax obligations or effective tax rate
  • commitments for capital expenditures
  • material contingencies arising from pending litigation and regulatory matters
  • commitments for environmental expenditures and…
  • any off-balance sheet arrangements

The MD&A should include a liquidity and capital resources section that provides a clear picture of the company’s ability to generate cash and to meet existing and known or likely future cash requirements. The discussion should focus on material changes and trends in operating, investing and financing cash flows and the reasons underlying those changes. The MD&A also must include quantitative tabular disclosure regarding the company’s contractual obligations.

Sarbanes-Oxley Certifications

The Sarbanes-Oxley Act created two certification requirements for the principal executive and principal financial officers of public companies. Section 302 of the Sarbanes-Oxley Act requires a certification that is filed with each quarterly and annual report and which states that the reports are accurate and complete and that the company has in place adequate disclosure controls and procedures and internal control over financial reporting. Section 906 of the Sarbanes-Oxley Act requires a certification that is furnished with any report containing financial statements and which states that the report fully complies with Section 13(a) or 15(d) of the Exchange Act and fairly presents, in all material respects, the financial condition and results of operations of the company. Although paragraph 3 of the Section 302 certification may be omitted in certain circumstances, and plural references to “certifying officers” in paragraphs 4 and 5 can be made singular, the certifications must otherwise strictly follow the language provided in SEC rules.The SEC has said that it will not accept an altered certification even if the alteration would appear to be inconsequential. If a filed certification is not correct and complete, the accompanying report may be considered by the SEC to be materially incomplete and deemed not filed (thus potentially affecting Form S-3 eligibility, among other things).

Signatures

The Form 10-K must be signed on behalf of the company by a duly authorized officer as well as by its principal executive officer(s), its principal financial officer(s), its controller or principal accounting officer, and by at least a majority of the members of the board of directors. When the form is filed by a limited partnership, it must be signed by at least a majority of the members of the board of directors of any corporate general partner that signs the report.

Video snippets: more help shopping the different styles of annual reports

Judging by feedback from last’s week’s post on “shopping” for an annual report, it’s a fair topic to continue discussing. Reading this post first will help in understanding the video descriptions. BTW, the video snippets are peacefully silent.

In the vocabulary of “Monty Python and the Holy Grail,” printed annual reports are not dead yet. They remain a viable element of the shareholder communications mosaic.

ABOVE

  • Cover: 4-color gloss coated cover stock
  • Pages: The inside pages are on the same paper stock as the 10-K. Very helpful financial summary on the first page, followed by shareholder letter, etc.
  • 10-K: Black ink on 24 lb white paper
  • This booklet is saddle stitched

ABOVE

  • Cover: 4-color gloss coated cover stock
  • Pages: 4-color, gloss text for the shareholder letter
  • 10-K: Black ink on 24 lb white paper
  • This booklet is perfect bound – assumedly due to the thickness of the 10-K

ABOVE

  • Cover: 4-color gloss coated cover stock with a financial summary printed on the inside cover
  • Pages: The inside pages are on the same paper stock as the 10-K, including the three page shareholder letter.
  • 10-K: Black ink on 24 lb white paper
  • This booklet saddle stitched– a great example of a pure “10-K Wrap”

ABOVE

  • Cover: 4-color gloss coated cover stock
  • Pages: There is no shareholder letter or “marketing” within this book
  • 10-K: Black ink on 24 lb white paper
  • This booklet perfect bound– giving the 10-k book a very finished look

As you can see, the style and scope of hardcopy annual reports is varied: there is no “best practice.” Budget, quantity and shareholder expectations should drive your process and production.

I’ll post more examples next week.

Are you getting close to “going to press?” Click here to be sent samples.

Have a great day.