Why Listen to Me? S-4 May Work After All

So…..we have done further research following our initial view that S-4 may not be an appropriate form to register shares to be issued in a reverse merger as a primary registration and method possibly to avoid the 415 concerns on a resale under certain circumstances.

Sometimes, well you just don’t need to see the sausage getting made. In any event, we now believe that S-4 may indeed be an appropriate form (along with S-1 as also mentioned). We are waiting for some to give it a shot and see what happens. I expect that will happen pretty soon, as a number of my lawyer friends are talking about it.

Why did we have a different impression? Some had suggested the existence of a telephone interpretation which did not allow the resale of shares registered in an S-4 unless a resale registration was filed; this of course would trigger the 415 issue again. As it turns out, the telephone interpretation in question does not deal with this issue. It merely says you can’t use S-4 to register already issued shares for resale. Thus, it does not apply to our hope to use S-4 for a primary registration of shares to be issued in a merger.

This is why I end of these legal discussions with “this is not legal advice”!

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