Daily Planet? When can CIM IPO/Spin-off??

[Franko10 ™]

Post written by Spiderman on 32

Hope there's still a little humor left here since I've been gone, reference the subject line.

The question has been posed..... When is the earliest date that CIM can spin-off / IPO?

The Question
tinyurl.com/9wrh5

The answer is, if you can imagine it.......in the PRs of the fall 2003. But of course we've been told over and over that the answer to all these goings on were in the PRs and not coming from some of these bashers opinions which have been conjured up by reading partial documents and interpreting them as they see fit. So I post the link to the PRs below as well as the SEC rule under which it applies, right from the SEC site I might add.

Fall 2003 CMKX PRs:
tinyurl.com/9rupv

SEC Rule:
tinyurl.com/cnp4q

What is the bashers agenda to be posting not hundreds but thousands of negative posts in attempts to disway investors from buying or trying to encourage them to sell? They have our interest at heart and have dedicated themselves to talk you out of your investment right? I think NOT! Anyone who has done their due diligence on this company and the strategic moves they have made and the lengths they have gone to play this out in our favor have nothing to fear IMO.

However, the agenda of the bashers wreaks of fear.....fear of what? I suggest to you based on the effort I have seen on these boards they have much to fear for they are about to loose dearly like they have never before and they are trying everything they possibly can to discourage the longs.

They should not be hated IMO, but pitied, for they know not what they do in their desperation. They are so afraid of loosing and fear is a terrible thing. Misters Mahue and Casavant will help them face their fear in due time and I believe that time is nigh.


It's Your Familys' Future
GLTA
Spiderman

[Franko10 ™]

Does the Subsidiary Have to Register the Spin-Off Under the
Securities Act?

A. The Subsidiary Does Not Have to Register the Spin-
Off if Five Conditions are Met

It is the Division's view that the subsidiary does not have
to register a spin-off under the Securities Act when: /4

* the parent shareholders do not provide
consideration for the spun-off shares;

* the spin-off is pro-rata to the parent
shareholders;

* the parent provides adequate information about the
spin-off and the subsidiary to its shareholders and to
the trading markets;

* the parent has a valid business purpose for the
spin-off; and

* if the parent spins-off "restricted securities,"
it has held those securities for at least two years.


B. An Explanation Of The Conditions

1. The parent shareholders do not provide
consideration for the spun-off shares

If the parent shareholders provide consideration for the
spun-off shares, the parent would be transferring the spun-off
securities for value. This transfer of securities for value is a
"sale" under the Securities Act. So, when shareholders provide
consideration, the subsidiary must register the spin-off unless
an exemption is available.

2. The spin-off must be pro rata

When the spin-off is pro rata, the parent shareholders have
the same proportionate interest in the parent and the subsidiary
both before and after the spin-off. If a spin-off is not pro
rata, the shareholders' relative interests change and some
shareholders give up value for the spun-off shares. Ordinarily,
Securities Act registration would be required if a spin-off is
not pro rata.

3. The parent must provide adequate
information to its shareholders and the trading
markets

Whether the parent provides adequate information about the
spin-off and the subsidiary to its shareholders and the trading
markets depends on whether the subsidiary is an Exchange Act
reporting company or a non-reporting company before and after the
spin-off. In this discussion, we assume the parent is a
reporting company. /5

a. Non-reporting subsidiary

If the subsidiary is a non-reporting company, the parent
provides adequate information if, by the date it spins-off the
securities:

* it gives its shareholders an information statement
that describes the spin-off and the subsidiary and that
substantially complies with Regulation 14A or
Regulation 14C under the Exchange Act; and

* the subsidiary registers the spun-off securities
under the Exchange Act. /6

b. Reporting Subsidiary

If the subsidiary is a reporting company, the parent may
provide less information about the spin-off to its shareholders.
In this situation, the parent provides adequate information if,
by the date it spins-off the securities:

* the subsidiary has been subject to the Exchange
Act reporting requirements for at least 90 days;

* the subsidiary is current in its Exchange Act
reporting; and

* the parent gives its shareholders information
about the ratio it used to compute the number of shares
distributed for each share held, how it will treat
fractional shares, and the spin-off's expected tax
consequences. /7

If the reporting subsidiary has not been reporting for 90
days or is not current in its Exchange Act reporting, the parent
may provide adequate information in the same manner as for a non-
reporting company. /8
c. Foreign companies

When the parent and subsidiary are foreign, the parent
provides adequate information if, by the date it spins-off the
securities:

* it gives its U.S. shareholders an information
statement that describes the spin-off and the
subsidiary and that substantially complies with
Regulation 14A or Regulation 14C; and

* the subsidiary registers the spun-off securities under
the Exchange Act.

There may be situations where the subsidiary will not
register the spun-off securities under the Exchange Act (for
example, the Rule 12g3-2(a) or 12g3-2(b) exemption from
registration may be available). Whether the parent provides
adequate information in these situations requires an analysis of
all of the facts and circumstances. /9 We will continue to
consider requests for "no-action" positions from foreign
companies that do not intend to register the spun-off shares
under the Exchange Act.

4. Valid Business Purpose for Spin-Off

When there is a valid business purpose for a spin-off, it is
less likely that the parent indirectly will receive value for the
spun-off shares through the creation of a market in those
securities. /10 The Division has recognized the following as
examples of valid business purposes for a spin-off:

* allowing management of each business to focus
solely on that business;

* providing employees of each business stock-based
incentives linked solely to his or her employer;

* enhancing access to financing by allowing the
financial community to focus separately on each
business; or

* enabling the companies to do business with each
other's competitors.

In our view, there is not a valid business purpose for a
spin-off when the purpose is:

* creating a market in the spun-off securities
without providing adequate information to the
shareholders or to the trading markets;

* the creation of a public market in the shares of a
company that has minimal operations or assets; or

* the creation of a public market in the shares of a
company that is a development stage company that has no
specific business plan or whose business plan is to
engage in a merger or acquisition with an unidentified
company.

Other than the business purposes discussed above, the facts
of a particular situation will determine whether the business
purpose is valid. Accordingly, the parent must determine whether
there is a valid business purpose for the spin-off.

5. If the parent spins-off "restricted
securities," the parent must have held those
securities for at least two years

A company that spins-off "restricted securities" may be an
underwriter in the public distribution of those securities. /11
The Division believes, however, that the parent would not be an
underwriter of the spun-off securities and the subsidiary would
not have to register the spin-off under the Securities Act when:

* the parent has held the "restricted securities" at
least two years; and

* the spin-off satisfies the conditions described
above. /12

This two-year holding period position does not apply where the
parent formed the subsidiary being spun-off, rather than
acquiring the business from a third-party.

[Franko10 ™]

So spidey I assume your senses went off when you read this,.. This looks very promising and in fact one could beg to differ that this is the new plan after all,.. No attempt (really) to bring CMKX up to date,.. Records are beyond repair,..

Why not do one company right and switch over to them,..

After of course the subsidiary is off the ground,.. then the sub magically aquires the land claims (because CMKX really doesn’t own them so it wouldn’t be illegal for them to make an agreement for them from Emerson lets say) and then they could not only deal with the land but then again spin off again to another one free and clear of all the crap on CMKX.

Then the Zinc would be left alone and CMKX (newly formed) would be left alone,.. And the parties involved will have fixed a bad situation. Shareholders still have shares, although not CMKX<.. if the value truly is in the ground it doesn’t really matter at that point.

I label this the most informative,. And helpful post I have read in a very long time,.. Just the facts spidey great job!

[Franko10 ™]

Since CIM does not have any activity or income, it will be difficult to IPO in these circumstances. I think what I am about to post is the way to go for CIM to IPO sucessfully. First, become a blank check company, second acquire an exisiting company with assets and income, and current filings (Entourage?). Third, IPO. FWIW.

====================

Moderated By: Glenn Petersen -- (Moderated) -- Started: 1/7/2005 11:27:34 PM Revision History

Wall Street has never been bashful about recycling old products and concepts. One of the latest concepts to be recycled is the blank check IPO.

Over the last sixteen months, thirteen blank check companies have completed initial public offerings, raising gross proceeds in excess of $500 million. Three more blank check companies are currently in registration, waiting for the SEC to approve their initial public offerings.

A blank check company is a development stage company that has been formed for no specific purpose other than to complete a merger or acquisition with an operating entity, the identity of which is unknown when the company is formed. Because such transactions generally trigger a change of control, with the shareholders of the acquired company now owning more than 50% of the combined entities, the transactions are accounted for as reverse mergers.

Blank check IPOs had a run of popularity during the 1980s. However, the abuses of that period, particularly the promotional activities of insiders looking to make a fast buck through the promotion of their stock rather than the acquisition of a viable business, led the SEC to place some significant restrictions on the practice.

The SEC has discouraged blank check IPOs with Rule 419, which regulates the issuance of “penny stock”, defined as shares priced below $5, by companies that are in the development stage. Rule 419 pertains to all companies with assets of less than $5 million. Because all of the recent offerings have been priced over $5 per share and have each raised a minimum of $9 million in gross proceeds; the offerings have been exempt from the provisions of Rule 419.

The newly public blank check companies have been sensitive to the failures of their predecessors. To alleviate the concerns of potential investors, all of the recent offerings have voluntarily complied with most of the provisions of Rule 419 and the companies have been careful to structure the transactions so that the founders will not be in a position to enrich themselves at the expense of their new public shareholders.

The funds raised in the IPOs are placed in a trust account and can only be released in the event that the company completes a business combination that wins approval from 80% of the company’s public (non-insider) shareholders. Dissenting shareholders have the option of having their shares redeemed in an amount equal to their pro rata share of the funds held in the trust account. If a transaction is not completed within an eighteen-month period, the company will be liquidated with the proceeds distributed to the public shareholders. The insiders will not receive any of the proceeds.

All of the deals have been artfully priced. Most of the deals have been priced at $6 per unit, with each unit consisting of one share of common stock and warrants to purchase two additional shares of common stock at $5 per share.

Subsequent to the IPOs, the common shares have generally traded at a slight discount to their liquidation value.

The first of the current crop of blank check companies to complete a public offering, Millstream Acquisition Corporation, was also the first to complete an acquisition. On August 31, 2004, the company closed on the acquisition of NationsHealth, Inc. The acquisition was initially announced on March 9, 2004. The common shares, trading at $5.00 prior to the announcement of the transaction, bounced as high as $8.20 before settling back to $6.90 as of December 31. The warrants and units, trading at $.78 and $6.50 respectively, traded as high as $3.19 and $14.80, before settling back to $2.08 and $10.10 at the end of the year.

On December 20, 2004, a second blank check company, Chardan China Acquisition Corporation, announced that it had entered into an acquisition agreement that is expected to close during the second quarter of 2005. On December 17, the common stock of Chardan closed at $5.05 per share. By December 31, it had moved up to $6.63. The warrants, which closed at $.90 per warrant on December 17, closed at $1.90 on December 31. The units, which closed at $6.90 per unit on December 17, closed at $10.30 on December 31.

Based on the performance of Millstream and Chardan, it is probably reasonable to assume that the securities of each of the blank check companies will pop when they announce an acquisition. The conservative play would be to buy the common shares, which are generally trading at their liquidation value. Worst case scenario: You get your money back. The more speculative route would be to buy the warrants.

I would encourage everyone to do some significant due diligence before purchasing any of these securities. These securities are speculative and I am not a market guru. If you do purchase any of these securities, please do not allocate a significant portion of your investment portfolio. It might also be advisable to buy a basket of securities, rather than focusing on one company.

At the very least, the following risk factors should be taken into consideration:

-- Most reverse mergers fail. Companies that go public via this route generally do so because they would be unable to complete a traditional IPO. However, the magnitude of the dollars being raised in these offerings should mean that the newly public companies might be in a position to attract some decent acquisition candidates.

-- The investment banks that have been taking these companies public have generally been third or fourth tier firms.

-- An investment in a blank check company is ultimately a bet that the management of the company will have the expertise to identify and close on the acquisition of a quality private entity.

-- All of these securities are listed on the OTC Bulletin Board. They are very thinly traded. You are at the mercy of the market makers. Be very careful if you place an order.

www.siliconinvestor.com/subject.aspx?subjectid=55438