Yzi Yammer:
Please bear with me...In my earlier Reply to you regarding "registering shares to sell", I had assumed that you were referring to actual reports that appear on various financial services, such as the "Bloomberg" service, listing "insider sellers and buyers". I didn't realize that you might be referring to the "S-3 Registration Statement" that went effective on July 26, 1996. That S-3 Registration Statement is available to anyone that cares to download it from the SEC Edgar Archives, and is clearly not a secret.
You should not apologize for anything...But it is important that you and others that might read these posts understand the difference between actual "insider selling" and the process of registering shares in an "S-3 Registration Statement".
The "S-3 Registration" is the vehicle provided by the SEC for public companies, such as Scangraphics, to be able to "register" shares of their common stock that should properly be registered, so that such shares will thereafter be freely tradable. SCNG had a need to register a number of shares as a result of the April `96 Private Placement, and the acquisitions of both Tangent and Sedona GeoServices. It was quite proper that shares held by a few "insiders" be registered in the same S-3.
The problem with an S-3 Registration Statement is the terminology "SELLING SHAREHOLDER". All shareholders listed in an S-3 are referred to as Selling Shareholders, whether or not they actually intend to "sell" any of the shares at that time. The fact is that no insider had any intention of selling at the time of the S-3 Registration, but it was proper that their shares be "registered" at that time, so that if any of the insiders had a need to sell, for whatever reason, their shares would be "registered" and freely tradable.
It is important to remember that insiders are not only shareholders, but they are people that may have financial needs from time-to-time like any other shareholder.
If you have any further questions, please post them...I'll do my best to answer serious question on a timely basis, unless it relates to "unreleased" or confidential matters.
Mike Mulshine |
