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Microcap & Penny Stocks : PanAmerican BanCorp (PABN) -- Ignore unavailable to you. Want to Upgrade?

To: PCModem who wrote (39548)	7/12/1999 8:01:00 AM
From: ColleenB	Read Replies (1) \| Respond to of 43774

II. AMENDMENTS TO RULE 504 Before 1992, Rule 504 exempted both public and private offerings. It exempted public offerings if sales did not exceed $1 million[30] in a 12-month period and if the offering was registered with one or more states that required the preparation and delivery of a disclosure document to investors before sale.[31] Private offerings, in which general solicitation and general advertising were prohibited, were exempt if sales did not exceed $500,000. State registration was not a condition to the exemption in the private context. In July 1992, we adopted revisions to our rules and forms to facilitate capital raising by small businesses by reducing the compliance burdens placed on those companies by the federal securities laws.[32] The amendments eliminated all restrictions on the manner of offering and on resales under Rule 504. As a result, a non-reporting company could offer up to $1 million of securities in a 12-month period and be subject only to the antifraud provisions of the federal securities laws. General solicitation and general advertising were permitted for all Rule 504 offerings. Further, securities sold under Rule 504 were not "restricted" securities and thus were available for immediate resale by non-affiliates of the issuer, as long as they were not otherwise "underwriters" [33] of the offering.[34] In the Rule 504 Proposing Release, we proposed that all securities issued in a Rule 504 transaction would be "restricted" from resale for a one-year period after issuance. This proposal directly addressed the abuses we witnessed in the secondary markets. Almost all commenters objected to this approach, since it would require issuers to offer a significant liquidity discount in all Rule 504 issuances, even fully state registered ones, causing a significant reduction in the amounts of capital they could raise. While acknowledging that this approach would have some impact upon the targeted problem in the secondary market, commenters, including NASAA, believed that our alternative approach, which was to reinstitute the rule largely as it had been in effect for a number of years before 1992, would be equally, if not more, effective since if an issuer goes through state registration and must deliver a disclosure document to prospective investors, sufficient information ought to be available in the markets to permit investors to make more informed investment decisions and thus deter manipulation of Rule 504 securities. They also noted that this approach would not unduly penalize small businesses, since they would have some avenue open to them to issue freely transferable securities. The amendments we adopt today implement the alternative narrower reform. By returning the Rule 504 exemption largely to its pre-1992 framework, we intend to deter "microcap" fraud. We believe that the vast majority of current Rule 504 offerings are private. Private offerings under Rule 504 will be permitted for up to $1 million in a 12-month period, under the same terms and conditions, except for the specific disclosure requirements,[35] as offerings under Rules 505 and 506. Securities in these offerings will be restricted, and these offerings may no longer involve general solicitation and advertising. On the other hand, the rule as revised leaves avenues open for issuers to make less limited offerings under Rule 504. By focusing on state registration, review and disclosure requirements, we are still permitting legitimate small issuers to access the capital markets without having to sell restricted securities. In adopting this reform, we note that the state registration and review system is generally comprehensive. As of the effective date of these amendments, an issuer will only be able to issue unrestricted or freely tradable securities in a Rule 504 offering and engage in general solicitation or general advertising in two circumstances: * if it registers the offering under a state law that requires the public filing[36] and delivery of a disclosure document to investors before sale;[37] or * if the transaction is effected under a state law exemption that permits general solicitation and general advertising so long as sales are made only to "accredited investors." [38] These amendments will be effective [insert date 30 days after publication in the Federal Register.] Rule 504 offerings that begin on or after this date will have to comply with the new rule. With respect to Rule 504 offerings that are ongoing at the time of the amendments, issuers will have to discontinue offers and register under a state law requiring the preparation and delivery of a disclosure document to investors before sale in order to issue freely tradable securities. The pre-1992 approach strikes an appropriate balance between the needs of legitimate small businesses to issue freely tradable securities to obtain seed capital, while still protecting investors.[39] The amendments will preserve an avenue for small businesses to issue freely tradable securities and not suffer deep liquidity discounts, while at the same time they will protect investors by curbing the use of Rule 504 securities in connection with fraudulent transactions. sec.gov

To: PCModem who wrote (39548)	7/12/1999 8:05:00 AM
From: ColleenB	Respond to of 43774

I wonder if NY is included..... The amendments will only affect issuers offering and selling in certain jurisdictions. sec.gov

To: PCModem who wrote (39548)	7/12/1999 8:32:00 AM
From: ColleenB	Respond to of 43774

I see your comprehension skills are still lacking. As ww has already pointed out to you....A sale of shares to the public under Rule 504 of Regulation D is exempted from registration. A private placement is NOT registered NOR is it made under an EXEMPTION. They are DIFFERENT things. #reply-10465365 SUMMARY: The Securities and Exchange Commission ("we" or "Commission") is adopting amendments to Rule 504 of Regulation D, which provides an exemption from Securities Act registration for securities offerings of non-reporting companies that do not exceed an aggregate annual amount of $1 million. Recent fraudulent secondary transactions in the over-the-counter markets of "microcap" companies have involved freely tradable securities issued in Rule 504 offerings. To curb these abuses, we are modifying Rule 504 to limit the circumstances where general solicitation is permitted and "freely tradable" securities may be issued in reliance on the rule to transactions (1) registered under state law requiring public filing and delivery of a disclosure document to investors before sale, or (2) exempted under state law permitting general solicitation and advertising so long as sales are made only to accredited investors. Since most transactions under Rule 504 are private ones, they will continue to be permissible under the exemption, but general solicitation and advertising will not be permitted and the securities will be "restricted." sec.gov

To: PCModem who wrote (39548)	7/12/1999 10:33:00 AM
From: StandFast	Respond to of 43774

ragingbull.com By: Genius_Mind Reply To: 55829 by BABABOOEY Monday, 12 Jul 1999 at 10:22 AM EDT Post # of 55832 Why are BASHERS here? The answer is in this post: ..................................................................................... By: TIM___ Reply To: None Friday, 9 Jul 1999 at 3:48 PM EDT Post # of 55347 GREAT NEWS ###################################### E/43 ......................................................................................... Does it look familiar? Well, it is a SPAM by "TIM" otherwise known by the people that pay him as "E/43". The E/43 is a marker or tag that signifies his post, so that "TIM" can get paid for every spam he makes. Now, you ask yourself, what does this have to do with PABN? Well, the reason why BASHERS are here is because they do the very same thing, only they BASH, where "TIM" spams. You see BASHERS do have a vested interest, not in PABN, but in the number of times they BASH. You see, they are paid, probably by market makers, day traders or others, to "Shock the Stockholders" and they are paid very well. It varies based upon the number of "BASHES" and number of characters in the text. Usually, $1.50 to $2.50 per bash, and even more so under various names. Ever wonder why their BASHING at 3:30 in the morning. Not because they're trying to save the souls of shareholders that may be watching infomercials, but because their getting paid. Ever notice why some of their posts are similiar, but not identical. Because MM's won't pay them for 1,000's of BASH posts which are the same. Some bashers even have several different names they post under. So don't take it personally when they get into your head, #### you off and bash your stock, their only "FILLING COPY" and doing what the MM's want them to do. Genius_Mind Feel free to copy and re-post on other boards for LONGS.

To: PCModem who wrote (39548)	7/13/1999 12:38:00 AM
From: wonk	Read Replies (2) \| Respond to of 43774

Oh yoohoo, PCM: I set up a little "canary trap," and the PABN tout flies right in. What was the point of this little exercise? You kept on repeating that the 504 shares are restricted: This is a lie. I deliberately use the link to the html document concerning the Rulemaking. You come back in your own special way with the link to the final Rule. sec.gov Very good. Now did you read it? Perhaps you already knew the contents. If its the latter, I've nailed you in your lies again. Lets go back to that link: EFFECTIVE DATE: [insert date 30 days after publication in the Federal Register]. Now look at this: [Federal Register: March 8, 1999 (Volume 64, Number 44)] [Rules and Regulations] [Page 11089-11094] From the Federal Register Online via GPO Access [wais.access.gpo.gov] [DOCID:fr08mr99-18] .... 17 CFR Part 230, et al. Revision of Rule 504 of Regulation D, the ''Seed Capital'' Exemption; Rule 701--Exempt Offerings Pursuant to Compensatory Arrangements; Registration of Securities on Form S-8; Final Rules frwebgate.access.gpo.gov 30 Days after publication in the Federal Register makes the effective date of the Rule April 7, 1999. Now when was the Form D received at the SEC: March 23, 1999. geocities.com Got in just under the wire, eh. Now, since the subject is PABN, I believe I was perfectly justified in exposing you (yet again) for what you are - and in the process, informing the lurkers that the share sale was unrestricted. An apology to those who read this thread is in order. Now, if you wish I will apologize to the thread for posting that link twice provided you apologize for the 5, 10 or goodness knows how many times you posted that the shares were restricted when - to use the legal phraseology you knew, or should have known what you were posting was false. Deal? ww Oh, BTW you did read this, didn't you? ...In some cases, Rule 504 has been used in fraudulent schemes to make prearranged "sales" of securities under the rule to nominees in states that do not have registration or prospectus delivery requirements. As a part of this arrangement, these securities are then placed with broker-dealers who use cold-calling techniques to sell the securities at ever-increasing prices to unknowing investors. When their inventory of shares is exhausted, these firms permit the artificial market demand created to collapse, and investors lose much, if not all, of their investment. This scheme is sometimes colloquially referred to as "pump and dump."... sec.gov Methinks what the Commission was referring to as "pump and dump" was best illustrated by your summary of the historical volume and prices prior to and after the sale of the Form D shares. #reply-10462563