COMTEX) B: OTCBB Victory Significant for CEO Council
B: OTCBB Victory Significant for CEO Council
Jun 30, 2003 (financialwire.net via COMTEX) --FinancialWire) The startling decision by NASDAQ (OTCBB: NDAQ) - said by informed sources to have been privately ordered by market regulators NASD and the Securities and Exchange Commission - to terminate the proposed BBX exchange and continue to support the OTCBB marketplace, was a stunning victory by a nascent organization still in its
first year of existence - the CEO Council (http://www.ceocouncil.net).
Although the Washington, DC-based organization has embraced market reforms, enhanced corporate governance principles, and has sought to provide a lobbying voice to management and shareholders of micro-to-mid-cap public companies, its
primary effort over the past year has been to salvage the over-the-counter bulletin board that threatened to relegate many truly micro-cap volume leaders such as Advanced Optical (OTCBB: ADOT), Raven Moon International (OTCBB: RMOO)and Universal Express (OTCBB: USXP) to the pink sheets, despite the fact that each of these, despite their penny stock status, are fully-reporting.
FinancialWire had solely reported the strange goings-on at the BBX in an on-going series, as the entity missed deadline after deadline, calling it “mysterious." On Friday, NASDAQ revealed that the BBX was being abandoned
and that NASDAQ was recommitting itself to the administration of the OTCBB.
The CEO Council, via its political action committee chair, CorpHQ (OTC: COHQ) CEO Steven Crane, and Tampa securities attorney, Michael T. Williams, Esq., of the Williams Law Group, P.A, believed they were fighting an uphill battle
because the previous management at NASDAQ appeared “hellbent" on ridding itself of the administration of a market system for small companies.
Crane and Williams, along with others on their committee, forcefully argued that moving 2,000 to 2,500 of the 3,200 companies remaining in the OTCBB - after the previous mass transit of several thousand companies to the pink sheets when NASDAQ implemented its requirement for OTCBB companies to be fully reporting - would result in the loss of hundreds of millions of dollars in shareholder value, would harm the companies' continued opportunities for capital formation, and because companies exiting the OTCBB would no longer have any incentive to keep up costly reporting and other compliances, would lead to an increase in microcap fraud.
Perhaps their most assertive arguments, though, that NASDAQ was attempting to sidestep its Congressionally-mandated responsibilities to provide a compliant trading platform for developing companies, was directed to the Securities and
Exchange Commission itself last September in the commission's annual “Small Business Forum" in Washington. The CEO Council, which a day before had held its
first-ever national meeting, showed up at the Forum in numbers, and the members were successful in getting a “Save the OTCBB" resolution reported out of each of the several break-out sessions.
In June 1990, the OTCBB began operation, on a pilot basis, as part of important market structure reforms to provide transparency in the OTC equities market. The Penny Stock Reform Act of 1990 mandated the U.S. Securities and Exchange
Commission (SEC) to establish an electronic system that met the requirements of Section 17B of the Exchange Act. The system was designed to facilitate the widespread publication of quotation and last-sale information.
“We weren't anti-BBX per se," said Crane. However, because NASDAQ inextricably intertwined its BBX proposal with an assertion that its introduction would be coupled with the termination of the BBX," we had no choice but to campaign against the BBX as well. It was presented to the world as a package, and a big part of the package was just unacceptable."
Both of the campaign's leaders were reluctant warriors. Crane has been busy as an entrepreneur, and with an office only a couple of blocks from the beach in Southern California, would have preferred to spend his little free time in less confrontational pursuits. Williams had configured part of his law practice to assist companies needing to address compliance issues prior to moving to the
proposed BBX as well as to the NASDAQ and other exchanges, “but I just couldn't stand by and see these little companies and ther shareholders decimated by a bureaucratic end run around the law," he stated as he took a more
and more active role.
The result: it was the BBX and not the OTCBB that was terminated, and the bureaucrats at NASDAQ who had championed - some say plotted - the demise of the OTCBB and some 2,000 to 2,500 small companies and their shareholders were terminated along with it. Indications are that upwards of 40 are being let go, and the internal NASDAQ leadership involved in the proposed termination of the OTCBB were already gone when NASDAQ's announcement was made.
Crane, however, signaled that the decision is only a skirmish in the real battles ahead, and he took the occasion to appeal to small public companies to join the CEO Council: “We believe this is a momentous day for public companies and their shareholders. This decision means that at least 2,000 companies and their investors will not face the loss of 80% of their market capitalization. It proves that you can fight City Hall and that the little guy can win against overwhelming odds. But nothing can be won without considerable effort. In this battle to save your market capitalization, a handful of
overworked small public company CEOs and capital market practitioners banded together and gave of themselves in both precious time and money to save your investors billions of dollars," he noted.
“Now is the time for you to step up to the plate and commit your time and resources to make sure this isn't a Pyrrhic victory. I urge all OTCBB and Pink Sheet companies to join The CEO Council and to contribute to the future of small public issuers in the United States. I also call on all capital markets service providers to become involved in this effort by joining The CEO Council as Associate Members."
Crane also addressed several of the market's components, including the SEC.
“The decision by NASDAQ gives us hope that the regulatory environment can return to one that recognizes the needs of small issuers,'' said Crane. “We would like to give our heartfelt thanks to the Commissioners and Staff at the SEC for actually listening to and acting upon the recommendations brought forth by the CEO Council and other small public company advocates at last year's SEC
Small Business Forum. Small business is this country's life's blood and while we'd like to again reiterate our thanks for your rapid response to this issue,we still need your help," he told the SEC.
Crane indicated that the CEO Council believes that NASDAQ has shown what it can offer public companies, and said the group is prepared to push for NASDAQ to offer an improved trading, regulatory and compliance environment for the OTCBB
now that it is committed to keeping the platform intact.
“The CEO Council strongly supports Nasdaq's intent to bring better disclosure, greater market transparency and improved trading practices to the micro-capitalization stock markets. However, we could not imagine why they would
only introduce those standards in the form of the BBX, at the expense of the investors in at least 2,000 companies listed on the OTCBB. Why aren't these benefits available to investors in OTCBB companies?" he stated.
“Now is not the time to rest on your laurels, NASDAQ. Build on your momentum by enacting reforms in the many areas of concern that small public companies have voiced for years. Publish short positions on OTCBB stocks for
starters. Make the 15c2-11 process less onerous on new issuers. Make the OTCBB more transparent."
It may never be known how many public companies had begun making plans for transition to the BBX, or how many had allowed their NASDAQ listings to expire thinking they would qualify, but FinancialWire had found some 29 who had told
their shareholders of their intent. Many of them spent untold dollars restructuring their corporate governances in order to qualify for what they believe they were told by NASDAQ was “pretty much" a sure thing.
The list of 29 companies that had indicated intent to move to the BBX includes Acceler8 Technology (OTCBB: ACLY), Adams Golf (OTCBB: ADGO), Asia Properties, Inc. (OTC: ASPZ), Aastrom Biosciences, Inc. (NASDAQ: ASTM), ARI Network
Services, Inc. (OTCBB: ARIS), Auxer Group (OTCBB: AXGI), Biophan Technologies (OTCBB: BIPH), U.S. Microbics (OTCBB: BUGS), CYOP Systems (OTCBB: CYOI), Diamond International (OTCBB: DMDI), Enviro Voraxial (OTCBB: EVTN), Firearms Training (OTCBB: FATS), Fact Corp. (OTCBB: FCTTA), Intrepid Capital (OTCBB: ICAP), Integrated Information Systems (OTCBB: IISX), IVP Technology Corporation (OTCBB:
TALL), Kestrel Energy (OTCBB: KEST), MicroTel International (OTCBB: MCTL), Ofek Capital (OTC: OFCC), Pony Express (OTCBB: PYXP), Providential Holdings, Inc. (OTCBB:PRVH), Quintek Technology (OTCBB: QTEK), Rushmore Financial Group (OTCBB: RFGI), SCB Computer (OTCBB: SCBI), Summit Environmental (OTCBB: SEVT), Sonic Jet (OTCBB: SJET), Simtek Corp. (OTCBB: SRAM), Synthetic Turf (OTCBB: SYTR) and
Unity Wireless Corporation (OTCBB:UTYW).
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