To: De Peepster who wrote (7452 ) 8/3/1998 9:29:00 AM From: Dean Dumont Read Replies (1) | Respond to of 19331
Peepsta, The opinion letter is an securities attorney letter to have the legend lifted, basically, from all restricted shares. In our case with DCTC insiders not only have to conduct certain filings with the S.E.C and the NASD but they cannot sell their shares in one lump, as we have been seeing. They are only allowed to sell so many shares per month based off the issued and outstanding shares. The only way a certificate can have the legend lifted is if a seller contacts his brokerage firm, and they will only file to sell it with the transfer agent if the term of the stock is due. If an attorney files for a seller the opinion letter must be written to cover the securities law in which the stock has been issued. If I received, at the time, what represented more than 5% but less than 10% of the issued and outstanding shares of a company, making a control person, insider, I cannot sell my shares until the due date is given. This also applies with options, because it is calculated towards the issued and outstanding. NOW, if I went and sold those shares I would be required to deliver the certificates to the broker I am dealing with and attached to it would have to be an opinion letter from my attorney giving me the right to sell those shares under the governing law to which applies. In DCTC's case, the law is specefic. These boys are insiders and thusly cannot sell all of there shares under the " Short Term Profit Rule." The transfer agent receives these shares and if there is an opinion letter attached and if they do their job properly, they are to send the shares back stating they cannot lift the legend on the shares for X amount of time and do not clear the cert. They must also notify the company that X person has sold, and X brokerage firm is attempting to sell shares based off an opinion letter given by X attorney. Then the attorney has some explaining to do. The rules of selling 144 stock is specefic. 1 year hold, and no you cannot sell 30 days ahead of the legend being lifted and no Legitimate firm would execute this type of sale with legend securities. The risk to them is huge and thusly won't execute the transaction. Canadians on the other hand want access to US dollars and want to trade US deals, so if they would like to continue to do so they need to start following US rules and ACT reporting requirements.