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Vaso Active Pharmaceutica (VAPH) Message Board

  • kfe1000 kfe1000 Aug 26, 2004 4:10 PM Flag

    Vaso Active, Chief Executive Officer Se

    Vaso Active, Chief Executive Officer Settle with the SEC
    , Aug 26, 2004 (BUSINESS WIRE) -- Vaso Active Pharmaceuticals Inc. (Vaso Active) (Pink Sheets: VAPH) of Danvers, Massachusetts, announced today that the U.S. Securities and Exchange Commission (SEC) formally approved the terms of a settlement regarding alleged violations of securities laws stemming from allegedly misleading disclosures in Vaso Active's initial public offering registration statement, its 2003 annual report and a statement on its website concerning the Food and Drug Administration's (FDA) approval or qualification of Vaso Active's products. The company has agreed with the SEC to settlement terms, which the court ordered on August 23, 2004, without the company admitting or denying the allegations of the civil complaint, pursuant to which Vaso Active is permanently enjoined from violating the anti-fraud provisions of the Securities Act of 1933, as amended, and the antifraud and reporting provisions of the Securities Exchange Act of 1934, as amended. The SEC action filed with the United States District Court for the District of Columbia is styled Securities and Exchange Commission v. Vaso Active Pharmaceuticals, Inc. Civil Action No. 04 CV 01395 (RJL) (D.D.C.).

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    In addition, the SEC formally approved the terms of a settlement with John J. Masiz, formerly Vaso Active's President and Chief Executive Officer, the terms of which also were ordered by the court on August 23, without Mr. Masiz admitting or denying the allegations of the civil complaint, that likewise enjoins him from violating the antifraud and reporting provisions, and prevents him from serving as an officer or director of any public company, including Vaso Active, for a period of five years. Effective as of August 17, 2004, Mr. Masiz resigned as an executive officer and a director of Vaso Active. He is, however, permitted to remain an active employee and/or consultant of Vaso Active. In light of the foregoing, Vaso Active and Mr. Masiz agreed to terminate his employment agreement and enter into a new agreement. Pursuant to that agreement, Mr. Masiz will provide strategic consulting services regarding sales, marketing and business development to Vaso Active for an initial term through June 30, 2008 and will report to the Chief Executive Officer of Vaso Active.

    On August 17, 2004, Vaso Active appointed Vaso Active's current Chief Financial Officer, Joseph Frattaroli, to serve as Acting President and CEO while the company searches for a new chief executive. Vaso Active is actively engaged in a search for a permanent CEO.

    "We are pleased to put this action behind us," said Joseph Frattaroli of Vaso Active. "The management team has already undertaken steps with respect to detailed corporate governance and disclosure as part of our overall compliance program and the Company's efforts to follow best practices in these areas. We are committed to providing accurate information in the most timely manner to the investment community."
    oducts by the end of 2004.

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    • thanks it should be sept 3 rd, this thursday might be the best date to enter a short position,

      I closed my tzoo a bit too early, still watching it, I will call my broker tomorrow, barclays should have shares for a long term short

    • good work, kfe, will keep an eye on GOOG.
      I am out of NVEC this morning at 33.85, still trying to add to TZOO but no luck.

    • it is a copy fromm google ipo prospect,



      Days After the Date of this Prospectus
      Additional Shares
      Eligible for Public Sale


      Comments

      On the date of this prospectus
      0


      At 15 days after the date of this prospectus and various times thereafter
      4,575,048 Does not include any shares held by our executive officers or other parties to our Investor Rights Agreement. Includes shares eligible for sale under Rule 144(k), pursuant to our registration statements on Form S-8 and Form S-8/S-3 and under our rescission offer registration statement on Form S-1 described below.


      At 90 days after the date of this prospectus and various times thereafter
      39,081,106 Shares eligible for sale under Rules 144, 144(k) and 701 and our registration statement on Form S-8 and under our rescission offer registration statement on Form S-1 described below.


      At 120 days after the date of this prospectus and various times thereafter
      24,874,091 Represents shares held only by parties to our Investor Rights Agreement, eligible for sale under Rules 144 and 144(k).


      At 150 days after the date of this prospectus and various times thereafter
      24,874,091 Represents shares held only by parties to our Investor Rights Agreement, eligible for sale under Rules 144 and 144(k).


      At 180 days after the date of this prospectus and various times thereafter
      176,876,866 Includes shares eligible for sale under Rules 144, 144(k) and 701 and our registration statement on Form S-8 and under our rescission offer registration statement on Form S-1 described below.



      113

    • z let me check the date, i am not sure if 15 days or trading days,below there is the copy of the article from wsj , sep 5 is sunday/sept 6 is no trading, i will find out,


      Starting 15 days after the first day of trading, lockup agreements, which restrict the sale of shares, will begin to expire on 4.6 million shares held by current and former employees. A second set of lockups expires after 90 days, allowing the sale of an additional 38.5 million shares, while another 24.3 million shares could potentially be sold after a lockup ending 120 days after the deal. Another 24.3 million shares may be sold after the 150-day period, and after 180 days lockups on 171 million shares will begin to expire.

      The lockup period is unusually short -- this year it took 176 days, on average, before shares of an IPO could be sold. Moreover, there is a greater likelihood that some insiders will be selling in the coming weeks. That is because Google's venture-capital investors, led by Kleiner Perkins Caufield & Byers and Sequoia Capital, elected against selling any shares in the initial public offering, betting they could get a better price down the line. Analysts predict that the firms will begin selling the shares, putting pressure on the stock by adding supply to the market.

      "I would expect the VCs to unload some of their shares," says Mr. Schroepfer. "The stock will settle and then the lockups become a pressure."

      At the same time, underwriters on the deal have 30 days to choose whether to sell 2.9 million additional shares, the so-called greenshoe option common in IPO deals. The firms haven't yet sold those shares, according to people close to the matter; if Google shares stay up, these additional shares also likely will be sold.

      While a prestigious deal for the underwriters, it wasn't a windfall. In fact, the underwriters were given a 2.8% fee on the Google IPO, which compares with a 7% fee on a typical public offering, though large deals like Google's usually net bankers 4.2%, according to Thomson Financial. The fees are the third-lowest on record for U.S. IPOs of $1 billion or more. Morgan Stanley and CSFB each earned $23.4 million on the deal.

    • kfe, I like you idea on goog, may take a stab at it myself. Sept 5th, right.

    • Vaso Active is not aware that the Food and Drug Administration (FDA) is contemplating any action against the company. The company believes that the active ingredients, dosage form and strengths of its Athlete's Relief, Osteon and Termin8 products are covered by the FDA's OTC Review Program and therefore are currently eligible for marketing under the same program. Vaso Active previously stated that it intended to distribute these products under revised labeling once the company is reasonably sure that the marketing of these products is consistent with the FDA's requirements and policies. Vaso Active has submitted new labels for its previously marketed products to the FDA and has requested FDA comments on these labels. The Company is now reasonably sure that these new labels are consistent with all FDA regulations and policies. So far, the FDA has not provided any comment relating to the new labels submitted to the FDA. There is no regulatory requirement that FDA review or comment on such materials. The company intends to resume marketing of its pr