Although it is too early for many issuers to assess the potential impact from the recent magnitude 9.0 earthquake in Japan, some companies have made disclosures in the aftermath.
Toyota Motor Corp. filed a Form 6-K on 3/15 reporting it suspended production at all plants and all subsidiary vehicle-manufacturing plants on March 14, 15 and 16. Toyota was able to confirm that the team members of Toyota and their family members were safe.
By Form 8-K filed on 3/15, Utah-headquartered Nu Skin Enterprises Inc. reported that no significant damage was sustained by the company’s offices, warehouses or inventory in Japan and that Nu Skin was working to normalize operations as soon as possible despite ongoing challenges with power outages and transportation shutdowns. Japan accounts for approximately 30% of the company’s revenue globally and the area of Japan most severely impacted by the catastrophes represents slightly less than 10% of Nu Skin revenue in Japan.
Finish issuer Nokia Corp. filed a press release on Form 6-K on 3/21 about the preliminary view of the earthquake impact. Nokia expects some disruption to the ability of its Devices & Services unit to supply a number of products due to the currently anticipated industry-wide shortage of relevant components and raw materials sourced from Japan. However, Nokia does not expect any material impact on its 1Q11 results due to this event.
Wednesday, March 23, 2011
Thursday, March 17, 2011
Casino Operator Offers Common Stock as an Award for Patronage
Pinnacle Entertainment Inc. (NYSE: PNK) has registered 20 million common shares valued at $2.49M in connection with the company's Owner’s Club Stock Program (Form S-3 filed 3/16/11, file 333-172884). Pinnacle created the program within its "mychoice" customer loyalty program to provide customers who are individuals and who meet certain eligibility standards the opportunity to receive common stock as an award for their patronage of its casinos and as an incentive to continue such patronage. The company states that the program presents an opportunity for customers to develop a greater proprietary interest in the casinos.
Participants in the mychoice customer loyalty program earn points based on money spent on specified gambling activities at Pinnacle casinos. The points accumulate in each participant’s mychoice account. Customers who have earned or obtained 175,000 points under the mychoice customer loyalty program are eligible to apply for membership in the Owner’s Club Stock Program. Customers who are accepted as members are granted a one-time award of common shares, either in a fixed amount or based on a fixed value, as selected by the President and CEO in his sole discretion. At the commencement of the program, it is contemplated that new members will be awarded either 100 shares or a number of shares valued at $1,500.
There are three ways in which members may receive common stock under the Owner’s Club Stock Program once admitted as a member. If a member already has a brokerage account, the member may instruct the broker to contact Pinnacle's transfer agent to request that the shares to be issued under the program be deposited into the brokerage account. If a member does not already have a brokerage account, the member may establish a brokerage account with a registered broker-dealer and follow the procedure in the foregoing sentence, or the member may contact the transfer agent and elect to hold the shares in book entry form in an account with the transfer agent. Members may sell common shares received under the Owner’s Club Stock Program at any time in privately negotiated transactions in compliance with applicable securities laws or into the public market.
Participants in the mychoice customer loyalty program earn points based on money spent on specified gambling activities at Pinnacle casinos. The points accumulate in each participant’s mychoice account. Customers who have earned or obtained 175,000 points under the mychoice customer loyalty program are eligible to apply for membership in the Owner’s Club Stock Program. Customers who are accepted as members are granted a one-time award of common shares, either in a fixed amount or based on a fixed value, as selected by the President and CEO in his sole discretion. At the commencement of the program, it is contemplated that new members will be awarded either 100 shares or a number of shares valued at $1,500.
There are three ways in which members may receive common stock under the Owner’s Club Stock Program once admitted as a member. If a member already has a brokerage account, the member may instruct the broker to contact Pinnacle's transfer agent to request that the shares to be issued under the program be deposited into the brokerage account. If a member does not already have a brokerage account, the member may establish a brokerage account with a registered broker-dealer and follow the procedure in the foregoing sentence, or the member may contact the transfer agent and elect to hold the shares in book entry form in an account with the transfer agent. Members may sell common shares received under the Owner’s Club Stock Program at any time in privately negotiated transactions in compliance with applicable securities laws or into the public market.
Tuesday, March 8, 2011
Election Between Dual Classes of Common Offered in Reverse Merger
DSW Inc. filed a Form S-4 on March 7 to register equal numbers of Class A common and Class B common shares to be issued in the proposed reverse merger with its majority owner, Retail Ventures, Inc. (SEC file no. 333-172631). The common control transaction would be accounted for as an equity transaction whereby accounting acquirer Retail Ventures acquires a noncontrolling interest in acquiree DSW, and will not require purchase accounting. The proposed maximum aggregate offering price is $905M.
In the merger, each outstanding Retail Ventures common share will be converted into the right to receive 0.435 DSW Class A common shares, unless the holder elects to receive an equal number of DSW Class B common shares instead. The DSW Class A common have one vote per share while the Class B common have eight votes per share. It is a condition to the merger that all DSW Class A common shares, including those received in exchange for Retail Ventures common shares at the time of closing, will continue to trade on the NYSE under the symbol “DSW.” DSW does not plan to list the DSW Class B common shares on the NYSE or any other securities exchange and therefore does not expect there to be a liquid trading market for such shares. Holders of DSW Class B common shares will have the right to convert such shares into DSW Class A common shares at any time on a one-for-one basis.
Goldman, Sachs & Co. provided the opinion to the DSW special committee as to the fairness from a financial point of view to DSW of the merger exchange ratio, and Houlihan Lokey Capital, Inc. provided the opinion to the Retail Ventures board of directors regarding the fairness to unaffiliated shareholders. For DSW, the proposed merger would simplify the company's corporate structure and enhance the trading liquidity of DSW Class A common shares. The Retail Ventures board also has determined that the merger is in the best interests of shareholders and unanimously recommends approval of the merger agreement.
In the merger, each outstanding Retail Ventures common share will be converted into the right to receive 0.435 DSW Class A common shares, unless the holder elects to receive an equal number of DSW Class B common shares instead. The DSW Class A common have one vote per share while the Class B common have eight votes per share. It is a condition to the merger that all DSW Class A common shares, including those received in exchange for Retail Ventures common shares at the time of closing, will continue to trade on the NYSE under the symbol “DSW.” DSW does not plan to list the DSW Class B common shares on the NYSE or any other securities exchange and therefore does not expect there to be a liquid trading market for such shares. Holders of DSW Class B common shares will have the right to convert such shares into DSW Class A common shares at any time on a one-for-one basis.
Goldman, Sachs & Co. provided the opinion to the DSW special committee as to the fairness from a financial point of view to DSW of the merger exchange ratio, and Houlihan Lokey Capital, Inc. provided the opinion to the Retail Ventures board of directors regarding the fairness to unaffiliated shareholders. For DSW, the proposed merger would simplify the company's corporate structure and enhance the trading liquidity of DSW Class A common shares. The Retail Ventures board also has determined that the merger is in the best interests of shareholders and unanimously recommends approval of the merger agreement.
Friday, March 4, 2011
Equity Registered Pursuant to Incentive Plan Evergreen Provisions
Most benefit plans cap the maximum number of units or shares that may be issued or sold under the plan, but an "evergreen" provision allows this number to increase annually. Such increase typically happens on the first day of each fiscal year, often by an amount specified by formula. Issuers that recently have registered additional shares pursuant to such evergreen provisions include:
athenahealth, Inc. Form S-8 on March 4 (SEC file no. 333-172619, Counsel: Goodwin Procter LLP, Boston)
LoopNet, Inc. Form S-8 on March 3 (333-172589, Counsel: Orrick, Herington and Sutcliffe, LLP, San Francisco)
Blackstone Group L.P. S-8 on February 25 (333-172451, Counsel: Simpson Thacher & Bartlett LLP, New York)
athenahealth, Inc. Form S-8 on March 4 (SEC file no. 333-172619, Counsel: Goodwin Procter LLP, Boston)
LoopNet, Inc. Form S-8 on March 3 (333-172589, Counsel: Orrick, Herington and Sutcliffe, LLP, San Francisco)
Blackstone Group L.P. S-8 on February 25 (333-172451, Counsel: Simpson Thacher & Bartlett LLP, New York)
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