Rocky's Corner:

[catchall]

Now that the finances are finally corrected with the anticipated dilution it is time to stop beating the dead horse. Everyone knew it was coming. What do they do now? How well will they deal with the RS and the phantom shares? The science is still business quality I doubt that anyone was betting on the business acumen previously shown. Gary was part of that brain trust and benefited by being made whole.
HOW WELL WILL THEY DO THE ~~RS~~ IS THE REMAINING FINANCIAL QUESTION?

[rocky301]

"TOTAL potential issuance:..546.7 Million shares"

Absolutely rediculous.


I would love to know what the total cost of borrowing was on the minimal financing we recieved in return from these loan sharks.

Lanza,

The $50-$70MM we borrowed from 2005-2010 from this group of 48 or so holders was paid back
in full the end of DEC 2010. It was over and done with and all that remained were warrants which
when exercised by holders ACT would have received the money. More than half the holders were
completely done and out of the picture until the breach by ACT. The 546MM shares therefore
is not a cost for monies we borrowed but is a huge cost for a mistake made.

In reality there were 190MM warrants after default restructuring. ACT should have received approx.
$19MM for their checkbook and issued 190MM shares.

Instead we took in approx. $5MM and issued a potential 546MM shares.

The breach cost us $14MM in cash and about 350MM shares....ACT lost on both ends..

edit: Here is the original registration statement of the 190MM plus warrants
and the language..


This prospectus includes the 192,148,119 shares of the Company’s common stock issuable upon exercise of the Amended and Restated Warrants.

Estimated use of proceeds


This prospectus relates to shares of our Common Stock that may be offered and sold from time to time by the selling stockholders. We will not receive any of the proceeds resulting from the sale of Common Stock by the selling stockholders. We will receive the sale price of any Common Stock we sell to the selling stockholders upon exercise of warrants for cash. If all of the warrants the underlying are shares of which are included in this prospectus are exercised for cash, we will receive $19,214,811.90. There is no assurance that any of the warrants will be exercised. We expect to use the proceeds received from the exercise of the warrants, if any, for general working capital purposes.

[Pata]

rocky301,

Whose error was this? Rabin's?

Thanks.

[rocky301]

rocky301,

Whose error was this? Rabin's?

Thanks.

Pata,

Former CEO Caldwell struck the deal with JMJ financial back in March of 2010 that has caused
the problem..Rabin was a BOD then and did setlle with two holders in 2011 prior to lawsuits
but one would be hard pressed to blame him...thanks

Regarding “Making Whole” on 10 Cent Conversion Price
http://www.sec.gov/Archives/edgar/da...1063/ex105.pdf

[fred1947dy]

Rocky,
The fact that the warrant holders did not exercise there warrants why are they allowed stock plus major penalties. It
would be one thing exercising the warrants and never receiving there stock that was not the case. They should pay the cash for the warrants.

[rocky301]

Rocky,
The fact that the warrant holders did not exercise there warrants why are they allowed stock plus major penalties. It
would be one thing exercising the warrants and never receiving there stock that was not the case. They should pay the cash for the warrants.

fred,

First, many of the warrant holders had exercised and only 60-70MM warrants remained
unexercise prior to lawsuits. The contracts state that an invalid registration statement
or a breach gives the holders an opportunity to do a "cashless exercise". That means they
surrender their existing warrants for common shares with no cash needed by holders.
Also, ACT wanted complete releases to rid themselves of these warrants and the .10
stipulation. Why should the holders of unexercised warrants be forced into paying cash
to exercise warrants when the problem wasn't their fault? It sucks but that's the way it is...thanks

[rocky301]

mail ?,


Yes, the court ordered exchange agreement for Cranshire, 4,941,605 shares, would have been issued last
Friday per the agreement below..

(b) Closing. The closing of the transactions contemplated by this Agreement (the “Closing”) shall take place at the offices of Greenberg Traurig, LLP, 200 Park Avenue, New York, New York 10166, at 8:30 a.m. local time on the first (1st) Business Day (as defined below) immediately following the date on which the Court Order is entered on the docket of the Court or such other date and time as the Claimant and the Company may mutually determine (the “Closing Date”). The deliveries actually delivered under Section 1(c) and Section 1(d) at the Closing shall be deemed delivered simultaneously. “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized or required by law to remain closed.

(c) Company’s Deliveries at the Closing. Subject to Claimant’s compliance with Section 1(d), at the Closing the Company shall:

(i) cause Interwest Transfer (together with any subsequent transfer agent, the “Transfer Agent”) through the Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program, to credit the Shares to Claimant’s balance account with DTC through its Deposit/Withdrawal at Custodian system; and
http://www.sec.gov/Archives/edgar/da...484_ex99-1.htm

[rocky301]

This has been bugging me a tad so I thought I would share my thoughts. The "sole purpose"
as stated below for the reverse is the uplist. Nowhere that I can see in the revised Proxy is their
even a mention of an uplist to Nasdaq or anywhere else, please advise me if I missed it.
Personally, I would not vote to approve the reverse split knowing the BOD's could actually reverse
and stay on OTC:BB....I realize what ACT has said about their intent to uplist but if it isn't specified
in Proxy then it doesn't hold them to the fire...thanks


(Company PR)
The Company also announced today that it expects to shortly file a preliminary proxy statement with the Securities and Exchange Commission in which it will seek shareholder approval for a reverse split of between 1-for 20 and 1-for 80 shares. The Company is pursuing the reverse split for the sole purpose of meeting the requirements necessary for a listing on the Nasdaq Global Market. The Company believes that a listing on a national change will allow it to expand its shareholder base and improve the marketability of its common stock by attracting a broader range of investors.

(from Proxy)
Reasons for the Reverse Stock Split

The Company’s Common Stock is quoted on the Over-the-Counter Bulletin Board under the symbol “ACTC.OB”. The shares of Common Stock of the Company have traded at very low prices for some time. As of March 2, 2012, the last reported closing price of the Company’s Common Stock was $0.1015. The reverse stock split is intended to increase the per share stock price. We believe that if we are successful in maintaining a higher stock price, the stock will generate greater interest among professional investors and institutions. If we are successful in generating interest among such entities, we anticipate that our Common Stock would have greater liquidity and a stronger investor base.

In evaluating the reverse stock split, the Company's Board of Directors also took into consideration negative factors associated with reverse stock splits. These factors include the negative perception of reverse stock splits held by many investors, analysts and other stock market participants, as well as the fact that the stock price of some companies that have effected reverse stock splits has subsequently declined back to pre-reverse stock split levels. The Board, however, determined that these negative factors were outweighed by the potential benefits.

[bballerfanatic]

Rocky,
Looks like we need ANOTHER clarification from the company!

[Riddakilla]

I understand the company is undertaking a great task but these mishaps are becoming far to common. You think they would have learn their lesson by now, or maybe not because the unsophisticated shareholders are the ones footing the bill for there mistakes. Anyone who ever wonders why the stock price never moves, it's because managment has the ability to take this company down at any moment if this becomes status quo. I am assuming this is a mistake because I see no reason to reverse other than to get onto the Nasdaq, so I will anxiously be awaiting a revised proxy. Any thoughts on why no mention of uplist to the nas or why they would choose to RS without the intent to uplist?

[Actc_fan]

Though it is easy to have a first reaction that ACT mgmt screwed up, since it happens so often, I am going to go with lawyers on this one. I have a feeling some lawyer advised them not to be that specific in the SEC filing. Obviously the same lawyer didn't muzzle Gary on the conference call fast enough, before he could state there would be no RS without an uplist over and over.

Just my 2 cents.

[rocky301]

Though it is easy to have a first reaction that ACT mgmt screwed up, since it happens so often, I am going to go with lawyers on this one. I have a feeling some lawyer advised them not to be that specific in the SEC filing. Obviously the same lawyer didn't muzzle Gary on the conference call fast enough, before he could state there would be no RS without an uplist over and over.

Just my 2 cents.

Lawyers? Then why didn't they have a say in a PR that was filed as an exhibit with the SEC?
ACT is either going to reverse for an uplist or it isn't. The current Proxy does not specify
therefore leaving it open ended...thanks

(Company PR)
The Company also announced today that it expects to shortly file a preliminary proxy statement with the Securities and Exchange Commission in which it will seek shareholder approval for a reverse split of between 1-for 20 and 1-for 80 shares. The Company is pursuing the reverse split for the sole purpose of meeting the requirements necessary for a listing on the Nasdaq Global Market. The Company believes that a listing on a national change will allow it to expand its shareholder base and improve the marketability of its common stock by attracting a broader range of investors.
EDGAR Filing Documents for 0001144204-12-012503

[Actc_fan]

Lawyers? Then why didn't they have a say in a PR that was filed as an exhibit with the SEC?
ACT is either going to reverse for an uplist or it isn't. The current Proxy does not specify
therefore leaving it open ended...thanks

(Company PR)
The Company also announced today that it expects to shortly file a preliminary proxy statement with the Securities and Exchange Commission in which it will seek shareholder approval for a reverse split of between 1-for 20 and 1-for 80 shares. The Company is pursuing the reverse split for the sole purpose of meeting the requirements necessary for a listing on the Nasdaq Global Market. The Company believes that a listing on a national change will allow it to expand its shareholder base and improve the marketability of its common stock by attracting a broader range of investors.
EDGAR Filing Documents for 0001144204-12-012503

True, my mistake.

Any chance that the SEC filing requires the reasoning not to be dependent on an external, subsequent event?

If not, I guess chalk up another one for mgmt.

[Riddakilla]

Rocky, have you reached out to managment for clarification on this?

[rocky301]

Rocky, have you reached out to managment for clarification on this?

Ridda,

I really don't need any clarification as the language needed isn't in current proxy. I have grown
tired of contacting them and do not plan on doing so this time. They completely butchered
a pretty darn simple proxy and still don't have it right, imo. I have been a proponent of the rs
for a long time and will vote NO as it stands now conceding that maybe ACT isn't ready to
move anywhere...all in my opinion..thanks

[Hort]

This has been bugging me a tad so I thought I would share my thoughts. The "sole purpose"
as stated below for the reverse is the uplist. Nowhere that I can see in the revised Proxy is their
even a mention of an uplist to Nasdaq or anywhere else, please advise me if I missed it.
Personally, I would not vote to approve the reverse split knowing the BOD's could actually reverse
and stay on OTC:BB....I realize what ACT has said about their intent to uplist but if it isn't specified
in Proxy then it doesn't hold them to the fire...thanks


(Company PR)
The Company also announced today that it expects to shortly file a preliminary proxy statement with the Securities and Exchange Commission in which it will seek shareholder approval for a reverse split of between 1-for 20 and 1-for 80 shares. The Company is pursuing the reverse split for the sole purpose of meeting the requirements necessary for a listing on the Nasdaq Global Market. The Company believes that a listing on a national change will allow it to expand its shareholder base and improve the marketability of its common stock by attracting a broader range of investors.

(from Proxy)
Reasons for the Reverse Stock Split

The Company’s Common Stock is quoted on the Over-the-Counter Bulletin Board under the symbol “ACTC.OB”. The shares of Common Stock of the Company have traded at very low prices for some time. As of March 2, 2012, the last reported closing price of the Company’s Common Stock was $0.1015. The reverse stock split is intended to increase the per share stock price. We believe that if we are successful in maintaining a higher stock price, the stock will generate greater interest among professional investors and institutions. If we are successful in generating interest among such entities, we anticipate that our Common Stock would have greater liquidity and a stronger investor base.

In evaluating the reverse stock split, the Company's Board of Directors also took into consideration negative factors associated with reverse stock splits. These factors include the negative perception of reverse stock splits held by many investors, analysts and other stock market participants, as well as the fact that the stock price of some companies that have effected reverse stock splits has subsequently declined back to pre-reverse stock split levels. The Board, however, determined that these negative factors were outweighed by the potential benefits.

Thanks for pointing this out Rocky. If the "sole purpose" for R/S, that is, an uplist to the NASDAQ, is not restated by the company in crystal clear language, I think this is a deal-breaker for me.

We need clarification on this issue. Thanks for pointing it out Rocky. Enough is enough.

[Rikker]

Thanks for pointing this out Rocky. If the "sole purpose" for R/S, that is, an uplist to the NASDAQ, is not restated by the company in crystal clear language, I think this is a deal-breaker for me.

We need clarification on this issue. Thanks for pointing it out Rocky. Enough is enough.

Hi Hort,

Clarification email from Mr. Rabin:

NASDAQ Global Market is our expected listing market. We believe that we will meet all of the listing and due diligence hurdles under the NASDAQ Global Market Initial Listing Requirements.

[Hort]

Hi Hort,

Clarification email from Mr. Rabin:

NASDAQ Global Market is our expected listing market. We believe that we will meet all of the listing and due diligence hurdles under the NASDAQ Global Market Initial Listing Requirements.

Yep, I saw that. But a personal email is worth precisely ZERO to me at this point. "Sole purpose" was in the original proxy...why isn't in in the revised proxy?

Is it just more sloppy work on the part of GR or is it slight of hand?

Did GR finally do his due diligence on what is require to file for NASD, and realized that the language of "sole purpose" was too restrictive?

I trust him as far as I can throw him at this point.

[rocky301]

Yep, I saw that. But a personal email is worth precisely ZERO to me at this point. "Sole purpose" was in the original proxy...why isn't in in the revised proxy?

Is it just more sloppy work on the part of GR or is it slight of hand?

Did GR finally do his due diligence on what is require to file for NASD, and realized that the language of "sole purpose" was too restrictive?

I trust him as far as I can throw him at this point.

Hort,

"Sole purpose" was in the original proxy...why isn't in in the revised proxy?

I don't believe the language was in the initial proxy either..thanks

[Flipper_ak]

Even if the proxy was written to carve out additional wiggle room, the PR is still a material statement, imposing on the company potential liability if it knew, when it released it, that the sole purpose was not to uplist. The most-benign explanation, and one that wouldn't be a total surprise to me if something like it happened, is that some enterprising young lawyer was sitting around the office late on a Friday night thinking about the myriad of contingencies that could come to pass after the reverse split and before NASDAQ approval, and slapped a memo down on his/her senior partner's desk first thing Monday morning, setting in motion a series of events that resulted in the language in the proxy that we are reading today.

Whether or not that accounts for what really happened, Rocky's question is very important (once again, can't thank you enough, Rocky) and is worth the effort to try and pin the company down on the answer.

That said, if I was advising ACT, I would probably approach the answer like that hypothetical young lawyer, and refuse to let my company be pinned down. I had a Contracts professor (who was really a frustrated theoretical mathematician), who used to like to say that anything's possible, including the potential that the molecules composing your body might suddenly reconstitute themselves into a banana. That basically explains how contracts get written between sophisticated entities today, and is probably a point of view that is reflected in proxy statements, as well.

Still, it's our money on the line. Like Hort, I would appreciate a re-assurance from the company. And again, we owe Rocky a big thank you for flagging the discrepancy.