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This document contains comments and requests for information from the SEC regarding EDCI Holdings, Inc.'s Schedule 13E-3 and Preliminary Proxy Statement filed on August 18, 2010, including necessary
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How to fill out schedule 13e-3 - sec
How to fill out Schedule 13E-3
01
Identify the reporting person and provide name and address.
02
Indicate the type of filing (initial or amendment).
03
Describe the subject company, including name, SEC file number, and address.
04
Provide details about the transaction and the securities involved.
05
Include the purpose of the transaction in detail.
06
Complete the summary of the transaction, including the number of shares and percentage owned.
07
Include any additional information or exhibits if required.
08
Review the form for accuracy and completeness.
09
File the form electronically with the SEC.
Who needs Schedule 13E-3?
01
Any company or entity conducting a going-private transaction, which results in significant changes in ownership and reporting requirements.
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People Also Ask about
What is a 13 E3 transaction?
Rule 13e-3 defines a going private transaction as any one or a series of transactions (involving a securities purchase, tender offer, or specified proxy solicitation) by an issuer or an affiliate of the issuer, which has a reasonable likelihood or purpose of directly or indirectly (i) causing any registered class of
What is the 13 D rule?
When a person or group of persons acquires beneficial ownership of more than five percent of a voting class of a company's equity securities registered under the Securities Exchange Act, they are required to file a Schedule 13D with the SEC.
What is 13e?
Private Equity Rule 13e-3 applies to an acquisition of a public company by a controlling stockholder or other affiliate of the company, or an acquisition of a public company by a financial buyer that raises potential conflicts of interests. Extensive disclosures are required under Rule 13e-3.
What is a 13e-3 transaction?
Note that, under Rule 13e-3(f)(1)(i), the Schedule 13E-3 disclosure must be provided to stockholders no later than 20 days before the purchase of shares, stockholder vote, or other corporate action. The rule thus imposes an effective 20-day waiting period on consummating a going private transaction.
What is the 13e-3 review?
Rule 13e-3 of the Securities Exchange Act of 1934 (the Exchange Act) imposes detailed disclosure obligations on potential bidders. It also requires disclosures to be made to stockholders at least 20 calendar days in advance of completing a take private transaction.
What are the disclosure requirements for 13e3?
Private Equity Rule 13e-3 applies to an acquisition of a public company by a controlling stockholder or other affiliate of the company, or an acquisition of a public company by a financial buyer that raises potential conflicts of interests. Extensive disclosures are required under Rule 13e-3.
What is 13e-3 sec filing?
Understanding SEC Schedule 13E-3 A company must file Schedule 13E-3 in the event that it becomes private and has securities registered under Section 12 of the Securities Exchange Act of 1934; technically, it is applying to go private under rule 13e-3 of the Securities Exchange Act.
What is the 13e-3 review?
Rule 13e-3 of the Securities Exchange Act of 1934 (the Exchange Act) imposes detailed disclosure obligations on potential bidders. It also requires disclosures to be made to stockholders at least 20 calendar days in advance of completing a take private transaction.
Who files Schedule 13e-3?
A company must file Schedule 13E-3 in the event that it becomes private and has securities registered under Section 12 of the Securities Exchange Act of 1934; technically, it is applying to go private under rule 13e-3 of the Securities Exchange Act.
What is the waiting period for 13e-3?
Under this item, the filer must disclose (1) the purposes of the Rule 13e-3 transaction; (2) alternatives that were considered and why they were rejected; (3) the reasons for adopting the planned structure; (4) the reasons for the proposed timing (i.e., why was the transaction not considered earlier or being deferred
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What is Schedule 13E-3?
Schedule 13E-3 is a form used by companies that are going private or are involved in a merger or acquisition to disclose information related to the transaction and the financial condition of the company.
Who is required to file Schedule 13E-3?
Companies that engage in going-private transactions, mergers, or acquisitions, typically those with more than 300 shareholders, are required to file Schedule 13E-3 with the Securities and Exchange Commission (SEC).
How to fill out Schedule 13E-3?
To fill out Schedule 13E-3, the company must provide information on the transaction, including details about the merger or acquisition, fairness opinions, financial statements, and other relevant disclosures.
What is the purpose of Schedule 13E-3?
The purpose of Schedule 13E-3 is to ensure transparency in transactions where a company goes private or is acquired, allowing shareholders to make informed decisions based on detailed financial and qualitative information.
What information must be reported on Schedule 13E-3?
Schedule 13E-3 requires the reporting of information such as descriptions of the transaction, the parties involved, financial terms, reasons for the transaction, and any conflicts of interest that may arise.
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