I compared this Form DEF 14A with the Form PRE 14A
Post# of 15624
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Posted On: 02/26/2019 8:31:58 PM
I compared this Form DEF 14A with the Form PRE 14A issued on February 8. It's confirmed that the Special Meeting of Stockholders of OWC Pharmaceutical Research Corp., will take place at 10:00 a.m., on April 4, 2019.
The current filing has some additional clauses and clarified a few others. Whatever is in bold has been added. The most interesting one is the fact that they have engaged the services of a third party to solicit affirmative votes!
Page 2
3rd paragraph:
On or about February 18, 2019, this proxy statement, together with the related proxy card, is being mailed to our stockholders of record as of the Record Date. In addition, we have hired Morrow Sodali LLC, 470 West Ave., Stamford, CT 06902 to aid us in the solicitation of proxies for a fee of $7,500 plus out-of-pocket expenses.
Page 7
4th paragraph:
Material U.S. Federal Income Tax Consequences of the Reverse Stock Split
The following is a summary of the material U.S. federal income tax consequences of the reverse stock split to holders of our Common Shares that is a U.S. holder (as defined below). This summary is based on the Internal Revenue Code of 1986, as amended (the “Code”), the Treasury regulations promulgated thereunder, and administrative rulings and court decisions in effect as of the date of this document, all of which may be subject to change, possibly with retroactive effect. This summary only addresses U.S. federal tax consequences to U.S. holders who hold their shares as capital assets within the meaning of the Code. This summary does not address all aspects of U.S. federal income taxation that may be relevant to U.S. holders subject to special tax treatment, such as financial institutions, dealers in securities, insurance companies, foreign persons, tax-exempt entities, regulated investment companies, real estate investment trusts, U.S. expatriates, persons subject to the alternative minimum tax, and persons that hold our common stock as part of a position in a “straddle” or as part of a “hedging,” “conversion,” or other integrated investment transaction for federal income tax purposes. In addition, this summary does not consider the effects of any applicable state, local, foreign or other tax laws.
Added the following 2 clauses:
For purposes of this summary, a “U.S. holder” is any beneficial owner of our Common Shares that is any of the following: (a) an individual who is or is treated as a citizen or resident of the United States; (b) a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) created or organized under the laws of the United States, any state thereof or the District of Columbia; (c) an estate the income of which is subject to U.S. federal income taxation regardless of its source; or (d) a trust (i) if a court within the United States is able to exercise primary supervision over the administration of such trust and one or more “United States Persons” have the authority to control all substantial decisions of such trust or (ii) that has a valid election in effect to be treated as “United States Persons” for U.S. federal income tax purposes.
If a partnership (or other entity classified as a partnership for U.S. federal income tax purposes) is the beneficial owner of our common stock, the U.S. federal income tax treatment of a partner in the partnership will generally depend on the status of the partner and the activities of the partnership. Partnerships that hold our common stock, and partners in such partnerships, should consult their own tax advisors regarding the U.S. federal income tax consequences of the reverse stock split.
Page 8
2nd clause:
A U.S. holder who receives cash in lieu of a fractional share of Common Stock will be treated as first receiving such fractional share and then receiving cash in redemption of such fractional share. A U.S. holder generally will recognize capital gain or loss on such deemed redemption in an amount equal to the difference between the amount of cash received and the adjusted basis of such fractional share. Such capital gain or loss will be a short term if the Common Stock surrendered in the reverse stock split were held for one year or less and long term if held for more than one year.
Added the following clause:
Information returns generally will be required to be filed with the IRS with respect to the receipt of cash in lieu of a fractional share of our Common Stock pursuant to the reverse stock split in the case of certain U.S. holders. In addition, U.S. holders may be subject to a backup withholding tax at the rate specified in the Code on the payment of such cash if they do not provide their taxpayer identification numbers in the manner required or otherwise fail to comply with applicable backup withholding tax rules. Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be refunded or allowed as a credit against the U.S. holder’s federal income tax liability, if any, provided the required information is timely furnished to the IRS.
Page 10
1st paragraph:
As of the Record Date, there were 3,054 holders of record of our Common Stock,
Added Appendix A-2
Includes voting instructions and a proxy.
The current filing has some additional clauses and clarified a few others. Whatever is in bold has been added. The most interesting one is the fact that they have engaged the services of a third party to solicit affirmative votes!
Page 2
3rd paragraph:
On or about February 18, 2019, this proxy statement, together with the related proxy card, is being mailed to our stockholders of record as of the Record Date. In addition, we have hired Morrow Sodali LLC, 470 West Ave., Stamford, CT 06902 to aid us in the solicitation of proxies for a fee of $7,500 plus out-of-pocket expenses.
Page 7
4th paragraph:
Material U.S. Federal Income Tax Consequences of the Reverse Stock Split
The following is a summary of the material U.S. federal income tax consequences of the reverse stock split to holders of our Common Shares that is a U.S. holder (as defined below). This summary is based on the Internal Revenue Code of 1986, as amended (the “Code”), the Treasury regulations promulgated thereunder, and administrative rulings and court decisions in effect as of the date of this document, all of which may be subject to change, possibly with retroactive effect. This summary only addresses U.S. federal tax consequences to U.S. holders who hold their shares as capital assets within the meaning of the Code. This summary does not address all aspects of U.S. federal income taxation that may be relevant to U.S. holders subject to special tax treatment, such as financial institutions, dealers in securities, insurance companies, foreign persons, tax-exempt entities, regulated investment companies, real estate investment trusts, U.S. expatriates, persons subject to the alternative minimum tax, and persons that hold our common stock as part of a position in a “straddle” or as part of a “hedging,” “conversion,” or other integrated investment transaction for federal income tax purposes. In addition, this summary does not consider the effects of any applicable state, local, foreign or other tax laws.
Added the following 2 clauses:
For purposes of this summary, a “U.S. holder” is any beneficial owner of our Common Shares that is any of the following: (a) an individual who is or is treated as a citizen or resident of the United States; (b) a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) created or organized under the laws of the United States, any state thereof or the District of Columbia; (c) an estate the income of which is subject to U.S. federal income taxation regardless of its source; or (d) a trust (i) if a court within the United States is able to exercise primary supervision over the administration of such trust and one or more “United States Persons” have the authority to control all substantial decisions of such trust or (ii) that has a valid election in effect to be treated as “United States Persons” for U.S. federal income tax purposes.
If a partnership (or other entity classified as a partnership for U.S. federal income tax purposes) is the beneficial owner of our common stock, the U.S. federal income tax treatment of a partner in the partnership will generally depend on the status of the partner and the activities of the partnership. Partnerships that hold our common stock, and partners in such partnerships, should consult their own tax advisors regarding the U.S. federal income tax consequences of the reverse stock split.
Page 8
2nd clause:
A U.S. holder who receives cash in lieu of a fractional share of Common Stock will be treated as first receiving such fractional share and then receiving cash in redemption of such fractional share. A U.S. holder generally will recognize capital gain or loss on such deemed redemption in an amount equal to the difference between the amount of cash received and the adjusted basis of such fractional share. Such capital gain or loss will be a short term if the Common Stock surrendered in the reverse stock split were held for one year or less and long term if held for more than one year.
Added the following clause:
Information returns generally will be required to be filed with the IRS with respect to the receipt of cash in lieu of a fractional share of our Common Stock pursuant to the reverse stock split in the case of certain U.S. holders. In addition, U.S. holders may be subject to a backup withholding tax at the rate specified in the Code on the payment of such cash if they do not provide their taxpayer identification numbers in the manner required or otherwise fail to comply with applicable backup withholding tax rules. Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be refunded or allowed as a credit against the U.S. holder’s federal income tax liability, if any, provided the required information is timely furnished to the IRS.
Page 10
1st paragraph:
As of the Record Date, there were 3,054 holders of record of our Common Stock,
Added Appendix A-2
Includes voting instructions and a proxy.
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