RegAlert2002-05-09
Added · Updated
SEC Division of Corporation Finance no-action letter: MWH Global Inc.
The Division of Corporation Finance will not raise an objection if MWH Global, Inc. continues to exempt its common stock from the registration requirements of Section 12(g) of the Securities Exchange Act of 1934, provided the Company amends its certificate of incorporation to allow stockholders to transfer shares to trustees of private annuity or charitable trusts. This exemption applies until MWH Global becomes a reporting company under the Exchange Act with respect to another class of equity securities. The Company must ensure that transfers are approved by the Board of Directors, that voting rights remain with the employee, and that the Company retains an option to repurchase shares if a triggering event does not occur within 30 days of the transfer.
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Securities Exchange Act of 1934 Section 12(g)
No Action, Interpretive and/or Exemptive Letter:
May 9, 2002
Response of the Office of Chief Counsel Division of Corporation Finance
Re:
MWH Global, Inc. Incoming letter dated April 17, 2002
Based on the facts presented and subject to the terms and conditions set forth in your letter, the Division will not raise any objection if MWH Global, (as successor to Montgomery Watson, Inc.), continues not to comply with the registration requirements of Section 12(g) of the Securities Exchange Act of 1934 with respect to the shares of common stock issued in the manner and subject to the conditions set forth in your letter, until such time as MWH Global otherwise becomes a reporting company under the Exchange Act with respect to a class of its equity securities. This position is based on the representations made to the Division in your letter. Any different facts or conditions might require the Division to reach a different conclusion. Further, this response only represents the Division's position on enforcement action and does not purport to express any legal conclusion on the question presented. Sincerely, Lillian K. Cummins Attorney-Advisor
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