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Message: Materiality

Materiality

posted on Jan 22, 2008 03:56PM

If you go to sec.gov and find the instructions for form 8-k you will find a list of specific items for which an 8-k needs to be filed.

In addition, if you go here, you can gain a little more insight

http://www.accountingnet.com/x43600.xml

In the 8-k instructions a "material definitive agreement" is defined as an agreement entered into outside the normal course of business. There is no mention as too this being triggered by a material amount - in other words, if we sign a licensing agreement for $3 billion, it does not trigger the requirement to file an 8-k under the "material definitive agreement" umbrella. IMO this is why the 8-k that ptsc filed was filed under the "Other Events" heading. By filing under that heading it does not mean that the transaction that ptsc entered into was not material.

By filing the 8-k ptsc disclosed that a material event had occurred. As milestone has pointed out a number of times, with references, they were not required to includes numbers due to the nda. The SEC requires that additional info be included in the "periodic reports" of the company - 10k or 10q. Therefore the logical conclusion is that just because the 8-k did not include numbers does not mean that those numbers are not material.

Lastly, insiders (including the company) are prohibited from trading in the stock if "material" information that they are privy to is not public. IMO, by JT specifically referring to the prohibition of insider trading until the 3rd quarter 10q comes out he was screaming out to everyone that these numbers ARE MATERIAL. If they weren't, insiders would be allowed to trade as no material info would not be public - the fact of the settlement became public with the issuance of the pr. Therefore, the only non-public, material info would be the details of those settlements.

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Jan 22, 2008 04:22PM

Jan 22, 2008 04:55PM
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Jan 23, 2008 04:25AM
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