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MBBP Client Virgin Pulse Links with Apple’s New HealthKit App 10/28/2014

Posted by Morse, Barnes-Brown Pendleton in Client News.
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2014-10-27_12-57-01MBBP Client Virgin Pulse, a health and wellness software company, has integrated its products with Apple’s new HealthKit app. Being one of the first health programs to connect to Apple’s iPhone 6 health app, Virgin Pulse has an opportunity to serve as intermediary between HealthKit and the wide range of health, wellness, and fitness applications Virgin Pulse currently connects to, so they may work together. This integration  might be the beginning of a health revolution. Virgin Pulse offers a wide-array of health and wellness related services to promote positive behavior change. Now with the integration of the HealthKit app the company offers a larger opportunity for more users to track health data.

 

To read more about the Virgin Pulse and HealthKit integration 

MBBP Client Named to BBJ and MHT 2014 Innovation All-Stars List 10/21/2014

Posted by Morse, Barnes-Brown Pendleton in Client News, Computer Software & Hardware, Internet and E-Commerce, MBBP news.
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2014-10-20_13-58-38This month, the Boston Business Journal and Mass High Tech have published the list of 2014 Innovation All-Stars .  This year, two individuals and 15 companies will be honored. Among the companies named is MBBP client erecruit,  which was selected for the category of internet and business software.

Congratulations erecruit!

The full list of the 2014 Innovation All Stars can be read here

MBBP Client Results:Digital Acquired by MARC USA 10/06/2014

Posted by Morse, Barnes-Brown Pendleton in Client News, Computer Software & Hardware, Internet and E-Commerce, MBBP news.
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resultsdigMBBP Client Results:Digital, a Boston-based digital media agency, has been acquired by  a national marketing communications company. MARC USA is a  full-service marketing firm known for uncovering radical insights that incite powerful reactions through a deeper understanding of whole-brain behavior.  MARC USA offers many services, including advertising, strategic planning, and public relations. Results:Digital’s expertise lies in developing digital marketing solutions for large-scale B2C and B2B clients. The company focuses on understanding consumer behavior in order to uncover their unique insights, and from there decides how to successfully connect and influence consumers. The combination of the two companies will accelerate the growth of digital media offerings and services to better meet consumer needs.

“This acquisition gives us both expanded expertise in the fast-growing digital space as well as a new regional base in Boston, a city we believe has great potential for our combined agency,” said Tony Bucci, Chairman of MARC USA.

Results: Digital will be renamed  to MARC USA|Results:Digital and will then be fully-integrated within MARC USA’s media capabilities.

Congrats, Results:Digital!

To read the full article 

Section 16 Compliance is Not Recommended (Hint … It’s Actually Required) 10/06/2014

Posted by Morse, Barnes-Brown Pendleton in Client News.
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Corporate Attorney Carl BarnesBy: Carl F. Barnes 

On September 10, 2014, the Securities and Exchange Commission issued a press release announcing a major enforcement initiative, disclosing charges against 28 officers, directors or major shareholders of publicly traded companies for violating federal securities laws requiring them to promptly report information about their holdings and transactions in company stock. Six publicly traded companies were also charged for contributing to filing failures by insiders or failing to report their insiders’ filing delinquencies. One of the individuals named in the release is fighting the charges. The other 27, and all six of the companies, settled, agreeing to pay penalties totaling $2.6 million.

Section 16 the Securities Exchange Act of 1934 requires directors and certain officers of publicly traded companies, and holders of more than 10% of any class of equity securities issued by publicly traded companies, to file reports on Form 4 disclosing changes in their beneficial ownership of the companies’ securities within two business days after the change. Since its adoption in 1991, Item 405 of Regulation S-K has required public companies to examine these filings and to disclose any late filings in in their annual proxy statements and Form 10-K.

The failure to adhere to the strict Section 16 deadlines has frequently been seen as a “foot fault,” but the SEC clearly thinks otherwise. As Andrew J. Ceresney, Director of the SEC’s Division of Enforcement, said in the press release announcing the charges, “Officers, directors, major shareholders, and issuers should all take note: inadvertence is no defense to filing violations, and we will vigorously police these sorts of violations….”

Compliance with Section 16(a) is not the issuer’s responsibility: although companies frequently assist their insiders, it is the individual officer, director or shareholder who bears the legal responsibility. Companies, however, risk liability for failing to police and report violations as well as for failing to follow through with any assistance that they do offer.

What now? For most companies and insiders, just keep on doing what you’re doing. For others, though:

• Make sure that all Section 16 insiders grant several key officers, such as the president, the CFO and/or the general counsel, powers of attorney so that they are each authorized to sign and file the required reports on behalf of the insiders.

• Insist on prior notification of securities transactions by Section 16 insiders with those same key officers, so that they can ensure that the appropriate filings are prepared and made on a timely basis. Try to give them advance warning of option grants and other changes in beneficial ownership over which the company has control.

• Periodically confirm that the electronic filing codes each insider must have are up to date so that expired codes do not delay a filing while new codes are activated.

• Insist that insiders provide the Item 405 written representation each year that no Form 5 is required to be filed.

• And finally, don’t panic. Aim for perfection but remember that truly small numbers of filings that are late by a day or two are unlikely to attract enforcement scrutiny. At the same time, however, understand that the SEC is serious, and it is using advanced quantitative techniques to identify individuals and companies with especially high rates of filing deficiencies. And recognize that it’s not just about potentially embarrassing disclosures in your 10-K; it’s about cease and desist orders and serious monetary penalties for violating the securities laws.

 

For more on this topic, please contact Carl F. Barnes

MBBP Client ETEX Holdings Acquired by Zimmer Holdings, Inc. 10/03/2014

Posted by Morse, Barnes-Brown Pendleton in Client News.
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2014-10-02_14-54-09

MBBP Client ETEX Holdings, Inc., a provider of nanocrystalline calcium-phosphate-based biomaterials that promote the repair and regeneration of bone damaged by trauma or disease, has been acquired by Zimmer Holdings, Inc., a developer and  manufacturer of orthopedic reconstructive, spinal and trauma devices, dental implants, and related surgical products.

Morse, Barnes-Brown & Pendleton serves as counsel to ETEX Holdings, Inc., and advised it in connection with the structuring, negotiation and documentation of this transaction.  Shannon Zollo, Joshua French, Stan Chalvire, David Czarnecki, and Scott Connolly were the attorneys involved on this transaction.

Read more about the acquisition here.

 

 

MBBP Client Sally Taylor Launches Multidisciplinary Art Project: Consenses 10/01/2014

Posted by Morse, Barnes-Brown Pendleton in Client News, Events.
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2014-09-29_14-00-55MBBP Client Sally Taylor recently launched Consenses, a multidisciplinary art project. Taylor was inspired by the Indian fable about six blind men encountering an elephant. According to the fable, each man draws different conclusions based on his limited experience, showing that perception is never right or wrong. Similarly, in Taylor’s Consenses, an artist is given a work from another genre without any information about the piece and is asked to interpret it in a new piece. The resulting work is passed to another creator from a different field who offers a new interpretation, and so on until all of the senses are engaged.

So far, more than 140 artists from 23 countries have been involved in Consenses.

Check out Consenses at  212 Elm St. in Somerville from Sept. 26 to Oct. 7 and at Club Oberon in Cambridge from Sept. 29 to Oct. 1.

 

Great work, Sally!

BBK Worldwide raises $3M, eyes acquisitions 09/18/2014

Posted by Morse, Barnes-Brown Pendleton in Client News, Medical Devices.
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BBK WorldwideMBBP client BBK Worldwide has raised $3 million from a private, undisclosed investor and its two founders. The consultancy specializes in patient recruitment for the clinical R&D segments of the pharmaceutical, biotechnology, and medical device industries.

BBK moved from Newton to a new 15,000-square foot space in Needham earlier this year and has plans to grow its headcount by 10 percent before the end of the year.  BBK’s patient recruitment software is called TrialCentralNet, and its mobile app is My Clinical Study Buddy. The women-owned business says it has helped 23 of the world’s top 25 pharmaceutical companies to find patients for studied in the past year.

Read more in the Boston Business Journal.

Way to grow, BBK!

MBBP Client Hastings Equity Partners Completes Sale of Advanced Precision Products, Inc. 09/04/2014

Posted by Morse, Barnes-Brown Pendleton in Client News, Intellectual Property, Manufacturing, Retail & Service, MBBP news, Public Companies.
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Hastings Equity Partners, LLCMBBP client Hastings Equity Partners recently announced the sale of Advanced Precision Products, Inc. (APP) to Precision Engineered Products, LLC (PEP). Advanced Precision Products is a leading manufacturer of highly engineered components and products for oil & gas, medical, aerospace, automotive, military and commercial OEMs.  Morse, Barnes-Brown & Pendleton serves as counsel to Hastings Equity Partners, and advised it in connection with the structuring, negotiation and documentation of this transaction. Shannon Zollo was the lead corporate attorney on MBBP’s team, which also included attorneys Mark Tarallo and Jonathan Calla.

Hastings Equity Partners is a Waltham, MA-based, private investment firm that acquires and grows small to mid-sized enterprises.

Please visit Hastings Equity Partners for more information.

MBBP Client Implant Sciences Corporation Achieves Milestone With QS-B220 09/02/2014

Posted by Morse, Barnes-Brown Pendleton in Client News, Computer Software & Hardware, Industries, Intellectual Property, MBBP news.
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9-2-2014 12-36-18 PMMBBP client Implant Sciences Corporation, a company that develops and manufactures explosive trace detection sensors and systems, announced that its QS-B220 desktop explosives trace detector has successfully completed the certification process for the United States Transportation Security Administration’s (TSA) Explosive Trace Detection (ETD) qualification requirements for aviation checkpoint and checked baggage screening.

This announcement marks a major milestone for the company; having the QS-B220 added to the TSA’s Qualified Product List is one of the highest levels of recognition in the security industry and one of the most difficult to achieve,” according to Todd Silvestri, Implant Sciences’ Vice President of Technology.

President and CEO, Glenn D. Bolduc, stated    “We’re very proud to be able to deliver this innovative product for the protection of travelers in our country. Every member of the Implant Sciences team has done a phenomenal job of getting us to this point.”

 

 You can read Implant Sciences’ complete announcement here.

 Well done, Implant Science Corporation!

 

 

MBBP Client Acquired by Blackboard 08/19/2014

Posted by Morse, Barnes-Brown Pendleton in Attorney News, Client News, Computer Software & Hardware, MBBP news.
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cardsmithMBBP client CardSmith, the industry’s leading cloud provider of campus card solutions and turn-key card program management services, has been acquired by Blackboard, the world’s leading education technology company. Blackboard offers campus card services and integrated campus commerce and security solutions to hundreds of institutions. CardSmith joins Blackboard’s growing set of student identification services and will broaden the credentialing deployment options the company offers to schools and institutions.

MBBP Attorneys Chip Wry, Joe Martinez and Jonathan Calla were the attorneys on this deal.

For the full press release, please visit Blackboard’s website

OYO Sportstoys Featured on WBZ-TV 08/04/2014

Posted by Morse, Barnes-Brown Pendleton in Client News, Licensing & Strategic Alliances.
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OYO Sportstoys, Inc.MBBP client OYO Sportstoys, Inc. was recently featured on a segment of WBZ-TV discussing its factory in Acton, Massachusetts that is creating mini sports figures of famous athletes. OYO has licensing agreements with MLB, the NFL and the NHL which allows them to use the names of all players. They hope to get a deal with the NBA soon asPatrice Bergeron OYO Figure well. OYO figures are compatible with other notable building block toys like Lego, Kinex, Mega Blocks and more. Each little OYO mini-figure is customized to look like the real player and gets a little water bottle and a football, baseball or hockey stick.

Congratulations OYO!

Check out the full video here: Acton Company Doing Big Business Making Little Plastic People

MBBP Client Deborah Halber Publishes First Book 07/23/2014

Posted by Morse, Barnes-Brown Pendleton in Client News, Publishing & Media.
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Congratulations to MBBP client Deborah Halber on the publication of her first book, The Skeleton Crew: How Amateur Sleuths are Solving America’s Coldest Cases (Simon & Schuster, 2014)! Publishers Weekly calls this “A lively study that’s … eminently entertaining and will be devoured by armchair detectives.” The Boston Globe says that Deborah writes “vividly and engagingly” and calls the book “captivating.” We say “Way to go, Deborah!”

To read an excerpt from The Skeleton Crew and complete reviews, visit Deborah’s website. To hear her July 1 On Point interview with Tom Ashbrook, click here.

MBBP Clients make BBJ’s Fastest-Growing Public Companies List 07/01/2014

Posted by Morse, Barnes-Brown Pendleton in Client News, Public Companies.
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BBJ Fastest-Growing Public CompaniesLast month, the Boston Business Journal (BBJ) published its print edition containing a list of the Top 50 Fastest-Growing Public Companies in Massachusetts. Five MBBP clients were selected and ranked on this list according to each company’s two-year revenue growth as of their most recent fiscal year:

Congratulations to all of our clients!

The full list of the Fastest-Growing Public Companies in Massachusetts is available to subscribers via the Boston Business Journal’s digital edition here.

BRInvenTeam Brews up an Eco-Friendly Invention for EurekaFest 06/25/2014

Posted by Morse, Barnes-Brown Pendleton in Clean Tech, Client News, Events, Intellectual Property.
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By: Tracey Brenner

Lemelson-MIT hosted its eighth-annual EurekaFest June 20-21st, a celebration designed to empower the next generation of inventors by inspiring youth, honoring role models, and encouraging creativity and problem solving. Each EurekaFest Team, comprising high school students, educators and mentors, received up to $10,000 from the Lemelson-MIT Program to invent technological solutions to real-world problems of their own choosing.

Sixteen Teams, parsed into groups of four, presented their “pitch” to peers, teachers, and media in classrooms across the Stata Center at MIT the morning of June 20th. The young students, the most senior of which are now rising college freshmen, each handled themselves with youthful poise, enthusiasm, and eloquence.  Teams actively displayed a product prototype during the presentation. Prototypes included, from Benjamin Banneker Academic High School in Washington D.C., a safety device that attaches to a door to prevent it from opening in an emergency situation; from Elkin’s High School  in Missouri Texas, an automated disinfectant system for high-end 3D movie glasses; and from the School of Dreams Academy in Los Lunas, New Mexico, a system for detecting and alerting parked police officers of impending physical dangers.

In addition to displaying prototypes, Teams also described the need based/market-driven iterative ideation and development process in which they engaged, and touched on some of the ways they executed key to-market strategies. For example, students described building a well-balanced founding team, raising supplemental funds, securing support from the community/stakeholders, and, in some cases, conducting patentability studies and pursuing intellectual property protection. Students also answered a plethora of eager questions from and offered tips and advice to their peers.

This Lemelson-MIT Program is an example of collaborative cross-disciplinary STEM education reaching to its highest heights. May it incite and inspire educator and entrepreneur alike.

MBBP client Bridgewater-Raynham Regional Highschool’s InvenTeam was one of the 16 high schools nationwide to be selected for a $9,200 grant out of 250 applicants. Through this grant, the BR team has invented a device that separates and stores the materials of single-serve coffee pods allowing proper recycling and composting.

Congratulations Bridgewater Raynham InvenTeam!

Visit Bridgewater-Raynham’s site to make a donation or to learn more about their invention.

 

MBBP Named “Best Law Firm” in Boston 05/12/2014

Posted by Morse, Barnes-Brown Pendleton in Client News, Taxation.
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MBBP Best Law Firm: Litigation-TaxU.S. News and Best Lawyers, the leading survey of lawyers worldwide, have joined to rank more than 11,000 firms in 120 practice areas in 170 metropolitan areas and 8 states. Morse Barnes-Brown & Pendleton PC has received a Tier 1 ranking of Boston’s “Best Law Firm” 2014 in two practice areas: Tax Law and Litigation-Tax. The U.S.News – Best Lawyers “Best Law Firms” rankings are based on an evaluation process that includes the MBBP Best Law Firms: Tax Lawcollection of client and lawyer evaluations, peer review from leading attorneys in their field, and review of additional information provided by law firms as part of the formal submission process.

MBBP is proud of our impressive tax department. Please feel free to contact the members of our team with any tax-related questions.

iZotope Winner of SBANE’s 2014 New England Innovation Awards 05/08/2014

Posted by Morse, Barnes-Brown Pendleton in Client News, Events.
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iZotope, Inc.MBBP client iZotope, Inc. has been selected as a winner of  the 2014 New England Innovation Awards, an annual award program put on by the Smaller Business Association of New England’s (SBANE) that recognizes companies that are potential game changers in their specific markets. iZotope is an audio technology company that develops professional audio software for audio recording, mixing, broadcast, sound design, and mastering.

Congratulations iZotope and thank you for allowing MBBP to be a part of your success!

To learn more about the New England Innovation Awards, please visit SBANE.

iZotope with the MBBP Team

Cambridge-based Timbre Acquired by Seatwave 04/09/2014

Posted by Morse, Barnes-Brown Pendleton in Client News, M&A.
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SeatwaveOn April 4th Timbre, an app that helps music fans find live shows, announced it has been acquired by MBBP client Seatwave.  Morse, Barnes-Brown & Pendleton serves as counsel to Seatwave, and advised it in connection with the structuring, negotiation and documentation of this transaction. Joe Martinez and Joshua French were the lead attorneys on this deal.

Read more about it here.

iZotope Named One of SBANE’s 2014 New England Innovation Award Finalists 04/03/2014

Posted by Morse, Barnes-Brown Pendleton in Client News, Events.
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iZotope, Inc.The Smaller Business Association of New England (SBANE) recently announced the finalists of its 2014 New England Innovation Awards, an annual award program that recognizes those companies that are potential game changers in their specific markets. Among the finalists is MBBP client iZotope, Inc., an audio technology company developing professional audio software for audio recording, mixing, broadcast, sound design, and mastering. On April 10th at the Henderson House in Weston, the finalists will have one last chance to present to the judging team before the winner(s) are announced at the 2014 New England Innovation Awards Gala Presentation and Dinner on May 7th.

Congratulations iZotope!

To learn more about the New England Innovation Awards, please visit SBANE.

Hastings Equity Partners Completes Sale of Danlin Industries 04/02/2014

Posted by Morse, Barnes-Brown Pendleton in Client News, Deal News.
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Hastings Equity Partners, LLC

MBBP client Hastings Equity Partners recently announced the sale of Danlin Industries to Arsenal Capital Partners. Danlin provides production chemicals, capillary services and completion chemical solutions to oil & gas exploration and production companies. Morse, Barnes-Brown & Pendleton serves as counsel to Hastings Equity Partners, and advised it in connection with the structuring, negotiation and documentation of this transaction. Shannon Zollo was the lead corporate attorney on MBBP’s team, which also included attorneys Chip Wry, Mark Tarallo, and Jonathan Calla.

Hastings Equity Partners is a Waltham, MA-based, private investment firm that acquires and grows small to mid-sized enterprises.

Please visit Hastings Equity Partners for more information.

Implant Sciences Issues $20 Million Secured Promissory Notes 04/02/2014

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Implant Sciences CorporationOn March 21 MBBP client Implant Sciences Corporation announced it had completed a $20,000,000 refinancing with an accredited New York City-based institutional investor group.  Implant Sciences used the proceeds of the loan to pay down its DMRJ Group LLC line of credit as well as some portions of its other indebtedness to DMRJ. Glenn Bolduc, President and CEO of Implant Sciences, had this to say of the announcement:

We believe our ability to execute this non-convertible debt financing agreement with new lenders is based on the strength of our operations, our market traction in explosives trace detection, and the future potential of Implant Sciences. The loan gives us the flexibility to pay down our DMRJ debt while also providing additional working capital. We are also happy to announce the extension of our loans from DMRJ. DMRJ has been consistently supportive of our Company and has provided us the capital we needed to get to where we are today. We are pleased to continue to work with them.

Implant Sciences is a high technology supplier of systems and sensors for homeland security and defense markets.

Please visit Implant Sciences Corporation for the full press release.

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