F. Pricing Information
|
Price to Public
|
Underwriting Discounts or Commissions
|
Net Proceeds to Company
|
Per Unit
|
$ 0.00
|
$ 0.00
|
$ 0.00
|
Total Offering
|
$00,000.00
|
$ 00,000.00
|
$ 00,000.00
|
1. Any
variation from the price set forth in the first column of the table at which
any proportion of the offering is to be made to any person or class of persons
other than the underwriters shall be disclosed following the table with a
reference thereto in the first column of the table. Specify the person or class
and the proposed offering price to such person or class.
2. The term commissions
means all cash commissions or discounts paid or to be paid, directly or
indirectly, by the registrant or selling security holders to the underwriters
in respect of the sale of the security to be offered. A commission paid or to
be paid in connection with the sale of such security by a person in which the
registrant has an interest or which is controlled or directed by, or under
common control with the registrant, shall be deemed to have been paid by the
registrant. Only commissions paid by the registrant or selling security holders
are to be included in the table. Commissions paid by other persons shall be set
forth following the table with a reference thereto in the second column of the
table.
3. If securities, contracts
or anything else of value (other than cash) are to accrue to the underwriters
in connection with the offering, the amount and nature of such considerations
shall be set forth following the table with a reference thereto in the second
column of the table.
4. If any
finder's fees are to be paid in connection with the offering, the name of each
recipient thereof, together with the amount and nature of the fee, shall be set
forth following the table with a reference thereto in the second column of the
table.
5. If the securities to be
offered are to be sold directly to the public by the company through licensed
agents of the company, officers and directors of the company will not be paid
any commissions on the sale of securities being offered. A statement to that
effect must be made on the front page of the prospectus, following the table
with a reference thereto in the second column of the table.
6. If the underwriting discounts or
commissions are variable, set forth their maximum and minimum amounts in the
second column of the table and set forth the maximum and minimum proceeds in
the third column of the table. The basis of determining such discounts and
commissions shall be set forth following the table with a reference thereto in
the second and third columns of the table.
7. An estimate of the aggregate selling
expenses (other than underwriting discounts and commissions and finder's fees)
payable by the registrant or selling security holders shall be set forth
following the table with a reference thereto in the third column of the table.
Such estimate shall include printing, legal, engineering, accounting and other
charges.
8. If a best effort
underwriting, or if offered through the registrant's licensed agents, reference
should be made to the third column to the table stating that "there is no
assurance that all or any of the units offered will be sold and hence the
proceeds to be received by the company are shown on the assumption that all
shares will be sold."
9. If it is
impracticable to state the price to the public, the method by which it is to be
determined shall be explained. In addition, if the securities are to be offered
at the market, indicate the market involved and the market price as of the
latest practicable date.
10. If any
of the securities being registered are to be offered for the account of
security holders, refer on the outside front cover page of the prospectus to
the information called for.
L. Body of Prospectus
1. Introductory Statement
a. Background of the Registrant. State the
year in which the registrant was organized, its form or organization, and the
name of the state under the laws of which it was organized, and a brief
statement as to the type of business in which the company is engaged, or in
which it proposes to engage. Also state the names of the person or persons
considered to be the parents of the registrant.
b. Risk Factors. Set out a brief succinct
summary of the risk factors with reference to a supporting explanation as set
forth in the body of the prospectus. The risk factors should include but are
not to be limited by the following suggested topics.
i. Competition in this type of business,
whether competitive companies are larger than you own, and are they well
established.
ii. How was the public
offering price established?
iii.
Has there been a public market for the shares? The following statement or one
similar to it may be used:
"There is no market for the company's common stock and it
is unlikely that a market will develop as a result of this offering.
Consequently, investors may not be able to resell any shares purchased should
they need or wish to do so for emergency purposes or otherwise."
iv. If the company is newly
organized, without history or past business, so state. A statement similar to
the following may be used:
"The company is still in the development stage, has not
commenced its proposed business activities and has no property or assets other
than those shown on the financial statements herein."
v. Will any of the proceeds of the offering
be placed in escrow until such time as a definite dollar amount of stock has
been sold? If so, state the escrow arrangements. If the definite dollar figure
is not reached, are the funds returned to the investor?
vi. If it is necessary for the company to
raise a definite amount with which to start business, indicate that there can
be no assurance of any return on the investment, even if sufficient funds are
raised.
vii. If the type of
business in which you are engaged does not ordinarily earn profits from the
outset, so state and fully explain.
viii. If the officers, directors or promoters
are receiving or have received salaries, fees or other compensation from the
company, indicate the amounts, how paid, and services rendered.
ix. If the officers or directors have little
or no experience in the venture in which they are about to undertake via this
offering, this should be stated clearly.
x. If the company is to be the underwriter
for its own securities, so state, and clearly indicate that no officers or
directors shall receive a commission for the sale of its securities.
c.
i. Dilution Aspects of the Offering. Provide
in detail the number of shares purchased by officers, directors, promoters and
insiders at prices less than the public offering price, the consideration paid
for such stock and, the book value of the stock prior to the offering,
immediately after the offering, assuming all of the stock is sold, and the
benefit to the officers, directors, promoters and insiders in increased book
value.
ii. Provide figures setting
out the number of shares owned by officers, directors, promoters and insiders,
the consideration paid for such shares and the percentage of the total class of
shares to be outstanding after the public offering that these shares represent.
Set out the number of shares the public will own, the total consideration paid
for such shares and the percent of the total class of shares that the public
will own.
iii. The following
dilution statement or one similar to it may be used.
"As of (date), the shares of the company's common stock had
a net tangible book value of $ _________ per share. After giving effect to the
net proceeds received from this offering, such book value will increase to
$________________________ per share. Thus the public shareholders will have
paid $ _________ per share for common stock having a net tangible book value of
$ per share and will sustain an immediate dilution of $ per share. On the other
hand, the private investors will enjoy a gain in the net tangible book value of
$ per share."
"Upon completion of this offering, the purchasers of the
shares offered by this prospectus will own approximately percent of the
company's outstanding common stock for which they will have paid an aggregate
of $ ___ __ ($ per share) whereas the private investors will own approximately
percent of the shares outstanding for which they paid approximately $ _________
(average price $ ___ per share)."
"As of (date), options to purchase an aggregate of ______
shares of the company's common stock at prices ranging from $ to $ per share
were outstanding (see "Stock Options and Warrants"). If all outstanding stock
options and warrants were exercised subsequent to the public offering, the net
tangible book value of the shares offered by this prospectus would be $
________ ($ ___________ per share), or approximately ______ percent of the
public offering price."
2. Application of Proceeds
a. State the principal purposes for which the
net proceeds to the registrant from the offering are to be used, the
approximate amount to be used for each such purpose and the order of priority
in which the proceeds are to be used for each such purpose.
b. Describe any arrangements for the return
of funds to subscribers if all of the securities to be offered are not sold; if
there are no such arrangements, so state.
i.
Details of proposed expenditures are not to be given; for example, there need
be furnished only a brief outline of any program of construction or addition of
equipment.
ii. Include a statement
as to the use of the actual proceeds if they are not sufficient to accomplish
the purposes set forth and the order of priority in which they will be
applied.
iii. If any material
amount of other funds are to be used in conjunction with the proceeds, state
the amounts and sources of such other funds.
iv. If any material amount of the proceeds is
to be used to acquire assets, otherwise than in the ordinary course of
business, briefly describe the assets and give the names and addresses of the
persons from whom they are to be acquired. State the purchase price of the
assets, the names of any persons who have received or are to receive
commissions in connection with the acquisition, the amounts of such commissions
and any other expense in connection with the acquisition.
3. Capitalization. Furnish the
information called for by the following table in substantially the tabular form
indicated, as to each class of securities of the registrant and each class of
securities, other than those owned by the registrant of its totally held
subsidiaries of all significant subsidiaries of the registrant:
Title of Class
|
Amount Authorized* or to be Authorized*
|
Amount Outstanding as of a Specified Date within
90 Days
|
Amount to be Outstanding if All Securities Being
Registered Are Sold
|
*"Authorized" is defined as meaning authorized by charter
or indenture or in case of notes or similar securities, by resolution of the
board of directors.
a. Securities held
by or for the account of the registrant thereof are not to be included in the
amount outstanding, but the amount so held shall be stated in a note to the
table.
b. If any such securities
were issued within the last two years or will be issued for a consideration
other than cash at least equal to par value, disclose in appropriate footnotes
to the table the amount and kind of such consideration.
4. Summary of Earnings. Furnish in
comparative columnar form a summary of earnings for the registrant or for the
registrant and its subsidiaries consolidated (or both as appropriate) for each
of the last five fiscal years of the registrant; or for the life of the
registrant and its immediate predecessors, if less; and for any period between
the end of the latest of such fiscal years and the date of the latest balance
sheet furnished, and for the corresponding period of the preceding fiscal year.
In connection with such summary, whenever necessary, reflect information or
explanation of material significance to investors in appraising the results
shown, or refer to such information or explanation set forth elsewhere in the
prospectus.
a. If any part of the proceeds of
the offering is to be applied to the purchase of any business, furnish with
respect to such business, the earnings statements required in Paragraph
L.4.
5. Dividends. The
registrant must state its policy or intended policy concerning dividends in
this Section.
6. Price Range of
Common Shares. Specify the exchange, if any, or market on which the price of
the common shares has been quoted, and give the price range for those shares
over the last three years. Furthermore, give the quarterly price range from the
end of the last calendar year to the current date.
7. Description of Business
a. Briefly describe the business done and
intended to be done by the registrant and its significant subsidiaries and the
general development of such business during the past five years. If the
business consists of the production or distribution of different kinds of
products or the rendering of different kinds of services, indicate, insofar as
practicable, the relative importance of each product or service or class of
similar products or services which contributed 15 percent or more to the gross
volume of business done during the last fiscal year.
b. In describing developments, information
shall be given as to matters such as the following: The nature and results of
any bankruptcy, receivership or similar proceedings with respect to the
registrant or any of its significant subsidiaries; the nature and results of
any other materially important reorganization, readjustments or succession of
the registrant or any of its significant subsidiaries; the acquisition of any
material amount of assets otherwise than in the ordinary course of business;
any materially important changes in the types of products produced or services
rendered by the registrant and its significant subsidiaries; and any materially
important changes in the mode of conducting the business, such as fundamental
changes in the methods of distribution.
c. Also, include in the description of
business of the registrant, if applicable any awards received by the
registrant, any backlog of orders if materially significant, a description of
customers if the loss of any particular customer or groups of customers may
materially affect the business of the registrant, and statements on any of the
following items: employee relations, foreign sales, patents, government
contracts, company growth, recent developments, seasonal trends, and trade
names.
d. Indicate briefly, to the
extent material, the general competitive conditions in the industry in which
the registrant and its significant subsidiaries are engaged or intend to
engage, and the position of the enterprise in the industry. If several products
or services are involved, separate consideration should be given to the
principal products or services or classes of products or services.
8. Description of Property
a. State briefly the location and general
character of the principal plants, mines and other materially important
physical properties of the registrant and its significant subsidiaries. If any
such property is not held in fee or is held subject to any major encumbrance,
so state and briefly describe how held.
b. The description should be limited to
information essential to an investor's appraisal of the securities being
registered. In the case of a manufacturing enterprise, for example, the answer
should be limited to such over-all statements as will reasonably inform
investors as to the suitability, adequacy and productive capacity of the
facilities used in the enterprise. In the case of an extra active enterprise,
appropriate information should be given as to production and reserves. Detailed
descriptions of the physical characteristics of individual properties or legal
descriptions by metes and bounds, are not required and should not be
given.
9. Regulations.
Describe any regulations and/or discretionary controls set upon the registrant
by any governmental body or any industry-wide, self-regulatory body which in
any manner will materially affect the business of the registrant.
10. Management
a. Directors and Executive Officers. List the
names and addresses of all directors and officers of the registrant and all
persons chosen to become directors or officers. Indicate all positions and
offices with the registrant held by each person named, and the principal
occupations during the past five years of each officer and each person chosen
to become an officer. State the amount and type of securities of this
registrant held by each person named as of a specified date within 30 days of
the dating of the registration statement and the amount of the securities
covered by the registration statement to which he has indicated his intention
to subscribe. If any person chosen to become a director or officer has not
consented to act as such, so state.
b. Remuneration
i. Furnish the following information in
substantially the tabular form indicated below as to all direct remuneration
paid by the registrant and its subsidiaries during the registrant's last fiscal
year to the following persons for services in all capacities.
(a). Each director, and each of the three
highest paid officers of the registrant whose aggregate direct remuneration
exceeded $30,000 ($12,000 if intrastate offering only) naming each such
person.
(b). All directors and
officers of the registrant as a group without naming them.
(A)
Name of Individual or Identity of Group
|
(B)
Capacities in which Remuneration Was Received
|
(C)
Aggregate Direct Remuneration
|
ii. This item applies to any person who was a
director or officer of the registrant at any time during the fiscal year.
However, remuneration is not to be included for any portion of the period
during which any such person was not a director or officer of the registrant.
(a). To the extent that such remuneration is
to be computed upon the basis of a percentage of profits, it will suffice to
state such percentage without estimating the amount of such profits to be
paid.
(b). State separately the
total amount set aside or accrued during the periods pursuant to all pension,
retirement or other offered compensation plans for the benefit of directors or
officers.
iii. Furnish
the following information, in substantially the tabular form indicated below,
as to all pension or retirement benefits proposed to be paid under any existing
plan in the event of retirement at normal retirement date, directly or
indirectly by the registrant or any of its subsidiaries to each director or
officer named.
(A)
Name of Individual
|
(B)
Amounts Set Aside or Accrued during Registrant's
Last Fiscal Year
|
(C)
Estimated Annual Benefits Upon Retirement
|
iv. Describe briefly all remuneration
payments proposed to be made in the future, directly or indirectly, by the
registrant or any of its subsidiaries pursuant to any existing plan or
arrangement to each director or officer of the registrant as a group, without
naming them.
11. Options to Purchase Securities. Furnish
the following information as to options to purchase securities from the
registrant or any of its subsidiaries, which are outstanding as of a specified
date within 30 days prior to the date of filing, or which are to be created in
connection with the offering.
a. Describe the
options, stating the material provisions including the consideration received
or to be received by the grantor thereof and the market value of the securities
called for on a granting date.
b.
State:
i. the title and amount of the
securities called for by such options;
ii. the purchase prices of the securities
called for and the expiration dates of such options; and
iii. the market value of the securities
called for by such options as of the latest practicable date.
c.
i. State the amount of any such options held
or to be held by each of the following persons:
(a). any director or officer of the
registrant;
(b). any security
holder named in Paragraph L.11;
(c). any person considered to be a promoter
of the company;
(d). any person on
whose behalf any part of the offering;
(e). any underwriter or recipient of a
finder's fee;
(f). any person who
holds or will hold 10 percent or more in the aggregate of any such options.
ii. The term
options as used in this item includes all options, warrants
and other rights other than those issued to security holders as such on a pro
rata basis.
12.
Principal Holders of Equity Securities. Furnish the following information as of
a specified date within 90 days prior to the date of filing in substantially
the tabular form indicated.
a. As to the
voting securities of the registrant owned of record or beneficially by each
person who owns of record, or is known by the registrant to own beneficially
more than 10 percent of any class of such securities. Show in column (3)
whether the securities are owned both of record and beneficially of record
only, or beneficially only, and show in columns (4) and (5) the respective
amounts and percentages owned in each such manner:
(1)
|
(2)
|
(3)
|
(4)
|
(5)
|
Name and Address
|
Title of Class
|
Type of Ownership
|
Amount Owned
|
Percent of Class
|
b.
As to each class of equity securities of the registrant or any of its parents
or subsidiaries, other than directors' qualifying shares, beneficially owned
directly or indirectly by all directors and officers of the registrant, as a
group, without naming them:
Title of Class
|
Amount Beneficially Owned
|
Percent of Class
|
13. Interest of Management and Others in
Certain Transactions
a. Describe briefly and,
where practicable, state the approximate amount of any material interest,
direct or indirect, of any of the persons specified below in any material
transaction during the last three years, or any material proposed transaction,
to which the registrant or any of its subsidiaries was or is to be a party:
i. any director or officer of the
registrant;
ii. any security holder
as described in Paragraph L.11;
iii. any person on whose behalf any part of
the offering is to be made in a nonregistrant distribution;
iv. any person (other than the registrant or
its subsidiaries) with whom any of the foregoing persons had a material
relationship.
b. State
the dates of, the parties to, and the general effect of every management or
other material contract made or to be made otherwise than in the ordinary
course of business if it is to be performed in whole or in part at or after the
filing of the registration statement or was made within the past two
years.
14. Escrow
Provisions. If the officers, directors, promoters or insiders have stock which
is subject to escrow pursuant to any state or federal statute or regulation,
make a complete disclosure of the number of shares escrowed, name of persons
escrowing said stock, when escrowed and the terms and conditions of said
escrow.
15. Sales Otherwise than
for Cash. If any of the securities being registered are to be offered otherwise
than for cash, state briefly the general purpose of the distribution, the basis
upon which the securities are to be offered, the amount of compensation and
other expenses of distribution, and by whom they are to be borne.
16. Selling Security Holders. With respect to
the registrant and any significant subsidiary of the registrant, state the year
in which it was organized, its form of organization (such as "a corporation,"
"an unincorporated association" or other appropriate statement), the name of
the state or other jurisdiction under the laws of which it was organized and
the address of its principal executive offices.
17. Description of Securities Being
Registered
a. If capital stock is being
registered, state the title of the class and outline briefly the following:
dividend rights or preferences; voting rights; liquidation rights; pre-emptive
rights; conversion rights; redemption provisions; sinking fund provisions, and
liability to further assessment.
b.
State if any new class of securities is to be created by this offering, and
describe any limitation or qualification of the rights of the securities being
offered by the rights of any other class of securities.
c. Describe any long-term debt being
registered, stating the title of the issue and outline such of the following
provisions as are relevant:
i. interest;
maturity; conversion; redemption; amortization; sinking fund or
retirement;
ii. any restrictions on
the declaration of dividends or maintenance of any ratio of assets;
iii. any restrictions on the issuance of any
additional securities; and
iv.
names of trustee, its material relationships with registrant or affiliates; the
percentage of class of securities required for trustee to take action, and what
indemnification trustee may require before proceeding to enforce
lien.
d. If securities
other than capital stock or debt securities are being registered, outline
briefly the rights evidenced thereby.
e. Describe also any other material
provisions, presenting all the above in language that is non-technical and
easily understandable.
18. Undertaking to Report Annually to
Stockholders. A statement should be made that: the company's fiscal year ends
on date. A financial report prepared and certified by an independent certified
public accountant or independent public accountant will be sent to all
stockholders each year after the close of the fiscal year. The first report
will be sent to the stockholders before date, and annually thereafter. This
report will include a balance sheet and profit and loss statement for the
preceding fiscal year. This requirement is applicable where securities are
being registered for offering on behalf of the registrant.
19. Plan of Distribution
a. If the securities being registered are to
be offered through underwriters, give the name of the principal underwriters,
and state the respective amounts underwritten. Identify each such underwriter
having a material relationship to the registrant and state the nature of the
relationship. State briefly the nature of the underwriters' obligation to take
the securities.
b. State briefly
the discounts and commissions to be allowed or paid to dealers, including all
cash, securities, contracts, options, warrants, or other consideration to be
received by any dealer in connection with the sale of the securities.
c. Outline briefly the plan of distribution
for any securities being registered which are offered other than through
underwriters.
20.
Pending Legal Proceedings. Briefly describe any material pending legal
proceedings, other than ordinary routine litigation incidental to the business,
to which the registrant or any of it subsidiaries is a party or of which any of
their property is the subject. Include similar information as to any such
proceedings known to be contemplated by governmental authorities.
21. Legal Matters and Statements Made on the
Basis of Named Experts
a. State the name and
address of counsel passing upon the legality of the securities being
offered.
b. State the name and
address of the independent public accountant or independent certified public
accountant who has certified the financial statements of the registrant
included in the registration statement.
c. If an engineer, appraiser or other expert
whose profession gives authority to statements made by him is named in the
prospectus as having prepared a report which is used in connection with the
registration statement, the name and address of such person should be stated
and the statements in the prospectus which are made in reliance upon his
opinion as an expert should be identified clearly.
22. Additional Information. The registrant
shall furnish the name of the governing body from which additional information
not contained in the prospectus, concerning the registrant, may be obtained. A
statement such as the following may be written into the prospectus.
"This prospectus does not contain all the information set
forth in the registration statement which the company has filed with the
Commissioner of Securities of the State of Louisiana, New Orleans, Louisiana,
(or the Securities and Exchange Commission, Washington, D.C. where applicable).
For further information with respect to the Company and the Securities offered
hereby, reference is made to the registration statement, including the exhibits
thereto and the financial statements, notes and schedules filed as a part
thereof. The registration statement may be inspected without charge at the
Office of the Commissioner of Securities, 315 Louisiana State Office Building,
New Orleans, LA 70112, (or Securities and Exchange Commission, Washington, D.C.
20549, where applicable) and copies of all or any part thereof may be obtained
upon payment of the applicable charges."
23. Opinion of Certified Public Accountant.
Reproduce here the statement of the independent public accountant in
certification of the financial statements and notes thereunder.
a. The accountant's certificate shall be
dated, signed manually, and shall identify without detailed enumeration the
financial statements covered by the certificate.
b.
i.
Representations as to the Audit. The accountant's certificate:
(a). shall state whether the audit was made
in accordance with generally accepted auditing standards; and
(b). shall designate any auditing procedures
generally recognized as normal, or deemed necessary by the accountant under the
circumstances of the particular case, which procedures have been omitted, and
the reasons for their omission.
ii. Nothing in this Subsection shall be
construed to imply authority for the omission of any procedure which
independent accountants would ordinarily employ in the course of an audit made
for the purpose of expressing the opinions required by Clause iii
below.
iii. Opinions to be
Expressed. The accountant's certificate shall state clearly:
(a). the opinion of the accountant in respect
of the financial statements covered by the certificate and the accounting
principles and practices reflected therein;
(b). the opinion of the accountant as to any
material changes in accountant principles or practices, or adjustments of the
accounts; and
(c). the nature of,
and the opinion of the accountant as to, any material differences between the
accounting principles and practices reflected in the financial statements and
those reflected in the accounts after the entry of adjustments for the period
under review.
iv.
Exceptions. Any matters to which the accountant takes exception shall be
clearly identified, the exception thereto specifically and clearly stated, and,
to the extent practicable, the effect of each such exception on the related
financial statements given.
24. Financial Statements
a. Furnish a balance sheet of the registrant
as of a date within four months prior to the filing of the registration
statement.
b. Furnish in
comparative columnar form a profit and loss statement and analysis of surplus
for each of the last three fiscal years of the registrant (or for the life of
the registrant and its immediate predecessors, if less) preceding the date of
the balance sheet furnished and for any period subsequent to the latest of such
fiscal years and the date of the balance sheet.
c. If any part of the proceeds of the
offering is to be applied to the purchase of any business furnish, with respect
to such business, the financial statements required in Paragraph
L.24.
d. In accordance with the
Louisiana Revised Statute of 1950, as amended, Section 51:706(C)(13), all
financial statements of the registrant must be prepared by an independent
certified public accountant.