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Investing Articles: Public Offerings: IPO and DPO



A selection of Investing Articles on Initial and Direct Public Offerings

-What Is Going Public?
Basically, going public (or participating in an initial public offering or IPO) is the process in which a business owned by one or several individuals is converted into a business owned by many. ...
-IPO: The Mechanics Of Stock Offerings
The Securities Act of 1933, also known as the Full Disclosure Act, the New Issues Act, the Truth in Securities Act, and the Prospectus Act ...
-IPO: The Underwriting Process
The underwriting process begins whith the decision of what type of offering the company needs. The company usually consults with an investment banker to determine how best to structure the ...
-IPO's in the Real World
Of course knowing the logistics of how IPO's come to market is all fine and dandy, but the real question is, are they a good investment? That does tend to be a tricky issue. On one hand there are ...
-Positioning your Company to become an IPO
Becoming a public entity forever changes the way your company does business. Going public--offering a privately owned company's securities for sale to the general public--is an enormous decision ...
-IPO: What you Can and Can't Say
During the Quiet Period there are certain things company management can and cannot say or release to the public. During this period, management is strictly bound by the information contained in ...
-IPO: What you Can and Can't Say: Other Material Which May Be Included
The 1933 Act also sets forth other information which can be included and the parameters of the release. The price of the security, or if the price is not known, the method of its determination or ...
-Positioning your Company to become an IPO
Becoming a public entity forever changes the way your company does business. Going public--offering a privately owned company's securities for sale to the general public--is an enormous decision ...
-IPO: Types of Offerings and Estimates of Costs
REGULATION A Regulation A Offering Process. Regulation A promulgated by the SEC allows the public issuance of securities without registration with the SEC. In the stead ...
-IPO: Estimates of Costs And Expenses
Estimated Costs. The offerings with the least initial up-front costs are the offerings that allow an issuer to test the waters by soliciting public indications of interest prior to ...
-Direct Public Offering -- A Viable Financing Option For SmallBusinesses
More and more small businesses, frustrated with trying to attract investment capital from traditional sources such as investment bankers, venture capitalists and wealthy individuals, are deciding ...
-Direct Public Offering: Information for the Offering: 1
The Company 27.1(a) Exact corporation name, state and date of incorporation, street address of principle office, company telephone number, fiscal year, and the name of the person to ...
-Direct Public Offering: Information for the Offering: 2
Use Of Proceeds 27.9 Set forth the use of the proceeds from this offering: 27.10(a) If material amounts of funds from sources other than this offering are to be used in ...
-Direct Public Offering: Information for the Offering: 3
Dividend, Distribution, And Redemptions 27.28 If the Company has within the last 5 years paid dividends, made distributions upon its stock, or redeemed any securities, explain how much ...
-Direct Public Offering: Information for the Offering: 4
Litigation 27.43 Describe any past, pending, or threatened litigation or administrative action which has had or may have a material effect upon the Company's business. Federal ...
-Direct Public Offering: Types of Offerings
Several alternatives exist for raising the capital: Types of Offerings (not including SEC registered public offerings or Rule 147 offerings) (1) Private Placement (...
-Direct Public Offering: Estimates of Costs
Costs and Expenses The offering with the least initial up-front costs are the offerings that allow an issuer to test the waters by soliciting public indications of ...
-Direct Public Offering: Regulation D
Comparison Chart REGULATION D Reg. #230.501. As used in Regulation D (#230.501-230.508), the following terms shall have the meaning indicated: (a) Accredited ...
-Direct Public Offering: Regulation D - 2
(2) A corporation, partnership or other entity shall be counted as one purchaser. If, however, that entity is organized for the specific purpose of acquiring the securities offered and is not an ...
-Direct Public Offering: Regulation D - 3
Note 1: A person acting as a purchaser representative should consider the applicability of the registration and antifraud provisions relating to brokers and dealers under the Securities Exchange ...
-Direct Public Offering: Regulation D - 4
(2) Type of information to be furnished. (i) If the issuer is not subject to the reporting requirements of section 13 or 15(d) of the Exchange Act, at a reasonable time prior to the sale ...
-What is SCOR?
SCOR (Small Corporate Offering Registration) is a do-much-of-it-yourself securities registration document (prospectus) in the form of a 50-question form designed so that knowledgeable ...
-How Much does SCOR cost?
Depending on the knowledge and patience of the company's management, a DPO can be prepared and registered for a few thousand dollars if management can do most of the work itself. Accounting ...
-SCOR Offering
SCOR (Small Corporate Offering Registration) is a do-much-of-it-yourself securities registration document (prospectus) in the form of a 50-question form designed so that ...
-SCOR FAQ
The SCOR Program signals a notable breakthrough in small business financing. Many state securities divisions have adopted a question and answer registration to enable corporations to raise up to ...
-SCOR FAQ. Part 2
1. What is a SCOR LPO (Small Corporate Offering Registration, Limited Public Offering)? A SCOR LPO is a vehicle that permits companies to raise up to $1 million in equity funds ...
-SCOR FAQ. Part 3
7. What is the difference between a private placement and a SCOR LPO? There are two substantial differences between a private placement and a SCOR offering: a. A SCOR may be ...
-SCOR FAQ. Part 4
10. Can the stock be sold to customers? Certainly and in cases where the product is retailed, we recommend it. It can be a great marketing tool to sell more of your product or ...
-SCOR FAQ. Part 5
15. Can the company fund its SCOR offering through bridge financing? The offering can be funded by such methods as an SBA LOW DOC loan or raising the money by a ...
-SCOR: Registration Instructions
This is part of a larger Initial Public Offering - IPO The Small Business Investment Act of 1980 (contained in Section 19 of the 1933 Securities Act) made certain changes to the Federal ...
-SCOR: Registration Instructions. Part 2
Many companies try to raise the full $1,000,000 in their SCOR offering. However, they are unable to do so. The first thing the business owner should do is set their escrow level to the minimum ...
-What is a SCOR Report?
SCOR Report is the only publication that covers all aspects of small business finance. We do it in 14 issues a year at a cost of $280. Each month, we canvass the state regulators to find out the ...
-SCOR vs. Private Placements
If you want to raise equity capital and take your company public, filing a SCOR (Small Corporate Offering Registration) or a Private Placement are both relatively low-cost alternatives to filing ...
-SCOR vs. Private Placements. Part 2
4. Procedures Costs Private Placements Companies registering for a private placement must file different disclosure documents in each ...
-SCOR Filings and the States
The SCOR filing process and performance varies widely among the states. For example, almost 40% (190 of 476) of the approvals have occurred in just four states: Iowa, North Carolina, South ...
-Small Corporate Offering Registration Form (Form U-7)
as adopted by NASAA on April 29, 1989 Instructions For Use of Form U-7 (Not Part of Disclosure Document) Printing this file will provide you a complete Form U-7. I. <...
-SCOR Form: II. Qualification for Use of Form
To be eligible to use Form U-7, a Company must comply with each of the following requirements. A. The Company must be a corporation organized under the laws of one of the states or ...
-SCOR Form: III. General Requirements For Use of Form
A. The Form U-7 when properly filled in, signed and submitted, together with the exhibits scheduled below and a Form U-1 Uniform Application to Register Securities, constitutes an application for ...
-SCOR Form: IV. Instructions as to Specific Captions and Questions
BE VERY CAREFUL AND PRECISE IN ANSWERING ALL QUESTIONS. GIVE FULL AND COMPLETE ANSWERS SO THAT THEY ARE NOT MISLEADING UNDER THE CIRCUMSTANCES INVOLVED. DO NOT DISCUSS ANY FUTURE PERFORMANCE OR ...
-SCOR Form: V. Exhibits
There shall be filed with the Administrator at the same time as the filing of the Form U-7 copies of each of the following documents to the extent applicable as exhibits to which the Administrator ...
-SCOR Form U-7
FORM U-7 DISCLOSURE DOCUMENT ...
-SCOR Form U-7: Risk Factors
2. List in the order of importance the factors which the Company considers to be the most substantial risks to an investor in this offering in view of all facts and circumstances or which ...
-SCOR Form U-7: Business And Properties
3. With respect to the business of the Company and its properties: (a) Describe in detail what business the Company does and proposes to do, including what products or goods are or ...
-SCOR Form U-7: Offering Price Factors
If the securities offered are common stock, or are exercisable for or convertible into common stock, the following factors may be relevant to the price at which the securities are being offered....
-SCOR Form U-7: Use Of Proceeds
9. (a) The following table sets forth the use of the proceeds from this offering: If Minimum If Maximum Sold Amount % Amount % Total ...
-SCOR Form U-7: Capitalization
13. Indicate the capitalization of the Company as of the most recent balance sheet date (adjusted to reflect any subsequent stock splits, stock dividends, recapitalizations or refinancings) and as ...
-SCOR Form U-7: Description Of Securities
14. The securities being offered hereby are: [ ] Common Stock [ ] Preferred or Preference Stock [ ] Notes or Debentures [ ] Units of two or more types of securities,...
-SCOR Form U-7: Plan Of Distribution
21. The selling agents (that is, the persons selling the securities as agent for the Company for a commission or other compensation) in this offering are: Name: Name: Address: ...
-SCOR Form U-7: Dividends, Distributions And Redemptions
28. If the Company has within the last five years paid dividends, made distributions upon its stock or redeemed any securities, explain how much and when: ...
-SCOR Form U-7: Directors Of The Company
33. Number of Directors: ______________ If Directors are not elected annually, or are elected under a voting trust or other arrangement, explain: 34. Information concerning outside or ...
-SCOR Form U-7: Principal Stockholders
37. Principal owners of the Company (those who beneficially own directly or indirectly 10% or more of the common and preferred stock presently outstanding) starting with the largest common ...
-SCOR Form U-7: Management Relationships, Transactions And Remuneration
39. (a) If any of the Officers, Directors, key personnel or principal stockholders are related by blood or marriage, please describe. (b) If the Company has made loans to or is doing ...
-SCOR Form U-7: Litigation
43. Describe any past, pending or threatened litigation or administrative action which has had or may have a material effect upon the Company's business, financial condition, or operations, ...
-SCOR Form U-7: Financial Statements
46. Attach reviewed or audited financial statements for the last fiscal year and unaudited financial statements for any interim periods thereafter. If since the beginning of the last fiscal year ...
-IPO Glossary of Terms: Part 1
Initial Public Offering The first time a company going public offers their stock on the open market, is called an IPO. Underwriting Group A temporary ...
-IPO Glossary of Terms: Part 2
Sophisticated Investor Investors that meet the standards for participation in a non-public offering under Section 4(2) of the Securities Act of 1933, as amended (Act), ...
-IPO Glossary of Terms: Part 3
Accredited Investor Accredited Investor shall mean any person who come within any of the following categories, or who the issuer or Broker/Dealer reasonably believes ...
-IPO Glossary of Terms: Part 4
Regulation S [General Statement] Reg. 230.901. For the purposes only of section 5 of the Act (15 U.S.C. 77e), the terms offer, offer to sell, sell,&...
-IPO Glossary of Terms: Part 5
Regulation S. Continued (5) Notwithstanding paragraph (b)(1) of this section, bona fide visits to real estate, plants or other facilities located in the United States and tours thereof ...
-IPO Glossary of Terms: Part 6
Regulation S. Continued (h) Offering Restrictions. Offering restrictions means: (1) each distributor agrees in writing that all offers and sales of the securities ...









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