SCOR Form U-7: Description Of Securities
Description
This article is from the Investing Articles: Public Offerings: IPO and DPO series.
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, composed of:
[ ] Other:
15. These securities have:
Yes No
[ ] [ ] Cumulative voting rights
[ ] [ ] Other special voting rights
[ ] [ ] Preemptive rights to purchase in new issues of shares
[ ] [ ] Preference as to dividends or interest
[ ] [ ] Preference upon liquidation
[ ] [ ] Other special rights or preferences (specify):
Explain:
16. Are the securities convertible? [ ] Yes [ ] No
If so, state conversion price or formula.
Date when conversion becomes effective: ___/___/___
Date when conversion expires: ___/___/___
17. (a) If securities are notes or other types of debt securities:
(1) What is the interest rate? ________%
If interest rate is variable or multiple rates, describe:
(2) What is the maturity date? ___/___/___
If serial maturity dates, describe:
(3) Is there a mandatory sinking fund? [ ] Yes [ ] No Describe:
(4) Is there a trust indenture? [ ] Yes [ ] No
Name, address and telephone number of Trustee
(5) Are the securities callable or subject to redemption?
[ ] Yes [ ] No Describe, including redemption prices:
(6) Are the securities collateralized by real or personal property?
[ ] Yes [ ] No Describe:
(7) If these securities are subordinated in right of payment of interest or principal, explain the terms of such subordination.
____________________________________________________________________
____________________________________________________________________
How much currently outstanding indebtedness of the Company is senior to the securities in right of payment of interest or principal? $__________________.
How much indebtedness shares in right of payment on an equivalent (pari passu) basis? $___________________.
How much indebtedness is junior (subordinated) to the securities?
$______________________.
(b) If notes or other types of debt securities are being offered and the Company had earnings during its last fiscal year, show the ratio of earnings to fixed charges on an actual and pro forma basis for that fiscal year. "Earnings" means pretax income from continuing operations plus fixed charges and capitalized interest. "Fixed charges" means interest (including capitalized interest), amortization of debt discount, premium and expense, preferred stock dividend requirements of majority owned subsidiary, and such portion of rental expense as can be demonstrated to be representative of the interest factor in the particular case. The pro forma ratio of earnings to fixed charges should include incremental interest expense as a result of the offering of the notes or other debt securities.
Last Fiscal Year
Actual Pro Forma
Minimum Maximum
"Earnings" =
"Fixed Charges"
If no earnings,
show "Fixed Charges" only
Note: Care should be exercised in interpreting the significance of the ratio of earnings to fixed charges as a measure of the "coverage" of debt service, as the existence of earnings does not necessarily mean that the Company's liquidity at any given time will permit payment of debt service requirements to be timely made. See Question Nos. 11 and 12. See also the Financial Statements and especially the Statement of Cash Flows.
18. If securities are Preference or Preferred stock:
Are unpaid dividends cumulative? [ ] Yes [ ] No
Are securities callable? [ ] Yes [ ] No Explain: ___________________________________
_________________________________________________________________________________
_________________________________________________________________________________
_________________________________________________________________________________
Note: Attach to this Disclosure Document copies or a summary of the charter, bylaw or contractual provision or document that gives rise to the rights of holders of Preferred or Preference Stock, notes or other securities being offered.
19. If securities are capital stock of any type, indicate restrictions on dividends under loan or other financing arrangements or otherwise:
_________________________________________________________________________________
_________________________________________________________________________________
_________________________________________________________________________________
20. Current amount of assets available for payment of dividends (if deficit must be first made up, show deficit in parenthesis): $________________.
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