Posts Tagged ‘go public’

Regulation D, Under Sections 4(2) and 3(b) of the Securities Act of 1933, the SEC adopted Regulation D to coordinate the various limited offering exemptions and to streamline the existing requirements applicable to private offers and sales of securities. The Regulation establishes three exemptions from registration in Rules 504, 505, and 506.

Rule 504, which provides an exemption for non-reporting companies unless they are “blank check” issuers or certain “shells”, stipulates that: The sale of up to $1,000,000 of securities in a 12-month period is permitted provided that there is no general solicitation, the securities sold are restricted securities and cannot be resold except pursuant to a registration statement or exemption, and a notice must be filed with the SEC within 15 days after the first sale. Rule 504 does not provide an exemption under any state laws. In certain limited circumstances where an offering is conducted under state accredited investor exemptions, securities offered under Rule 504 may be freely transferrable. Unlike Rules 505 and 506, Rule 504 does not mandate that specified disclosure be provided to purchasers. Nonetheless, the business person should take care that sufficient information is provided to meet the full disclosure obligations which exist under the antifraud provisions of the securities laws.

Rule 505 was adopted by the SEC to provide small businesses more flexibility in raising capital than under Rule 504 – but without the uncertainty of determining the quality of the purchasers that generally is involved in using Rule 506. Rule 505 provides issuers a limited offering exemption for sales of securities totaling up to $5 million in any 12-month period.

Rule 505 contains certain restrictions regarding “accredited investors” and non-accredited persons. The-term “accredited investor” includes:

Banks, insurance companies, registered investment companies, business development companies, or small business investment companies; Certain employee benefit plans for which investment decisions are made by a bank, insurance company, or registered investment adviser; Any employee benefit plan (Within the meaning of Title I of the Employee Retirement Income Security Act) with total assets in excess of $5 million; Charitable organizations, corporations or partnerships with assets in excess of $5 million; Directors, executive officers, and general partners of the issuer; Any entity in which all the equity owners are accredited investors; Natural persons with a net worth of at least $1 million; Any natural person with an income in excess of $200,000 in each of the two most recent years or joint income with a spouse in excess of $300,000 for those years and a reasonable expectation of the same income level in the current year; and Trusts with assets of at least $5 million, not formed to acquire the securities offered, and whose purchases are directed by a sophisticated person.

If the issuer sells any securities to non-accredited investors, it must furnish to all investors the same type of information as required by Regulation A. It must also furnish audited financial statements.

If an issuer other than a limited partnership cannot obtain audited financial statements without unreasonable effort or expense, only the issuer’s balance sheet (to be dated within 120 days of the start of the offering) must be audited.

Limited partnerships unable to obtain required financial statements without unreasonable effort or expense may furnish financial statements prepared on the basis of federal income tax requirements and examined and reported on by an independent public or certified accountant in accordance with generally accepted auditing standards; and The issuer must also be available to answer questions by prospective purchasers about the issuer or the offering.

Further restrictions under Rule 505 include:

The total offering price of each issue of securities may not exceed $5 million. The offering may not be made by means of general solicitation or general advertising. The issuer may sell the securities to an unlimited number of “accredited investors” and to 35 non-accredited persons. There are no requirements of “sophistication” or “wealth” for persons to whom the securities are sold. A company must take any necessary steps to ensure that the purchasers are acquiring securities for investment only, not for resale. The securities are thus “restricted” and investors must be informed that they may not be able to sell except pursuant to a registration statement or exemption from registration. The issuer is not required to file any offering materials with the Commission. Fifteen days after the first sale in the offering, the issuer must file a notice of sales on Form D. The notice also contains an undertaking under this Rule for the issuer to furnish the Commission, upon its staff s request, any information given to non-accredited purchasers in connection with the offering. Rule 505 does not provide an exemption from state securities laws.

SEC Rule 506 offers and sales of securities by an issuer that satisfy the conditions stated below are deemed transactions not involving any public offering within the meaning of Section 4(2) of the Securities Act. For an offering to be considered exempt from the registration requirements, Rule 506 stipulates: There is no ceiling on the amount of money which may be raised. No general solicitation or general advertising is permitted. The issuer may sell its securities to an unlimited number of accredited investors and 35 non accredited purchasers. Unlike Rule 505, all non-accredited purchasers (either alone or with a purchaser representative) must be sophisticated – that is, have sufficient knowledge and experience in financial and business matters to render them capable of evaluating the merits and risks of the prospective investment. The term “accredited investor” is defined under Rule 505.

If the issuer sells any securities to non-accredited investors, it must furnish to all investors the same type of information as required by Regulation A. It must also furnish the same financial information as would be required by registration on Form S-1.

If the issuer cannot obtain audited financial statements without unreasonable effort or expense, then financial statements may be provided in accordance with the special treatment described under Rule 505.

The securities sold are “restricted” under the same stipulations in Rule 505.

A company is required to file a notice of the offering on Form D at SEC headquarters within 15 days after the first sale in the offering. All states except New York provide an exemption from state securities laws for offerings under Rule 506 but the company must file a copy of the Form D and pay a filing fee in each state. New York has a distinctive law which makes a Rule 506 offering within that state impractical.

Accredited Investor Exemption

The Small Business Investment Incentive Act of 1980 created a new statutory exemption from registration under the Securities Act for transactions involving offers and sales of securities by any issuer solely to one or more “accredited investors.” Under Section 4(6):

The total offering price of each issue of securities under the exemption may not exceed the limit on small offerings set by Section 3(b) the Securities Act, which currently is $5 million per issue. The offering may not be made by means of any form of advertising or public solicitation.

The term “accredited investor” is defined to include the same individuals and entities as included for purposes of Rules 505 and 506. The issuer is required to file a notice of sales on Form D with the Commission 15 days after the initial sale is made in reliance on the exemption.

Go Public With Your Company, call Princeton Corporate Solutions at 267-233-0183Take Your Company Public the easy way!

As a publicist I’m constantly barraged with the latest and greatest way to get my client’s brand out to the public in an orderly yet expedient manner. Fly-by-night methods and organizations come and go, yet the original promotional concepts that yield that greatest results are still at the forefront of the publicity industry, they’ve just evolved and taken a different shape.

Pursuing to the emotional pressure points of the populace while weaving a web of information and post hypnotic cues through the cynical conscious minds to the unconscious faculty of legions of oblivious targets (oops! I mean ‘potential customers’) is still the name of the game. Television, the visual stimulus that fed exhausted, lackluster minds with a temporary, emotional escape from reality has been replaced by web-mercials and the fast pace of viral media.

The intellectuals that would gather facts on industry, politics and special interest concepts once supplied by the New Yorker and the New York Times is now replaced by the 24/7 information tornado of Web 2.0. Those colorful ads in Time and the Sunday paper have been overshadowed by interactive flash ads that cater to the senses of sight and sound. And of course the idiot radio DJ that would spit out grotesque and perverted one-liners while simultaneously converting the listeners mind matter to mush has been replaced by special interest audio and video Podcasts.

The reactions and actions of the population have kept the same structure, but the adaptability and ability to absorb messages has evolved. When marketing to the masses the path to the decision making sector of the mind is still initiated with a single stimulus such as an image, sound or scent. When the attention is attracted, keep that initial stimuli active like the hypnotic dance of the cobra, then use the other senses to input messages for instant or future action, in most cases this action is a purchase.

Using radio and TV to promote a business on a shoestring or unlimited budget is like passing up a brand new luxury sedan for a’85 Hyundai. These methods are out of date and should only be used as modest forms of passive branding while the heavy lifting of promotional branding and call to action publicity marketing should be done with online video, social and news bookmarking, press release distribution, blogging, unique article distribution, Podcasts and other innovative white-hat methods that cater to habits of modern man.

Want to find out more about Publicity Marketing, then visit Princeton Corporate Solutions website at Princeton Corporate Solutions

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Here’s the deal, if find yourself paying your publicist to hit up radio, print media and television executives to give you a minute and insignificant slot in their barrage of media hodgepodge so you can go in, suck down your pride, look like an idiot to the masses then walk away with your tail tucked between your legs it’s time to wake up and experience the cutting edge hybrid publicity marketer and all the power that goes with it.

The truth is that the industries of the publicist and the advertising firm have merged into one, crystal clear beacon of light that has transformed the promotional industry forever. Publicity marketers are a very small and difficult to find group of online promotion guerillas that blast the internet with everything that the search engine craves and more so that your company comes up over and over again on the natural search results for industry specific keyword phrases that demand attention.

There are no spam or black hat methods at work. Publicity marketers grew up as personal computers became popular and were in college in the’90’s during the internet boom. These were the guys that kept companies moving after the tech crash and soon, their services became valuable to venture capital firms with IPOs to publicize, viral media to cater to the promotional needs of video game and film companies with a new hit and corporations that needed rapid reputation repair or solutions to a hostile competitor that was taking more than it’s share of a niche market.

The publicity marketer magician has the creative capacity to touch on the emotional programming of the consumer while simultaneously and gently cornering them in a way to trigger that internal purchasing mechanism that exists in the subconscious mind of every man, women and child. Real publicity marketers can take any company, concept or brand and make it an online sensation in a very short time.

The publicity marketer is the new generation, web 2.0 promotional guru. If you’re still paying separate companies for your publicity and advertising needs, it’s time to track down a publicity marketer for one, ultra-powerful, turnkey solution that will start generating results immediately.

Ready to make a name for yourself? Publicity Marketing, is the way. Visit Princeton Corporate Solutions site or call 267-233-0183 Business Publicity at it’s finest