La. Admin. Code tit. 10 § XIII-1103
Current through Register Vol. 50, No. 12, December 20, 2024
Section XIII-1103 - Form A. Schedule A-Outline of ProspectusA. Front Cover-Preface. The following is the form of the outline of a prospectus as suggested by the Commissioner of Securities of the State of Louisiana. This form is a suggested guide only and is not intended to limit disclosure in any manner where appropriate or necessary. The Commissioner of Securities of the State of Louisiana reserves the right to require additional disclosure. 1. Description of Securities Being Offered: PROSPECTUS
THE ______________________ COMPANY
000,000 (Number of Shares) of Capital Stock
Par Value $0.00 per share
$000,000 (Total Principal Amount) of Debt Securities
Face Amount $0.00 per unit
a. When more than one security is offered in units, describe briefly but clearly, the composition of such units. B. Speculative Securities. There shall be set forth on the outside front cover page of every prospectus relating to a registrant under this law which: 1. has not been engaged in the business in which it is then engaged in for five years; or2. has not had a net profit in each of the last three years, the following statement in capital letters printed in bold-face Roman type at least as large as 10-point modern type and at least two points leaded: THESE SECURITIES INVOLVE A HIGH DEGREE OF RISK
C. Information Relative to Description of Securities1. Describe herein the securities or units which will be sold through this prospectus. If only one type of security; i.e., common stock, debentures, shares of beneficial interest, etc. is to be sold in this offering, then the description given in Paragraph A.1 will be sufficient.2. If present shareholders are selling their securities, the number and type of the securities to be sold by the shareholders and by the registrant should be clearly stated here. D. Determination of the Public Offering Price1. If there has been no public market prior to this offering, the statement below, or one similar to it should follow here: "Prior to this offering there has been no public market for the company's common stock. The public offering price has been arbitrarily determined solely by negotiations between the company, the selling shareholders (if applicable), and the underwriters."
2. If the company plans to apply for an exchange listing of the securities it is selling via this prospectus, then this should be stated herein. E. The following statements shall be set forth on every prospectus in capital letters printed in bold-face Roman type at least as large as 10-point modern type and at least 1-points leaded: THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE COMMISSIONER OF SECURITIES OF THE STATE OF LOUISIANA (or-THE SECURITIES and EXCHANGE COMMISSION-If the offering is registered with the United States Securities and Exchange Commission) NOR HAS THE COMMISSIONER OF SECURITIES OF THE STATE OF LOUISIANA (or-THE SECURITIES EXCHANGE COMMISSIONER-if the offering is registered with the United States Securities and Exchange Commission) PASSED UPON ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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. G. Special Features of the Offering. If any of the following are involved in this offering, a statement setting out each such feature shall be printed in capital letters in bold-face Roman type at least as large as 10-point modern type and at least 2-point leaded: 1. SPECIAL RISKS CONCERNING THE COMPANY-should be in similar 10-point type. (Refer readers to "Introductory Statement-Risk Factors.")2. SUBSTANTIAL IMMEDIATE DILUTION OF THE INVESTMENT MADE BY THE PURCHASERS OF THE SHARES OFFERED HEREBY. (Refer Readers to "Introductory Statement-Dilution.")3. SIGNIFICANT ADDITIONAL UNDERWRITING COMPENSATION THROUGH THE SALE TO name of the underwriter, THE REPRESENTATIVE OF THE UNDERWRITERS, (Relate here to the reader any warrants, stock options, or other such securities sold to the underwriter as additional compensation.) (Refer the reader to "Underwriting" for a description of such warrants, options, etc.) H. Nature of Offering. State clearly the nature of the underwriter's obligation to take the securities.I. Underwriter. The name of the underwriter should follow here in bold-face roman type at least as large as 10-point modern type and at least 2-point leaded. The address of the underwriter and the effective date of the prospectus should also be stated here. For intrastate issues, the following statement must appear in capital letters, printed in bold-face roman type at least as large as 10-point modern type and at least 2-point leaded: THESE SECURITIES ARE OFFERED BY PROSPECTUS ONLY TO BONA FIDE RESIDENTS OF LOUISIANA.
J. Example of the Front Cover 200,000 Shares
NO NAME COMPANY, INC.
Common Stock
($.10 Par Value)
THESE SHARES INVOLVE A HIGH DEGREE OF RISK
The company has not heretofore actively engaged in business and is in the process of commencing operations. Prior to this offering there has been no market for its common stock. The public offering price of the common stock offered hereby has been arbitrarily determined by negotiation between the company and the underwriters. The underwriters are offering these shares on a firm-commitment basis, subject to certain conditions referred to below.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
| Price to Public | Underwriting Discounts or Commissions(1) | Proceeds to Company(2) |
Per Share | $ | $ | $ |
Total | $ | $ | $ |
1. The company has agreed to reimburse the representative of the underwriters for its costs in connection with this offering, up to a maximum of $ ______________ ($ per share), which is included in the foregoing table. The table does not include substantial additional underwriting compensation to be received by the representative through the issuance to it of warrants. See c. below.2. Before deducting expenses estimated at $ . . . . . . . . This offering involves the following. a. Special Risks Concerning the Company. See "Introductory Statement-Risk Factors" on page 3.b. Substantial immediate dilution of the investment made by the purchasers of the shares offered hereby. See "Introductory Statement-Dilution" on page 4.c. Significant additional underwriting compensation through the sale to ________, the representative of the underwriters, for __________ of warrants to purchase ________ shares of the company's common stock, exercisable during the four-year period commencing one year from the date of this prospectus. See "Underwriting" on page 16. The shares of common stock are offered when, as and if delivered to and accepted by the underwriters, subject to prior sale, to approval of certain legal matters by counsel for the company and by counsel for the underwriters and to certain other conditions.
JOHN DOE SECURITIES CORPORATION
The date of this Prospectus is . . . . . . . . . . . 1970
K. Inside Front Cover or Back Cover1. Statements Relative to Offers or Solicitations of Sale by Prospectus a. There shall be set forth on the inside front cover or the rear cover of every prospectus the following statements in capital letters printed in bold-face roman type. i. No dealer, salesman or other person has been authorized to give any information or to make any representations, other than those contained in this prospectus, in connection with the offer contained in this prospectus, and, if given or made, such information or representations must not be relied upon as having been authorized by the company or the underwriter. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of the securities by anyone, in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state, or in which the person making such offer or solicitation is not qualified to do so, or to any person to whom it is unlawful to make such offer or solicitation. Neither the delivery of this prospectus nor any sale made hereunder shall, under any circumstances, create an implication that there has been no change in the affairs of the company since the date hereof.ii. This prospectus does not contain all of the information set forth in the registration statement filed with the Commissioner of Securities of the State of Louisiana, New Orleans, LA 70112 (or Securities and Exchange Commission, Washington, D.C. 20549, where applicable). For further information with respect to the company and the securities offered by this prospectus, reference is made to the registration statement, including the financial statements, schedules and exhibits filed as a part thereof.b. There shall also be set forth on the inside front cover of every prospectus dealing in a firm commitment offering the following or similar statement printed in bold-face type. For a period of 90 days from the date of this prospectus, all dealers effecting transactions in the registered securities, whether or not participating in this distribution, may be required to deliver a prospectus. This is in addition to the obligation of dealers to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.
2. Table of Contents a. This table has been set forth as a guide for the assistance of the registrant and may be varied from by the particular registrant. Sections that do not apply should be omitted and additional Sections should be added where applicable. In all cases list all Sections with its corresponding page number. TABLE OF CONTENTS
| ITEM | PAGE NO. |
| Introductory Statement | __________________ |
| 1. | Background of the Registrant | __________________ |
| 2. | Risk Factors | __________________ |
| 3. | Dilution | __________________ |
| Application of Proceeds | __________________ |
| Capitalization | __________________ |
| Summary of Earnings | __________________ |
| Dividends | __________________ |
| 1. | Price Range of Common Stock | __________________ |
| Description of Business | __________________ |
| 1. | Proposed Business | __________________ |
| 2. | Products | __________________ |
| 3. | Supplies | __________________ |
| 4. | Servicing | __________________ |
| 5. | Backlog | __________________ |
| 6. | Patents | __________________ |
| 7. | Competition | __________________ |
| 8. | Employees | __________________ |
| 9. | Customers | __________________ |
| 10. | Foreign Sales | __________________ |
| 11. | Company Growth | __________________ |
| 12. | Recent Developments | __________________ |
| 13. | Etc. | __________________ |
| Description of Property | __________________ |
| Regulations | __________________ |
| Management | _____________________ |
| 1. | Directors and Executive Officers | __________________ |
| 2. | Positions held | __________________ |
| 3. | Qualifications | __________________ |
| 4. | Remuneration | __________________ |
| 5. | Stock Option Plan | __________________ |
| Principal Holders of Equity Securities | __________________ |
| Certain Transactions | __________________ |
| 1. | Escrow Provisions | __________________ |
| 2. | Sales Otherwise than for cash | __________________ |
| 3. | Selling Securities Holders | __________________ |
| Description of Securities | __________________ |
| Being Registered | __________________ |
| 1. | Undertaken to report annually | __________________ |
| to stockholders | __________________ |
| Underwriting | __________________ |
| Opinions | __________________ |
| 1. | Legal Opinions | __________________ |
| 2. | Experts Opinions | __________________ |
| 3. | Additional Information | __________________ |
| Report of Independent | __________________ |
| Public Accountants | __________________ |
| Financial Statements | __________________ |
| 1. | Balance Sheets | __________________ |
| 2. | Statement of operating expenses | __________________ |
| 3. | Notes to Financial Statement | __________________ |
3. Statement as to Stabilizing a. If the registrant or any of the underwriters knows or has reasonable grounds to believe that there is an intention to overallot or that the price of any security may be stabilized to facilitate the offering of the registered securities, there shall be set forth, either on the outside front cover page or on the inside front cover page of the prospectus, a statement in substantially the following form, subject to appropriate modifications where circumstances require. Such statement shall be in capital letters, printed in bold-face roman type at least as large as 10-point modern type and at least 2-point leaded. IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER ALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF (identify each class of securities in which such transactions may be effected) AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
b. If the stabilizing began prior to the effective date of the registration, set forth in the prospectus the amount of securities bought, the prices at which bought and the period within which they were bought. 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; andiii. 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 Transactionsa. 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 Registereda. 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; andiv. 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 Expertsa. 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.La. Admin. Code tit. 10, § XIII-1103
Adopted by the Commissioner of Securities, November 9, 1971.AUTHORITY NOTE: Promulgated in accordance with R.S. 51:706.