prospectus, other than an offering circular to be utilized pursuant to a
Regulation A offering pursuant to the Securities Act of 1933, filed as a part
of any application for registration by qualification shall contain the
following material which shall appear on the front page of the prospectus:
NAME OF ISSUER
Total Shares Offered
(Same in Indiana if different from above)
|| Price to Public
|| Underwriting or Selling Commission
|| Net Proceeds to Issuer After Expenses Estimated at $
| Per Share or Unit:
THESE ARE SPECULATIVE SECURITIES
THE INDIANA SECURITIES DIVISION HAS NOT IN ANY WAY PASSED
UPON THE MERITS OR
QUALIFICATIONS OF OR RECOMMENDED OR GIVEN APPROVAL TO, THE
SECURITIES HEREBY OFFERED,
OR PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
NAME OF UNDERWRITER NAME OF RESIDENT AGENT
The date of this prospectus is:
The following information shall, to the extent applicable, appear in the
prospectus under appropriate captions or headings:
The introductory paragraph should contain
a brief statement covering the following areas (if applicable):
(A) The corporation will face competition
that will have substantially greater capital and more experienced
(B) Success or failure
of a new corporation depends largely on the ability of management.
(C) Securities of small, newly-established
corporations are not readily marketable after the primary issue is closed and
often remain not marketable until a time as the corporation has established a
large number of shareholders.
The corporation is under no obligation to repurchase securities once sold and
does not intend to make any repurchases.
The following information about the
(A) The name, address, and form of
organization of the issuer.
state or foreign country in which organized and the date of its
(C) If the issuer has
not yet begun business, a statement to that effect, a statement as to any
events on which the beginning is contingent, and a statement as to the expected
date of commencement.
statement as to the general character of its business or businesses and the
places where the business or businesses are conducted.
(E) A statement of the general competitive
conditions in the industry in which the issuer is or will be engaged.
If the issuer or its shareholders are
subject to any unusual:
(ii) state; or
tax treatment, a statement as to the effect of this
(3) A statement as to the application of the
proceeds of the offering as set out in IC
other than the raising of funds for the application.
A section on management's discussion and
analysis of financial condition containing the following information:
A discussion of the issuer's:
(i) financial condition;
(ii) changes in financial condition;
results of operations.
The discussion shall provide information as specified in
clause (B)(i) through (B)(iii) and also shall provide any other information
that the issuer believes to be necessary to an understanding of its financial
condition. Discussions of liquidity and capital resources may be combined
whenever the two (2) topics are interrelated. Where in the issuer's judgment a
discussion of segment information or of other subdivisions of the issuer's
business would be appropriate to an understanding of the business, the
discussion shall focus on each relevant, reportable segment or other
subdivision of the business and on the registrant as a whole.
Required discussion of the
Identify any known liquidity
(DD) events; or
that will result in or that are reasonably likely to result
in the registrant's liquidity increasing or decreasing in any material way. If
a material deficiency is identified, indicate the course of action that the
registrant has taken or proposes to take to remedy the deficiency. Also
identify and separately describe internal and external sources of liquidity,
and briefly discuss any material unused sources of liquid assets.
concerning capital resources:
description of the issuer's material commitments for capital expenditures as of
the end of the latest fiscal period, with an indication of the general purpose
of the commitments and the anticipated source of funds needed to fulfill the
(BB) A description of
any known material trends, favorable or unfavorable, in the issuer's capital
resources. Include in that description any expected material changes in the mix
and relative cost of the resources. The discussion shall consider changes
between equity, debt, and any off-balance sheet financing
following concerning results of operations:
(AA) A description of any unusual events or
transactions or any significant economic changes that materially affected the
amount of reported income from continuing operations and, in each case,
indicate the extent to which income was so affected. In addition, describe any
other significant components of revenues or expenses that, in the registrant's
judgment, should be described in order to understand the registrant's results
(BB) A description
of any known trends or uncertainties that have had or that the registrant
reasonably expects will have a material impact, whether favorable or
unfavorable, on net sales, revenues, or income from continuing operations. If
the issuer knows of events that will cause a material change in the
relationship between costs and revenues (including known future increases in
costs of labor or materials, price increases, or inventory adjustments), the
change in the relationship shall be disclosed.
(CC) To the extent that the financial
statements disclosure of material increases in net sales or revenues, including
a narrative discussion of the extent to which the increases are attributable to
increases in prices or to increases in the volume or amount of goods or
services being sold or to the introduction of new products or
(DD) For the three (3)
most recent fiscal years of the issuer, or for those fiscal years in which the
issuer has been engaged in business, whichever period is shorter, a discussion
of the impact of inflation and changing prices on the registrant's net sales
and revenues and on income from continuing operations.
A description of
the business and property of the issuer including the following:
A description of the general development
of the business of the registrant, its subsidiaries, and any predecessor or
predecessors during the past five (5) years, or a shorter period as the
registrant may have been engaged in business. Information shall be disclosed
for earlier periods if material to an understanding of the general development
of the business.
developments, information shall be given as to matters including the following:
(AA) The year in which the registrant was
organized and its form of organization.
(BB) 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
material reclassification, merger, or consolidation of the registrant or any of
its significant subsidiaries.
The acquisition or disposition of any material amount of assets otherwise than
in the ordinary course of business.
(DD) Any material changes in the mode of
conducting the business.
Describe, if formulated, the issuer's
plan of operation for the remainder of the fiscal year, if the registration
statement is filed prior to the end of the issuer's second fiscal quarter.
Describe, if formulated, the issuer's plan of operation for the remainder of
the fiscal year and for the first six (6) months of the next fiscal year if the
registration statement is filed subsequent to the end of the second fiscal
quarter. If the information is not available, the reasons for its not being
available shall be stated. Disclosure relating to any plan should include
matters as the following:
(AA) A statement in
narrative form indicating the issuer's opinion as to the period of time that
the proceeds from the offering will satisfy cash requirements and whether in
the next six (6) months it will be necessary to raise additional funds to meet
the expenditures required for operating the business of the issuer. The
specific reasons for the opinion shall be set forth and categories of
expenditures and sources of cash resources shall be identified; however,
amounts of expenditures and sources of cash resources need not be provided. In
addition, if the narrative statement is based on a cash budget, the budget
should be furnished to the division as supplemental information, but not as a
part of the registration statement.
(BB) An explanation of material product
research and development to be performed during the period covered in the
(CC) Any anticipated material
acquisition of plant and equipment and the capacity thereof.
(DD) Any anticipated material changes in
number of employees in the various departments including research and
development, production, sales, or administration.
(EE) Other material areas that may be
peculiar to the registrant's business.
A narrative description of the business
including the following:
A description of
the business done and intended to be done by the issuer and its subsidiaries.
The description should include, if material to an understanding of the
registrant's business, a discussion of the following:
(AA) The principal products produced and
services rendered and the principal markets for and methods of distribution of
the products and services.
status of a product or service if the issuer has made public information about
a new product or service that would require the investment of a material amount
of the assets of the registrant or is otherwise material.
(CC) The estimated amount spent during each
of the last two (2) fiscal years on company-sponsored research and development
activities determined in accordance with generally accepted accounting
principles. In addition, state the estimated dollar amount spent during each of
the years on material customer-sponsored research activities relating to the
development of new products, services, or techniques or the improvement of
existing products, services, or techniques.
(DD) The number of persons employed by the
issuer indicating the number employed full time.
(EE) The material effects that compliance
with federal, state, and local provisions that have been enacted or adopted
regulating the discharge of materials into the environment, or otherwise
relating to the protection of the environment may have upon the capital
expenditures, earnings, and competitive position of the registrant and its
subsidiaries. The issuer shall disclose any material estimated capital
expenditures for environmental control facilities for the remainder of its
current fiscal year and for the further periods as the registrant may deem
description of those distinctive or special characteristics of the issuer
operations or industry that may have a material impact upon the registrant's
future financial performance. Examples of factors that might be discussed
include the following:
(AA) Dependence on one
(1) or a few major customers or suppliers (including suppliers of raw materials
(BB) Existing or
probable governmental regulation.
(CC) Expiration of material labor contracts
or patents, trademarks, licenses, franchises, concessions, or royalty
competitive conditions in the industry.
(EE) Cyclicality of the industry.
(FF) Anticipated raw material or energy
shortages to the extent management may not be able to secure a continuing
source of supply.
(C) A brief statement on the location and
general character of the principal plants, and other materially important
physical properties of the issuer and its subsidiaries. If any of the property
is not held in fee or is held subject to any major encumbrance, so state and
briefly describe how held.
(6) A statement of the cash and stock
dividends paid by the issuer during the year of the application and for at
least five (5) preceding years. If no dividends were paid, state that
A statement of the
long-term and short-term debt and each class of capital stock or other interest
in the issuer before the offering and after the offering and application of
proceeds. Present this information in substantially the same tabular form as
| Title of Class
|| Outstanding As of _____, 20___
|| After the Offering
| Short-term debt:
| Long-term debt:
| Notes to banks
| Notes to others
| _____ % Convertible Debentures due
| Total long-term debt:
| Capital Stock
| Preferred stock par
| $ ______
|| ______ shares
|| _____ shares
| ______ shares authorized
| ______ % cumulative dividend preference
| Common stock par
| $ ______
|| _____ shares
|| _____ shares
| _____ shares authorized
An explanation where common equity securities are being registered and there is
substantial disparity between the public offering price and the effective cash
cost to officers, directors, promoters, and affiliated persons of common equity
acquired by them in transactions during the past five (5) years, or that they
have the right to acquire, a comparison of the public contribution under the
proposed public offering and the effective cash contribution of these persons.
In these cases, and in other instances where common equity securities are being
registered by a registrant that has had losses in each of its last three (3)
fiscal years and there is a material dilution of the purchasers' equity
interest, the following shall be disclosed:
(A) The net tangible book value per share
before and after the distribution.
(B) The amount of the increase in the net
tangible book value per share attributable to the cash payments made by
purchasers of the shares being offered.
(C) The amount of the immediate dilution from
the public offering price that will be absorbed by the purchasers.
A section describing the
securities issued, including an explanation of the following:
Whether the securities offered consist
(i) capital stock;
(ii) the rights of security holders as to
(iv) liquidation; and
(v) any other material rights or
securities offered are debt securities, the rights of the purchasers as to:
(ii) interest payment dates;
(iv) redemption (including the existence or
lack of a sinking fund provision); and
the degree of subordination, if any;
should be carefully enumerated in addition to any other
material facts regarding the rights of holders.
(C) The names and addresses of the registrar
and transfer agent should be stated, if applicable.
A statement on the marketability and
price range of offered securities, that shall include the following:
(A) A statement as to what provisions, if
any, have been made to provide for the marketing of the offered security by
purchasers in the offering. If a broker-dealer has made or has agreed to make a
market for the securities, a statement as to the name and capitalization of the
broker-dealer. If the broker-dealer is a member of the Financial Industry
Regulatory Authority, a statement to that effect may be made in lieu of
enumerating the capitalization of the broker-dealer.
(B) A statement on the range of the bid price
for the offered security in any regularly maintained market (if any) during the
year of application and the preceding five (5) years.
(C) If there has been no regularly maintained
market for the offered security, state the price at which any shares or units
have been sold by the issuer or applicant during the year of application and
the five (5) preceding years. State whether any of the shares or units were
issued to any person identified under subdivision (11) to any member of the
family of that person or to any trust or corporation or other business entity
in which that person or any member of his or her family has a beneficial or
ownership interest, and set out the consideration given.
A description of management and
principal shareholders including the following:
A list of each:
(iii) holder of more than ten percent (10%)
of the voting shares in the issuer; and
employee who makes a significant
contribution to the business of the issuer;
and supply a brief description of the business background of
each person. Do not include nonbusiness positions unless particularly relevant
to the business of the issuer. Include the names of all corporations (including
those no longer in existence) that each person has served as director or
officer and a very brief statement of the business of each corporation. Include
any conviction of a misdemeanor or felony involving fraud in any form and any
civil or criminal litigation involving any federal or state securities law to
which any person is or has been a party.
Provide in tabular form the following
information as to each person identified in clause (A). Present holdings shall
be as of a specified date within thirty (30) days prior to the filing of the
application. Shares subscribed for shall be added. The fourth column of the
table is necessary only in companies formed within two (2) years of the filing
of the application.
|| No. of Shares Owned As Of ____, 20
|| Cash Price As Of _____ , 20___
|| % of Shares If Offering Sold
|| % of Cash Paid In If Offering Sold
|| % of Shares If All Options or Warrants Exercised
| Total for group
| Total for public Grand Total
If all shares subscribed for by any person identified in clause (A) have not
been fully paid for or have been issued for less than par or stated value as of
the date of filing of the application, also include the following table, as
well as a statement of the opinion of counsel for the issuer as to the present
or contingent liabilities of those persons to the issuer:
"The following persons had not yet fully paid for _____
shares for which they had subscribed as of _____, 20 _____, and that are shown
as owned by those persons in the above table.".
|| Total Subscription
|| Unpaid Balance
If any of the persons identified in clause (A) has purchased any of the shares
shown as owned in the table required by clause (B) from any person other than
the issuer, the table shall show the cash price paid for the shares and include
a footnote indicating from whom the shares were purchased and what
consideration the issuer received for their initial issue.
Shares owned by or for the benefit of
(v) sister; or
of that person shall be deemed owned by the person for
purposes of inclusion in the table required by clause (B). An explanatory
footnote to the table shall be included if any shares are so treated.
(F) A column "% of
Shares Subject to Option or Warrant" shall be included only if options or
warrants are issued. If it is included, a footnote shall refer to "options and
warrants" at the appropriate page in the prospectus.
(12) A statement of the percentage of voting
power to be held by persons identified under subdivision (11). Include a
statement of the ability of the persons to control the corporation if they vote
as a unit.
A statement on
remuneration and transactions with management including the following:
In tabular form:
(i) total salary;
(ii) commissions; or
paid by the issuer or any parent, affiliate, or subsidiary of
the issuer to any person identified in subdivision (11), or any person to whom
payments totaling twenty-five thousand dollars ($25,000) or more were made
during the twelve (12) months prior to the filing of the application, and the
estimated total of the payments in the next twelve (12) months.
material transactions between the issuer and any person identified in
subdivision (11) or any corporation in which that person has an interest as:
(i) an officer;
(ii) a director; or
(iii) a shareholder.
A statement whether any
options or warrants to purchase any securities of the issuer are outstanding or
proposed to be issued. If there are options or warrants, state the reason for
their issue and present in tabular form the following information:
| Name of Holder
|| Shares Subject to Option or Warrant
|| Option or Warrant Price
|| Date of Issue
|| Date of Expiration
A description of the escrow of proceeds setting forth the relevant terms of any
escrow provisions relating to the proceeds of the offering, including the:
(A) name of the escrow agent;
(B) percentage of proceeds to be
(C) length of the escrow
(D) conditions for
release of the proceeds.
A statement setting forth any pending or
threatened litigation involving:
(B) its officers;
(C) its directors; or
(D) its promoters; that may materially affect
the issuer's business or ability to commence business.
A statement setting forth a brief
description of any contracts with:
(C) others; that are of
sufficient importance to the issuer that their termination would materially
affect the issuer's business.
A statement setting forth the names and
addresses of every underwriter or recipient of a finder's fee, including
(C) contracts; or
anything of value to accrue in connection
with the sale of the securities.
If discounts, commissions, or fees are to be variable, state
the basis for determination and the maximum and minimum amounts. Briefly state
the terms of the underwriting arrangements or plan of distribution, including
whether the underwriting is on a best efforts or firm commitment basis and
whether exclusive or nonexclusive.
With respect to any person on whose
behalf any part of the offering is to be made in a nonissuer distribution, a
(A) the names;
(B) the addresses;
(C) the amounts of securities held by those
persons as of the date of the prospectus;
a description of any material interest in
any transaction with the:
(iii) affiliate; or
effected or proposed to be effected within the past three (3)
their reasons for making the offering.
A statement of the name and address of
counsel who has advised the issuer with respect to the legality of the offering
and matters relating to IC 23-19. Include an opinion that the security when
sold will be:
(A) legally issued;
(B) fully paid; and
or, if a debt security, that it will be a binding obligation
of the issuer.
(21) A statement including the names and
addresses of any professional or other experts, other than the counsel and
accountants identified elsewhere, on whose opinion reliance has been placed in
preparing any part of the prospectus.
(22) A section including the following
statement: "The issuer will hold its annual meeting of shareholders at a time
and place to be specified in a notice of meeting mailed at least ten (10) days
prior to the meeting. An annual report to shareholders, including audited
financial statements, will be distributed prior to each annual
(23) A section
incorporating a report of an independent certified public accountant or firm of
public accountants based on an examination of the issuer's financial statements
in accordance with generally accepted auditing standards, including tests of
the accounting records and other auditing procedures as considered necessary
under the circumstances and an opinion that the financial statements fairly
present the financial position of the issuer and the results of its business
operations for the periods stated therein.
(24) The financial statements required under