Practices & Industries

Representative Matters

Representative Securities Transactions:

(a) Public Offerings

• Trust Preferred Securities - Represented issuer in underwritten public offering of preferred securities by wholly-owned entity.
• Common Stock - IPO - represented Underwriter.
• Units of limited partnership interests - IPO Real estate blind pool with purchase price paid by investors partially in notes.
• Common Stock - Underwriter IPO Underwriters counsel.
• Debentures - IPO start up company offering debt.
• Common Stock - Underwritten public offering (third offering).
• Common Stock - Best efforts public offering (second offering).
• Common Stock - Underwritten IPO.
• Sale of public company - Merger transaction. Exchange of shares being registered by public company on Form S-4.
• Acquisition - Florida co-counsel in the acquisition of a public company.

(b) Securities Law Reporting Compliance

• Florida - NASDAQ-NMS - merger pending.
• California - OTC - Bulletin Board (formerly NASDAQ-Small Cap and Boston Stock Exchange) - merger pending.
• Delaware - OTC-BB (formerly NYSE) - current counsel.
• Maine - AMEX - current counsel.
• Nevada - OTC-BB - current counsel.
• Ohio - Formerly OCT-BB - current counsel.
• Florida - Cease existence.
• Florida - Acquired.  Formerly NASDAQ-NMS.
• Florida - No longer reporting company.

(c) Miscellaneous Matters

• Counsel to IPO Companies, providing detailed memorandum of reporting obligations required under securities law following a going public transaction.
• Prepare and develop Section 16 and Insider Trading Compliance Programs (include Rule 144 Compliance).
• Prepare Employee Stock Purchase Plans registered and unregistered.
• Prepare proxy and consent solicitation materials.
• Respond to issues concerning the resale of unregistered securities, including Rule 144 issues.
• Assist companies in takeover preparedness articles, bylaws, employment agreement, poison pills, etc.