The Company s authorized capital stock consists of 1 0 , 0 0 0 , 0
Question:
The Companys authorized capital stock consists of shares of voting Common Stock.
As of the date of this Prospectus, there are holders of record of the Common Stock.
Under the terms of one of the Companys loan agreements, the Company may not pay cash dividends
on Common Stock except from net profits without the written consent of the lender.
Underwriting
Subject to the terms and conditions set forth in the Underwriting Agreement, the Company has
agreed to sell to each of the Underwriters named below, and each of the Underwriters, for whom
Klein Merrick Inc. are acting as Representatives, has severally agreed to purchase from the Company,
the number of shares set forth opposite its name below.
Underwriters
Number of Shares
to Be Purchased
Klein Merrick Inc.
Goldman Stanley
Medici Bank
Canary Wharf Securities
Bank of New England
In the Underwriting Agreement, the several Underwriters have agreed, subject to the terms and
conditions set forth therein, to purchase all shares offered hereby if any such shares are purchased.
In the event of a default by any Underwriter, the Underwriting Agreement provides that, in certain
circumstances, purchase commitments of the non defaulting Underwriters may be increased or the
Underwriting Agreement may be terminated.
There is no public market for the Common Stock. The price to the public for the Common Stock
was determined by negotiation between the Company and the Underwriters and was based on
among other things, the Companys financial and operating history and condition, its prospects
and the prospects for its industry in general, the management of the Company, and the market
prices of securities for companies in businesses similar to that of the Company.
Legal Matters
The validity of the shares of Common Stock offered by the Prospectus is being passed on for the
Company by Dodson and Fogg and for the Underwriters by Kenge and Carboy.
Experts
The consolidated financial statements of the Company have been so included in reliance on the
reports of Hooper Firebrand, independent
Understanding Financial Accounting
ISBN: 9781119406921
2nd Canadian Edition
Authors: Christopher D. Burnley