6.02[8] Comprehensive Selling Stockholder QuestionnaireNAME:___________________________________________ (Name of Selling Stockholder)
(Please print name exactly as it should appear in the Registration Statement)
[NAME OF ISSUER]
Questionnaire for Selling Stockholders On ___________________, a ________ corporation (the "Company"), filed a
registration statement on Form ____ (the "Registration Statement") with the
Securities and Exchange Commission (the "SEC") registering shares of its common
stock, par value $____ per share (the "Common Stock"), to be sold pursuant to an
underwritten offering. It is anticipated that the Registration Statement will
become effective on or about ______ (the "Effective Date").
The attached Questionnaire requests information to be used to complete the
Registration Statement prior to the Effective Date. The Questionnaire is being
distributed to each person who is selling securities pursuant to the
Registration Statement.
The information you supply in response to this Questionnaire will be used
to assure that certain data to be included in the Registration Statement will be
correct. Please exercise great care in completing this Questionnaire. Under
certain circumstances, selling security holders are subject to personal
liability if the Registration Statement misrepresents a material fact or omits a
material fact. Your best defense, if the Registration Statement is defective, is
that you exercised due diligence as to the accuracy of the Registration
Statement. A copy of the Registration Statement dated ______ is enclosed for
your information.
After completing this Questionnaire, please retain one copy for your
personal files and return one signed copy, IMMEDIATELY:
___________________________________________
[List names and contact information, including e-mail address, for all
relevant persons. If questionnaire is to be returned in hard copy, include pre-
paid, self-addressed return package.]
Your signature at the end of this Questionnaire will constitute your
consent to use the information contained in your answers in the Registration
Statement and your certification as to the accuracy of your answers. The company
will rely on these disclosures.
IT IS IMPORTANT THAT YOU PROVIDE COMPLETE, DETAILED, AND ACCURATE
INFORMATION IN RESPONSE TO THE ITEMS IN THIS QUESTIONNAIRE. IF YOU HAVE ANY
QUESTIONS REGARDING THIS QUESTIONNAIRE, YOU MAY CONTACT AT:
[List names and contact information, including e-mail address, for all relevant persons.]
QUESTIONNAIRE
General Instructions
1. This Questionnaire is divided into four sections covering different subjects,
and each section is divided into particular items describing information that
must be disclosed.
2. Where necessary, each section is preceded by definitions of certain terms
used in that section to assist you in your responses.
3. Please give a response to every item, indicating "None" or "Not Applicable"
where appropriate. When an item calls for a response other than merely "yes" or
"no," you should fill in the information called for by the item description and
the column headings under it or supplement, if necessary, the information
already provided.
4. If the answer to any item is in doubt, please set forth appropriate facts so
that you may be consulted as to the proper facts and disclosures.
5. If you need additional space to answer a particular item, please attach a
supplemental page to the end of the Questionnaire. Please identify on that page
the number of the item to which you are responding.
Defined Termsaffiliate: means a person or an entity that, directly or indirectly
through one or more intermediaries, controls, is controlled by, or is under
common control with, the person specified, including subsidiaries and sister
companies. See Rule 12b-2 of the Exchange Act.
associate: means a corporation or organization in which you are an officer
or partner or of which you are, directly or indirectly, the beneficial owner of
10% or more of any class of equity securities; a trust or estate in which you
have a substantial beneficial interest or serve as a trustee or other fiduciary;
or a family member. See Rule 12b-2 of the Exchange Act.
Company: [Insert name of Company]
control: means having the power to direct or cause the direction of the
management and policies of the Company, whether through the ownership of voting
securities, by contract or otherwise. Includes the terms "controlling,"
"controlled by," and "under common control with." See Rule 12b-2 of the Exchange Act.
equity security: as defined in the Securities Act, means any stock or
similar security (including but not limited to any limited partnership or
limited liability company interest), or any security convertible with or without
consideration into such a security, or carrying any warrant or right to
subscribe to or purchase such a security, or any such warrant or right.
executive officer: means the Chairman of the Board, Vice Chairman of the
Board, the President or any Vice President of the Company, any other officer or
person who performs policy-making functions for the Company.
family members and immediate family: means any relationship by blood,
marriage or adoption, not more remote than first cousin, including spouses,
parents, children, siblings, mothers- and fathers-in-law, sons- and daughters-
in-law, and brothers- and sisters-in-law. See Item 404(a), Instruction 2 of
Regulation S-K.
fiscal year: means the Company's fiscal year ended __________.
fiscal year: means the Company's fiscal year ended __________.
fiscal year: means the Company's fiscal year ended __________.
material: when used to qualify a requirement for the furnishing of
information as to any subject, limits the information required to those matters
to which there is a substantial likelihood that a reasonable investor would
attach importance in determining whether to purchase the securities being
registered. The materiality of any interest or transaction is to be determined
on the basis of the significance of the information to equity security holders
of the Company in light of all of the circumstances of the particular case. In
particular, the importance to the person having the interest, the relationship
of the parties to the transaction with each other and the amount involved in the
transaction are among the factors to be considered in determining the
significance of the information to equity security holders.
person: means an individual, a corporation, a partnership, an association,
a joint-stock company, a trust, any unincorporated organization, or a government
or political subdivision thereof.
SECTION A. Personal Information and Business Relationships
1. Selling Stockholder Data.
Name of Stockholder:___________________________________
Business Address, Phone Number, and E-Mail Address:_____________
______________________________________________________________
Have any of the officers or directors of the Selling Stockholder held any
employment position with the Company?:
YES___ NO ___
If yes, please answer the following questions with respect to such
person(s):_______________________________________________
_________________________________________________________________
(1) Present Positions. Please describe employment positions, offices, and
directorships, both presently held and held by an officer or director of the
Selling Stockholder within the last five years with the Company or any of its
affiliates. Please list such person's principal occupation first.
Positions or Offices Term of Office Period of Service(and Name of Entity)
(2) Arrangements or Understandings. Was such person selected as a
director, officer or nominee to become a director or officer of the Company or
any of its affiliates pursuant to any arrangement or understanding between such
person and any other person or persons?
YES___ NO ___
If you answered yes, please describe the arrangement or
understanding and name such person or persons.
_________________________________________________________________
_________________________________________________________________
(3) Future Positions. Please provide the following information with
respect to employment positions, offices, and directorships with the Company or
any of its affiliates for which an officer or director of the Selling
Stockholder has been chosen or elected, but has not yet begun his or her term:Proposed Proposed
Positions or Offices Term of Period of (and Name of Entity) Office Service
(4) Business Experience. Please provide the following information with
respect to the principal occupations of any officer or director of the Selling
Stockholder who is also an officer or director of the Company during the last
five years (beginning _______) other than with the Company or any of its
affiliates:
Name of Principal Positions Period of Business Business You Service in Nature of
Entity Activity Held Each Position Responsibilities
(5) Publicly Held Companies. Do any of the above-listed persons presently
hold any directorships in any company (other than the Company) that (a) has a
class of securities registered pursuant to Section 12 of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"); or (b) is subject to Section 15(d)
of the Exchange Act (this includes, generally speaking, companies that have ever
had a Securities Act registration); or (c) is registered as an investment
company under the Investment Company Act of 1940? (Generally speaking, companies
that are subject to Section 12 or Section 15(d) of the Exchange Act are
companies that are required to file reports on Forms 10-Q and 10-K with the SEC.)
YES___ NO ___
If you answered yes, please list the full name of each such company
and describe the business of each such company:
_________________________________________________________________
_________________________________________________________________
(6) Family Relationships. Please identify family members of the above-
listed persons who are directors, executive officers, or nominees to be
directors or executive officers of the Company or any of its affiliates:
Positions or Offices
Family with the Company
Name Relationship (or Affiliates)
(7) Information with Respect to Compensation Committee Interlocks. A. Are any of the above-listed persons members of the Compensation
Committee of the Company's Board of Directors which determines executive
compensation (or a board committee performing equivalent functions) or have any
of them participated in deliberations of the Company's Board of Directors
concerning executive compensation, during the ____ fiscal year? (If yes, please
elaborate.)
YES___ NO ___
_________________________________________________________________
_________________________________________________________________
B. Are any of the above-listed persons, or have any of the above-
listed persons been since ______________, members of the Compensation Committee
of the Board of Directors (or other Board of Directors committee performing
equivalent functions, or, in the absence of any such committee, the entire Board
of Directors) of another entity? (If yes, please elaborate.)YES___ NO ___
_________________________________________________________________
_________________________________________________________________
C. If any of the above-listed persons is an executive officer of the
Company or any of its affiliates, or served as such during any part of the _____
fiscal year, did they serve as:
1. a member of the compensation committee (or other board of
directors committee performing equivalent functions or, in the absence of any
such committee, the entire board of directors) of another entity, one of whose
executive officers has served on the compensation committee (or other committee
performing equivalent functions) of the Company or any of its affiliates? (If
yes, please elaborate.)
YES___ NO ___
_________________________________________________________________
_________________________________________________________________
2. a director of another entity, one of whose executive
officers served on the Compensation Committee (or other Board of Directors
committee performing equivalent functions) of the Company or any of its
affiliates? (If yes, please elaborate.)
YES___ NO ___
_________________________________________________________________
_________________________________________________________________
3. a member of the compensation committee (or other board of
directors committee performing equivalent functions or, in the absence of such
committee, the entire board of directors) of another entity, one of whose
executive officers served as a director of the Company or any of its affiliates?
(If yes, please elaborate.)
YES___ NO ___
If the answer was "yes" to question B or C of this Item,
please provide the name of the other entity, such person's position and
responsibilities with the other entity and such person's salary with the other entity.
_________________________________________________________________
_________________________________________________________________
2. Plan Fiduciary Relationships. Please provide the following information with
respect to representative, administrative, or other fiduciary positions you hold
for employee benefit plans of the Company or any of its affiliates:
Name of Plan (and Entity) Position
3. Relationships with Other Plan Fiduciaries. Please provide the following
information with respect to positions you hold with corporate trustees,
investment advisors, or other entities serving in a fiduciary, representative,
advisory, or administrative capacity to employee benefit plans of the Company or
any of its affiliates:Name of Plan Name of Position or Relationship(and Entity) Fiduciary with Fiduciary
4. Control Relationships. A. Do you know of any arrangements, including any pledge of equity
securities of the Company or any of its affiliates, the operation of which may
at a subsequent date result in a change in control of the Company or any of its
affiliates?
YES___ NO ___
B. Are there persons or entities that you believe are in "control" of the
Company or any of its affiliates (other than solely by reason of being a
director or officer)?
YES___ NO ___
If you answered yes, please identify and describe why you believe a
control relationship exists.
_________________________________________________________________
_________________________________________________________________
5. Indebtedness Owed Company. Have you or any of your affiliates or family
members owed any money to the Company or any of its affiliates since the
beginning of the ____ fiscal year (excluding debts for purchases subject to
usual trade terms and ordinary travel and expense payments)?
YES___ NO ___
If you answered yes, please provide the following information:
A. Name of person indebted to, and relationship with, the Company or any
of its affiliates:________________________
B. Largest aggregate amount of indebtedness: $__________
C. Nature of indebtedness and transaction:_______________
D. Amount outstanding as of the date hereof: $__________
E. Interest rate:____________________________________
F. Date indebtedness was incurred:____________________
6. Legal Proceedings. To the best of your knowledge after reasonable inquiry, is
there any legal proceeding (including any bankruptcy, receivership, or similar
proceeding, administrative or tax proceeding, or investigations by governmental
authorities) pending or contemplated to which the Company or any affiliate of
the Company is (or would be) a party or of which any of their property is (or
would be) the subject? YES___ NO ___
If you answered yes, please describe the nature of the proceeding or
investigation, the name of the court or agency in which it is being conducted,
the date it was instituted, the principal parties to it, the factual basis
alleged to underlie such proceeding or investigation, and the relief sought.
_________________________________________________________________
_________________________________________________________________
7. Adverse Interest. Please identify any legal proceeding or investigation (i)
in which you or, to your knowledge, any director, officer, or affiliate of the
Company, any person beneficially holding more than 5% of any class of voting
securities of the Company or any of its affiliates, or any associate of any of
the foregoing has a material interest adverse to that of the Company or any of
its affiliates, or (ii) in which any of the foregoing is a party adverse to the
Company or any of its affiliates.
8. Intercompany Transactions and Indebtedness.A. Are you now or have you been since the beginning of the ____ fiscal
year, an owner of more than a 10% "of record" or beneficial equity interest, in
any business or professional entity that
1. has made in the Company's, or the Company's affiliates' last
three fiscal years, or proposes to make in the Company's, or the Company's
affiliates' current fiscal year, payments to the Company, or the Company's
affiliates, for property purchased or to be purchased or for services rendered
or to be rendered, such payments totaling in excess of (a) 5% of the Company's,
or the Company's affiliates' consolidated gross revenues for its last full
fiscal year or (b) 5% of such entity's consolidated gross revenues for its last
full fiscal year, or
2. has received in the Company's, or the Company's affiliates' last
three fiscal years or anticipates to receive in the Company's, or the Company's
affiliates' current fiscal year, amounts from the Company, or the Company's
affiliates, for property sold or to be sold or for services received or to be
received, such receipts totaling in the aggregate in excess of (a) __% of the
Company's, or the Company's affiliates' consolidated gross revenues for its last
full fiscal year or (b) __% of such entity's consolidated gross revenues for its
last full fiscal year, or
3. to which the Company, or the Company's affiliates, was or were
indebted at the end of the Company's, or the Company's affiliates' last three
fiscal years in an aggregate amount exceeding 5% of the Company's, or the
Company's affiliates' year end assets for the relevant fiscal year.
NOTES: (1) Exclude in the calculation of payments for property
and services (a) payments where the rates or charges involved in the transaction
are determined by competitive bids, or the transaction involves the rendering of
services as a public utility at rates or charges fixed in conformity with law or
governmental authority; and (b) payments which arise solely from the ownership
of securities of the Company and no extra or special benefit not shared on a pro
rata basis by all holders of the class of securities is received.
(2) Exclude in the calculation of indebtedness for purposes of
part 3 above, debt securities which have been publicly offered, admitted to
trading on a national securities exchange, or quoted on the automated quotation
system of a registered securities association.
YES___ NO ___
B. If you answered yes, describe the relationship fully, including:
1. your position with respect to or interest in the entity
involved in the transaction:
_________________________________________________________________
_________________________________________________________________
2. the property or services for which payment was made:
_________________________________________________________________
_________________________________________________________________
3. the amount of such payments during the periods indicated by
the question:
_________________________________________________________________
_________________________________________________________________
4. the amount of business proposed to be done between the
entity involved and the Company or any of its affiliates in the current fiscal year:
_________________________________________________________________
_________________________________________________________________
C. If any transaction involved indebtedness to or by the Company or
any of its affiliates, provide the following:
1. the largest aggregate amount of indebtedness outstanding at
any time during the relevant period:
_________________________________________________________________
_________________________________________________________________
2. the nature of indebtedness and transaction in which it was
incurred:
_________________________________________________________________
_________________________________________________________________
3. the amount of indebtedness outstanding:
_________________________________________________________________
_________________________________________________________________
4. the rate of interest paid or charged thereon:
_________________________________________________________________
_________________________________________________________________
If your answer is responsive to part A.1 or part A.2 above, please
provide the gross revenues and the consolidated gross revenues for the last full
fiscal year of the business or professional entity involved in the transaction.
_________________________________________________________________
_________________________________________________________________
9. Certain Related Transactions. To the best of your knowledge after reasonable
inquiry, are there any transaction, or series of similar transactions, since the
beginning of the _____ fiscal year, or proposed transactions, or series of
similar transactions, involving the Company or any of its affiliates in which
the amount involved exceeded $______ and in which any of the following persons
had a direct or indirect material interest: any director or officer of the
Company or any of its affiliates, any nominee for director or any person holding
more than __% of any class of voting securities of the Company or any of its
affiliates, or any of their family members? (If you answer yes, please fully
describe the transaction.)
YES ____ NO ____
_________________________________________________________________
_________________________________________________________________
10. Indemnification Arrangements. Do you know of any arrangements for
indemnification of any or all directors or officers against liabilities incurred
in those capacities, other than pursuant to any statutory, charter, or by-law
provision? (If you answer yes, please fully describe the arrangement.)
YES ____ NO ____
_________________________________________________________________
_________________________________________________________________
11. Other Business Relationships. Do you have, or have you had since the
beginning of the _____ fiscal year, any significant business or personal
relationships with or regarding the Company or any of its affiliates?
YES ____ NO ____
If you answered yes, please provide the following:
_________________________________________________________________
_________________________________________________________________
A. name of firm: _______________________________________________
B. dates of such relationship: _________________________________
C. dollar amount of fees paid to such firm in each of the last three
fiscal years (indicate whether such amount exceeded 5% of such firm's gross
revenues for the relevant fiscal year); ________________
_________________________________________________________________
_________________________________________________________________
D. Describe any other relationship existing between the Company or any of
its affiliates and your firm. ___________________________
_________________________________________________________________
_________________________________________________________________
12. Unregistered Sales of Equity Securities. Please furnish the following
information to the best of your knowledge after reasonable inquiry, as to all
equity securities of the Company or any of its affiliates sold by the Company or
any of its affiliates within the past three years which were not registered
under the Securities Act. Include sales of reacquired equity securities as well
as new issues, securities issued in exchange for property, services, or other
securities, and new equity securities resulting from the modification of
outstanding equity securities:
A. Date of sale, title of equity securities, and amount sold.
________________________________________________________________
________________________________________________________________
B. Names of the persons or identities of the class of persons to whom the
equity securities were sold. ________________________________________________________________
________________________________________________________________
C. As to any equity securities sold for cash, the aggregate offering price
and the aggregate underwriting discounts or commissions.________________________________________________________________
________________________________________________________________
D. As to any equity securities sold otherwise than for cash, the nature of
the transaction and aggregate amount of consideration received. ________________________________________________________________
________________________________________________________________
SECTION B. Ownership of Securities
Defined Terms Used in Section B beneficial ownership: means the right, alone or with others, by reason of
some arrangement, understanding or otherwise, to vote or direct the voting of
securities or to dispose or direct the disposition of them. The right to dispose
of equity securities is called "investment power". Questions on the type of
beneficial ownership should be answered by one or more of the following
designations: (a) sole voting power, (b) shared voting power, (c) sole
investment power, or (d) shared investment power.
group: two or more persons acting together or in a concerted manner for
the purpose of acquiring, holding or disposing of equity securities of the
Company or any affiliate of the Company. Partnerships, limited partnerships, and
syndicates are included within the term. See Regulation 13D-G of the Exchange Act.
rights to acquire equity securities: include rights to acquire equity
securities (including, but not limited to, stock, limited partner interests,
limited liability company interests, etc.) by (a) exercise of an option,
warrant, or right or (b) the automatic termination of, or a power to revoke, a
trust, discretionary account, or similar arrangement.
13. Securities.
A. Please provide the following information with respect to the equity
securities of the Company or any of its affiliates (other than options and
warrants) owned of record by you or any group of which you are a member (if
beneficial ownership is shared with any person or entity, please identify such
co-owner and the nature of his or its ownership interest):
Number of Shares Beneficially Owned
Name of Entity and Class of Equity Security
Record Owner and Number of Shares Owned of Record
By YouBy Group
Type of Beneficial Ownership
Name and Address of Co-Owner or Group (or Member(s))
Voting Power Held By
Investment Power Held ByB. Please provide the following information with respect to the equity
securities of the Company or any of its affiliates owned of record by someone
else (e.g., a family member, brokerage firm, associate or affiliate, a group of
which you are a member, etc.) but which are held for your benefit through any
contract, agreement, relationship, understanding or other arrangement:
Number of Shares Beneficially Owned
Name of Entity and Class of Equity Security
Record Owner and Number of Shares Owned of Record
By You By Group
Type of Beneficial Ownership
Name and Address of Co-Owner or Group (or Member(s))
Voting Power Held By
Investment Power Held By C. Please provide the following information with respect to the equity
securities of the Company or any of its affiliates (other than options and
warrants) owned of record by you (or any group of which you are a member) with
benefits therefrom enjoyed by someone else (e.g., a family member, brokerage
firm, associate or affiliate, a group of which you are a member, etc.) through
any contract, agreement, relationship, understanding or other arrangement (e.g.,
you hold as a trustee):
Number of Shares Beneficially Owned
Name of Entity and Class of Equity Security
Record Owner and Number of Shares Owned of Record
By YouBy Group
Type of Beneficial Ownership
Name and Address of Co-Owner or Group (or Member(s))
Voting Power Held By
Investment Power Held By D. If you acquired equity securities of the Company or any of its
affiliates in the _____fiscal year or since the end of the _____fiscal year,
please provide the following information regarding the acquired equity
securities:
Date Acquired Number of Date Acquired Shares Acquired Consideration Paid
14. Rights to Acquire Equity Securities. With respect to rights to acquire
equity securities of the Company or any of its affiliates (other than rights to
acquire securities received as an employee or director of the Company)
beneficially owned by you or any group of which you are a member: A. Please provide the following information:
Name of Instrument Giving Right to Acquire
Name of Entity and Class of Equity Security Can Acquire
Number of Shares of Equity Security Can Acquire
Exercise or Conversion Price
Expiration of Rights
B. Please identify the beneficial owner of the rights to acquire equity
securities of the Company or any of its affiliates (if beneficial ownership is
shared with any person or entity, please identify such co-owner and the nature
of his or its ownership interest):
Amount Beneficially Owned By You By Group
Type of Beneficial Ownership
Name and Address of Co-Owner or Group (or Member(s))
15. Disclaimer of Beneficial Ownership. Please provide the following information
with respect to shares owned by your affiliates or associates, but with respect
to which you disclaim beneficial ownership:
Identity of Owner Class of of Securities Equity Securities Number of Shares
16. Securities Sales. Please provide the following information with respect to
equity securities of the Company or any of its affiliates disposed of by you in
or since the beginning of the _____ fiscal year.
Name of Entity and Class of Equity Security
Type of Transaction
Number of Shares
Date of Transaction
Sales Price
SECTION C. - GENERAL
17. Voting Trusts. To the best of your knowledge after reasonable inquiry, is
there any arrangement by which more than 5% of any class of the voting stock of
the Company or any of its affiliates is held in a voting trust or subject to a
voting agreement?YES ____ NO ____
If you answered yes, please state the title of the voting trust or
agreement, the title of the equity securities subject to the voting trust or
agreement, the number of shares held or to be held subject to such trust or
agreement, the duration of the agreement, and the names and addresses of the
voting trustee(s).
18. Political Contributions. To the best of your knowledge after reasonable
inquiry, has the Company or any of its affiliates or its agents made any
political contributions that might arguably be in violation of any law? (If you
answer yes, please describe.)
YES ____ NO ____
19. Integrity of Books and Records, etc. State whether, to the best of your knowledge after reasonable inquiry, any
of the following transactions involving the Company or any of its affiliates
took place in the last five years:
NOTE: In responding to this Item 19, the following instructions apply:
A. Each question is to be read as relating to the activities or
conduct of the Company and any affiliate of the Company, as well as to the
conduct of any person who has acted or is acting on behalf of or for the benefit
of any of them. Persons who have acted or are acting on behalf of or for the
benefit of an entity include, but are not necessarily limited to, directors,
officers, employees, agents, consultants and sales representatives.
B. Each question is to be read as relating not only to activities or
conduct within the United States, but outside the United States as well.
C. The terms "payments" and "contributions" include not only the
giving of cash or hard goods but also the giving of anything else of value-for
example, services or the use of property.
D. The term "indirectly" means an act done through an intermediary.
Payments to sales agents or representatives which are passed on in whole or in
part to purchasers, or compensation or reimbursement to persons in consideration
for their acts, are examples of acts done through intermediaries.
E. Your answers should consider not only matters of which you have
direct personal knowledge, but also those matters which you have reason to
believe may have existed or occurred (for example, you may not have personal
knowledge that contributions were made by the Company to a political party in a
foreign land, but, based upon information which has otherwise come to your
attention, you may nonetheless have "reason to believe" that such a contribution
was made. In such case, your response would be yes).
1. Any bribes or kickbacks to government officials or their
relatives, or any other payments to such persons, whether or not legal, to
obtain or retain business or to receive favorable treatment with regard to business.YES ____ NO ____
2. Any bribes or kickbacks to persons other than government
officials, or to relatives of such persons, or any other payments to such
persons or their relatives, whether or not legal, to obtain or retain business
or to receive favorable treatment with regard to business.
YES ____ NO ____
3. Any contributions, whether or not legal, made to any
political party, political candidate or holder of government office.
YES ____ NO ____
4. Any bank accounts, funds or pools of funds created or
maintained without being reflected on the corporate books of account, or as to
which the receipts and disbursements therefrom have not been reflected on such books.
YES ____ NO ____
5. Any receipts or disbursements, the actual nature of which
has been "disguised" or intentionally misrecorded on the corporate books of account.
YES ____ NO ____
6. Any fees paid to consultants or commercial agents which
exceeded the reasonable value of the services purported to have been rendered.
YES ____ NO ____
7. Any payments or reimbursements made to personnel of the
Company or any of its affiliates for the purposes of enabling them to expend
time or to make contributions or payments of the kind or for the purposes
referred to in subparts 1-6 above.
YES ____ NO ____
8. If you answered yes to any of the questions in this Item
19, please explain fully the nature of the knowledge or information possessed by
you and describe the transaction as fully as possible.
_______________________________________________________
_________________________________________________________________
20. Certain Personal Legal Matters. Please indicate whether any of the following
have happened to you in the last five years:
A. A petition under the Federal bankruptcy laws or any state insolvency
law being filed by or against, or a receiver, fiscal agent, or similar officer
being appointed by a court for the business or property of, you or any
partnership, corporation, or business association in which you were a general
partner or executive officer within two years prior to the time of such filing.
YES ____ NO ____
If you answered yes, please describe fully.
_________________________________________________________________
_________________________________________________________________
B. Conviction in a criminal proceeding or a named subject of a pending
criminal proceeding (exclude traffic violations and minor offenses).
YES ____ NO ____
If you answered yes, please describe fully.
_________________________________________________________________
_________________________________________________________________
C. Being the subject of an order, judgment, or decree, not subsequently
reversed, suspended, or vacated, by a court, governmental authority or self-
regulatory agency (i) finding you guilty of violating a federal or state
securities law or federal commodities law or (ii) permanently or temporarily
enjoining you for more than 60 days from, or otherwise limiting, the following
activities or being associated with persons engaged in the following activities:
(1) acting as a futures commission merchant, introducing broker, commodity
trading advisor, commodity pool operator, floor broker, leverage transaction
merchant, any other person regulated by the Commodity Futures Trading
Commission, or an associated person or any of the foregoing, or as an investment
adviser, underwriter, broker, or dealer in securities, or as an affiliate
person, director, or employee of any investment company, bank, savings and loan
association, or insurance company, or engaging in or continuing any conduct or
practice in connection with such activity; (2) engaging in any type of business
practice; or (3) engaging in any activity in connection with the purchase or
sale of any security or commodity or in connection with any violation of federal
or state securities laws or federal commodities laws.
YES ____ NO ____
If you answered yes, please describe fully.
_________________________________________________________________
_________________________________________________________________
D. Are you a party to any legal proceedings (other than one to which the
Company is a party) in which you are charged with any wrongdoing, misfeasance or
nonfeasance, in connection with your service as a director, officer or manager
of any business, incorporated or unincorporated, or your practice of any
profession? (If you answer yes, please describe.)
YES ____ NO ____
If you answered yes, please describe fully.
_________________________________________________________________
_________________________________________________________________
21. Certain Other Legal Matters. Please indicate whether, to the best of you
knowledge after reasonable inquiry, anything enumerated in Item 20 above has
happened to any director, person nominated to become a director, or executive
officer of the Company or any of its subsidiaries in the last five years.
22. Financial Disclosure.
A. To the best of your knowledge after reasonable inquiry, has the Company
or any of its affiliates engaged in any transaction to which the Company or any
of its affiliates is or was a party which, in reasonable detail, is not
accurately reflected in the books, records and accounts of the Company or any of
its affiliates? (If you answer yes, please describe.)YES ____ NO ____
_________________________________________________________________
_________________________________________________________________
B. To the best of your knowledge after reasonable inquiry, has there been
any transaction to which the Company or any of its affiliates is or was a party
that has not been recorded as necessary to permit preparation of financial
statements in conformity with generally accepted accounting principles or to
maintain accountability for assets? (If you answer yes, please describe.)
YES ____ NO ____
_________________________________________________________________
_________________________________________________________________
23. Reports, Memoranda, etc.
A. To the best of your knowledge after reasonable inquiry, is there any
material, management or similar report or memorandum relating to this offering
or the broad aspects of the business, operations or products of the Company or
any of its affiliates which has been prepared for or by the Company or any of
its affiliates in the last three years?
YES ____ NO ____
If you answered yes, please identify such report or memorandum in
the space below.
_________________________________________________________________
_________________________________________________________________
B. Do you know of any report or memorandum prepared for external use by
the Company or any of its affiliates or others in connection with the proposed offering?
YES ____ NO ____
If you answered yes, please identify such report or memorandum in
the space below.
_________________________________________________________________
_________________________________________________________________
24. Competition. To the best of your knowledge after reasonable inquiry, are
there any services or products of any other company for which you serve as
director or officer that could be regarded as competitive with those of the
Company or any of its affiliates? (If you answer yes, please describe.)
YES ____ NO ____
_________________________________________________________________
_________________________________________________________________
25. Public Sale of Securities. Please describe any arrangement known to you
(other than in the underwriting agreement or proposed agreement among the
Underwriters (as defined in Item 27.F below)) made or to be made by any person
that has any of the following purposes (i) to limit or restrict the sale of the
Common Stock during the period of the offering of the Common Stock registered on
Form S-1; (ii) to stabilize the market for the Common Stock during the period of
distribution; (iii) to stabilize the market for the Common Stock to be offered;
(iv) for withholding commissions or otherwise to hold each underwriter or dealer
responsible for the distribution of his participation in the offering; or (v) to
compensate any finder in connection with the proposed offering. If the answer is
none, please so state.______________________________
26. Knowledge of Misstatements or Omissions. Please confirm that you have
received a copy of the Registration Statement. Please describe any misstatements
of material facts contained therein, or any omissions to state any material
facts necessary to make the statements contained therein not misleading, which
have not been described in your answers to previous items.
27. NASD Affiliation.A. Are you a member of the National Association of Securities Dealers,
Inc. (the "NASD") or directly affiliated or associated with a member of the
NASD? (For purposes of this Item 27, "affiliated" includes any person who is
directly or indirectly controlling or controlled by any such NASD member,
"associated" includes any sole proprietor, partner, officer, director, branch
manager, or any other person of a similar status or performing similar
functions, of such member and any person who is directly or indirectly
controlling or controlled by such member, and "control" includes, but is not
limited to, (a) any person who beneficially owns, directly or indirectly, 10% or
more of the outstanding voting securities of a corporation or the distributable
profits or losses of a partnership or (b) a person having the power to direct or
cause the direction of the management or policies of the corporation or
partnership.)
YES ____ NO ____
If the answer is yes, describe the relationship and state the name,
address and telephone number of the NASD member or members with whom you may be
deemed to be affiliated or associated.
_________________________________________________________________
_________________________________________________________________
B. Are you currently, or have you been at any time, in control of,
controlled by or under common control with an entity which is a member firm of
the NASD? If the answer is yes, please provide complete details.
YES ____ NO ____
_________________________________________________________________
_________________________________________________________________
C. Do you own stock or other securities of any NASD member not purchased
in the open market? If the answer is yes, name the member and describe the
securities.
YES ____ NO ____
_________________________________________________________________
_________________________________________________________________
D. If your answer to each of parts A, B and C above of this Item 27 is no,
you need not respond to this part D below.
1. Set forth below information as to all purchases and acquisitions
(including contracts for purchases or acquisitions) of securities of the Company
or any affiliate thereof by you within the past __ months, as well as to
proposed purchases and acquisitions which are to be consummated in whole or in
part within the next 12 months:Seller or Prospective Seller
Amount and Nature of Securities
Price and Other Consideration Date2. Set forth below information as to all sales and dispositions
(including contracts for sale or to dispose) of securities of the Company or any
affiliate thereof by you within the past 18 months to any member of the NASD,
any person associated with a member or associated person of a member, or any
underwriter or related person with respect to the proposed offering of Common
Stock, as well as to proposed sales and dispositions which are to be consummated
in whole or in part within the next __ months:
Seller or Prospective Seller
Amount and Nature of Securities
Price and Other ConsiderationDate
3. If you have had or are to have, any transactions of the character
referred to in either 1 or 2 above, describe briefly the relationship,
affiliation or association of both of you and, if known, the other party or
parties to any such transaction with any underwriter or other person "in the
stream of distribution" with respect to the proposed offering of Common Stock.
In any case, where the purchaser (whether you or any such party) is known by you
to be a member of a private investment group, such as a hedge fund or other
group of purchasers, furnish, if known, the names of all persons comprising the
"group" and their association with or relationship to any broker-dealer.
E. To the best of your knowledge after reasonable inquiry, is there (i)
any holder (including you and/or any associates) owning beneficially more than
5% of any class of outstanding equity security of the Company or (ii) any holder
(including you and/or any associates) having the right to acquire beneficial
ownership of more than 5% of any class of outstanding equity security of the Company?
YES ____ NO ____
If the answer is yes, please state the name and address of each such
holder, the class of security and the approximate number of securities
beneficially owned.
_________________________________________________________________
_________________________________________________________________
F. After reasonable inquiry, do you know of or have any information
pertaining to underwriting compensation and arrangements or items of value
received within the last twelve months or to be received by any of the
underwriters (jointly, the "Underwriters") or an affiliate thereof other than
information relating to the proposed public offering of Common Stock? If the
answer is yes, please provide complete details.
YES ____ NO ____
_________________________________________________________________
_________________________________________________________________
G. After reasonable inquiry, do you know of or have any information
pertaining to any dealings between the Company, on one hand, and any underwriter
or any affiliate thereof, any member of the NASD or any person associated with a
member, and known to you as such, on the other hand, other than information
relating to the proposed offering of Common Stock? If the answer is yes, please
provide complete details.
YES ____ NO ____
_________________________________________________________________
_________________________________________________________________
H. Have you or any associates of yours had a material relationship with
either of the Underwriters or with any other investment firm or underwriting
organization which, to the best of your knowledge after reasonable inquiry,
might participate in the underwriting of the proposed offering of Common Stock?
If the answer is yes, please provide complete details.
YES ____ NO ____
_________________________________________________________________
_________________________________________________________________
The undersigned has furnished information called for in this Questionnaire
expressly for use in connection with the preparation and filing of the
Registration Statement. THE UNDERSIGNED REPRESENTS AND WARRANTS TO ANY PERSONS
WHO MAY BE LIABLE IN RESPECT OF THE REGISTRATION STATEMENT, AND TO ALL OTHER
PERSONS ENTITLED TO RELY THEREON, THAT, AFTER REASONABLE INQUIRY, TO THE BEST OF
HIS OR HER KNOWLEDGE, INFORMATION, AND BELIEF OF THE UNDERSIGNED, THE ANSWERS
GIVEN IN THIS QUESTIONNAIRE ARE TRUE AND CORRECT AND DO NOT OMIT ANY FACTS
REQUIRED FOR A PROPER ANSWER TO ANY ITEM STATED HEREIN.
If at any time prior to the effective date of the Registration Statement
any of the information set forth in the responses of the undersigned to this
Questionnaire has changed due to passage of time, or any development occurs that
requires a change in any such answer, or has for any other reason become
incorrect, the undersigned will forthwith furnish to the individual to whom a
copy of this Questionnaire is to be sent, as indicated at the address shown on
page (ii) hereof, any necessary or appropriate correcting information.
Otherwise, the Company is to understand that the above information continues to
be, to the best of the undersigned's knowledge, information and belief, complete
and correct as of the effective date of the Registration Statement.
THE UNDERSIGNED HAS BEEN OR WILL PROMPTLY BE PROVIDED WITH THE
REGISTRATION STATEMENT AND THE UNDERSIGNED AGREES TO REVIEW PROMPTLY AND
CAREFULLY SUCH REGISTRATION STATEMENT AND TO REPORT TO THE FOLLOWING ANY
INFORMATION THAT RENDERS ANY OF THE STATEMENTS MADE THEREIN MATERIALLY
MISLEADING OR THE OMISSION OF ANY STATEMENT THAT WOULD CAUSE THE STATEMENTS TO
BE MATERIALLY MISLEADING: [Insert contact information, including e-mail address,
for all relevant persons.]
Dated:__________, __________ ____________________________________
Signature of Selling Stockholder (or,
in the case of an entity, an
authorized representative of
such entity)
Name: _____________________________
Title:_____________________________
___________________________________
(Please type or print your name and
title, if any, exactly as it should
appear in the Registration Statement.)
