10.16 F orm: IPO Time and Responsibility Sche dule
Participant s Abbreviatio n
Issuer IIssuer Counsel IC
Managing Underwriter(s) UW Underwriters’ Counsel UCIssuer Auditors IA Transfer Agent and Registrar TA
Date Activity Participant s
First Week of
February Organizational meeting to review:
Timetable
Offering size
Inclusion of selling shareholders
Road show timing and plans for marketing meetings
Assignment of responsibilities for tasks
Selection of financial printer and banknote company
Selection of Transfer Agent and Registrar
Scope, character and responsibility for corporate
housekeeping such as amendment to certificate of
incorporation, employment contracts, option agreements, etc.
Listing on a national securities exchange or quotation on Nasdaq
Discussion of financial statements required and of any
special accounting problems
Discussion of any anticipated disclosure problems
Discussion of anticipated NASD or Blue Sky
problems
Arrangements with other stockholders who have
registration rights
Desirability of pre-filing conferences with the SEC,
Blue Sky authorities (if applicable) or the NASD
Recapitalization of the Issuer (e.g., stock split or
reverse stock split) that will be required prior to offering
Discussion of any desired stockholder concessions,
such as lockup agreements
Discussion of need to request confidential treatment of any exhibits I, IC, UW, UC, IA
Complete working group list I, IC, UW, UC, IA, TA
Commence preparation of Registration Statement I, IC, UW, UC
Date Activity Participant s
Review intended use of proceeds. Consider whether
there are any issues under the Investment Company Act of 1940I, IC, UW, UC
Commence business due diligence and legal due
diligence review IC, UC, UW
Draft Officers’ and Directors’ Questionnaires I, IC Commence preparation of Underwriting Agreement,
Agreement Among Underwriters, Underwriters’
Questionnaire, Underwriters’ Power of Attorney and
Preliminary Blue Sky Memorandum UC
Commence preparation of necessary financial statements I, IA
Draft powers of attorney for Registration Statement and amendments I, IC
Select banknote company to print stock certificates I Select financial printer I File Form ID with the SEC to obtain EDGAR access
codes for the Issuer I, IC
Second Week
of February Advise banknote company of schedule and arrange for
printing of stock certificates I
Select Transfer Agent and Registrar I, IC Select Financial Printer I, IC Send Officers’ and Directors’ and 10% Shareholders’
Questionnaires and powers of attorney, if any, to
officers, directors and 10% shareholders of Issuer I
Select and reserve stock exchange trading symbols (if
stock is to be listed on a national securities exchange);
determine availability of Nasdaq trading symbols (if
stock is to be quoted on Nasdaq) I, IC
Continue preparation of Registration Statement and
underwriting documents I, IC, UW, UC
Commence preparation of request for confidential
treatment, if necessary I, IC
Commence negotiations with lenders concerning
necessary consents and revisions of covenants that I, IC
Date Activity Participant s
would restrict offering or use of proceeds thereof
Third Week of
February Circulate drafts of Registration Statement and
Underwriting Agreement
IC, UC
Discuss Registration Statement and Underwriting Agreement I, IC, UW, UC, IA
Revise Registration Statement and Underwriting Agreement I, IC, UW, UC
Discuss comfort letter content and procedures UC, UW, IA Commence drafting required of Board resolutions I, IC
Commence preparation of stock exchange or Nasdaq listing application I, IC
Review and approve proofs of stock certificates I Circulate drafts of financial statements IAObtain completed questionnaires and powers of
attorney, if any, from officers and directors and 10%
shareholders of Issuer I
Fourth Week
of February Draft of Registration Statement to printer IC
Meeting to discuss initial printed proof of Registration
Statement and Underwriting Agreement I, IC, UW, UC, IA
Begin assembling and drafting exhibits to Registration Statement I, IC
Circulate revised proofs of Registration Statement and
Underwriting Agreement IC, UC
First Week of March Meetings to discuss revised proofs of Registration Statement
I, IC, UW, UC, IA
Complete all corporate housekeeping I, IC Obtain signature pages and powers of attorney for
Registration Statement and amendments from directors
and officers; furnish copy to Underwriters’ counsel and Issuer counsel I, IC
Date Activity Participant s
Second Week of MarchFinalize financial statements I, IA
Finalize Underwriting Agreement I, IC, UW, UC Send drafts of Registration Statements to stock
exchange on which the Issuer wishes to list stock for
confidential review of eligibility (required by the New
York Stock Exchange if listing intention language is to
be included in the preliminary prospectus) IC
Third Week of March Meeting of Board of Directors of Issuer to approve all
required actions, including adoption of resolutions relating to:
Authorization of issue, sale and delivery of stock
Approving form of Underwriting Agreement and
authorizing execution and delivery thereof
Approving Registration Statement and Prospectus and
authorizing execution and filing of Registration
Statement and all amendments thereto
Authorizing listing of stock on Nasdaq or a stock exchange
Authorizing “Blue Sky” filings
Appointing Transfer Agent and Registrar
Approving all necessary corporate housekeeping
Approving form of stock certificates I, CC
Meeting (or written consent in lieu of meeting) of
shareholders of the Issuer, at which resolutions
approving reincorporation and/or recapitalization and all
“corporate cleanup” matters that require shareholder
approval are adopted I, IC
File charter amendments necessary to effectuate
reincorporation and/or recapitalization I, IC
Circulate draft of comfort letter IA Prepare Form 8-A for Exchange Act registration if
applicable I, IC
Fourth Week of March Meeting to finalize Registration Statement I, IC, UW, UC,
IA
Complete assembly and preparation of exhibits to
Registration Statement I, IC
Date Activity Participant s
Prepare application for CUSIP number I, ICPrepare transmittal letter to SEC ICComplete application for Nasdaq or stock exchange listing I, IC
Prepare transmittal letter to NASD UC Obtain check for NASD filing fee and arrange for wire
transfer payment of SEC registration fee I
Send final changes in Registration Statement to printer;
prepare filings for SEC, NASD I, IC, UC, IA
Complete Preliminary Blue Sky Survey, if applicable UC Execute Registration Statement, Auditor’s Report and Auditor’s Consent I, IA
File Registration Statement with SEC electronically via EDGAR IC
File Form 8-A with SEC electronically via EDGAR and
with stock exchange on which listing is sought, if
applicable IC
File Registration Statement and related materials with NASD UC
File request for confidential treatment with the SEC, if
applicable IC
Issue press release regarding filing of Registration Statement I, UW
Proceed with Blue Sky qualifications, if applicable, as
designated by Managing Underwriter I, UC
Apply for CUSIP number I, IC
First and
Second Weeks of April Apply for listing on Nasdaq or stock exchange; send
copies of Registration Statement to Nasdaq or exchange
I, IC
Request estimated SEC comment date IC Begin preparation of Road Show materials UW, I
Date Activity Participant s
Third and Fourth Weeks of AprilFinalize engagement arrangements with Transfer Agent
and Registrar necessary for its initial appointment
I, IC
Obtain CUSIP number for stock I, IC Approve final proof of stock certificates IComplete Road Show materials and rehearse I, UW
Resolve outstanding issues with NASD and Blue Sky administrators UC
Resolve issues with Nasdaq or stock exchange on which stock will be listed I, IC
First Week of May Receive stock exchange or Nasdaq approval for listing
or quotation of stock IC
Receive initial comments from SEC IC Review SEC comments and prepare amendment to
Registration Statement in response thereto I, IC, UW, UC, IA
File amendment to the Registration Statement with the
SEC electronically via EDGAR IC
File amendment to the Registration Statement with the NASD UC
File amendment to the Registration Statement with
Nasdaq or stock exchange, as applicable IC
Print and distribute preliminary prospectus IC, UC
Second Week of May Commence “Road Show” marketing efforts I, UW
Third and Fourth Weeks of May Receive additional comments from the SEC and file
amendments to the Registration Statement until all open comments resolved I, IC, UW, UC
Date Activity Participant s
Obtain NASD clearance of underwriting arrangements UW, UCPrepare requests for acceleration of effective date of
Registration Statement (Form 8-A will be declared
effective automatically upon the later of (i) filing, (ii)
receipt of certification from the applicable national
securities exchange, and (iii) the effectiveness of the
Registration Statement) I, IC, UW, UC
Arrange for certification to be provided to SEC by
exchange on which stock will be listed as a prerequisite
for effectiveness of Form 8-A I, IC
Notify Nasdaq of expected effective date of Registration
Statement no less than 72 hours prior to anticipated effectiveness I, IC
Finalize comfort letter UW, IA, UC Distribute initial draft of closing memorandum UC
Commence preparation of legal opinions, certificates
and other closing documents and order good standing certificates UC, IC, TA
First Week of June Send acceleration request of the Issuer to SEC together
with letter of Managing Underwriter(s) joining in such
request and providing information concerning
distribution of preliminary prospectuses IC
Directors and officers of the Issuer file Form 3 with the
SEC, if Form 8-A will be declared effective IC
Deadline for receiving completed Underwriters’
Questionnaire and Underwriters’ Powers of Attorney
from syndicate members UW
Registration Statement declared effective by SEC
Form 8-A becomes effective
Managing Underwriter notified of effectiveness of
Registration Statement and Form 8-A, if applicable I
Nasdaq or stock exchange notified of effectiveness of
Registration Statement and Form 8-A, if applicable I
Finalize Final Blue Sky Survey UC
Date Activity Participant s
Complete Blue Sky registrations UCPreliminary Agreement reached between Issuer and
Managing Underwriter(s) as to final terms of the offering I, UW
Meeting of Issuer’s Board of Directors (or special
committee of the Board of Directors) to establish the
price of stock to Underwriters and the initial public
offering price thereof and to approve final form of
Underwriting Agreement I, IC
Sign Agreement Among Underwriters UW Sign Underwriting Agreement I, UWDeliver comfort letter IA
Prepare tombstone ad UW, UCFinalize and print final Prospectus I, IC, UC, IA
Commence public sales of stock UWIssue press release announcement offering I, UW Release tombstone ad UWBegin market-making activities UW Sign Selected Dealers’ Agreements, if applicable UWDistribute revised draft of closing memorandum UC
Contact banknote company to arrange for printing of
quantity of stock certificates I
Pricing + 1 Business Day
(Second Week of June) Tombstone appears in designated publications UW
Notify syndicate of closing date and give instructions re payment UW
File final Prospectus with SEC electronically via
EDGAR, pursuant to Rule 424(b) under the Securities Act IC
Deliver copy of final Prospectus to NASD UC
Date Activity Participant s
Deliver copy of final Prospectus to Nasdaq or stock exchangeIC
Furnish Issuer, Transfer Agent and Registrar with names
and denominations in which stock certificates are to be registered UW
Issuer Counsel opinion and instructions for certificates
to Transfer Agent and Registrar I, IC
Pricing + 2 Business Days Preliminary closing (2:00 p.m., Eastern time, on the
business day preceding the closing) I, IC, UC
Pricing + 3 Business Days Closing (10:00 a.m., Eastern time) I, IC, UW, UC,
TA
Day after effective date of Registration Statement File Form S-8 to register stock issuable pursuant to
employee benefit plans
I, IC
Within 45 days after the end of the first fiscal quarter ending after effective date of Registration Statement (unless such first fiscal quarter is the last fiscal quarter of the current fiscal year) File report on Form 10-Q with SEC I, IC, IA
Date Activity Participant s
Within 90 days after the end of the fiscal year ending after the effective date of the Registration StatementFile report on Form 10-K I, IC, IA
As soon as
practicable after the end of 12 months beginning after the effective date of the Registration Statement Make earnings statements meeting the requirements of
Section 11(a) of the Securities Act generally available to stockholders
120 days from the end of the fiscal year in which Registration Statement becomes effective Last date on which to file registration statement with
respect to common stock under the Exchange Act on
Form 8-A, if stock not voluntarily registered previously
under the Exchange Act
I, IC
Effective date of common stock registration statement under
Exchange Act Due date of initial reports of beneficial ownership of
equity securities under Section 16(a) of the Exchange
Act on Form 3 by officers, directors and 10%
shareholders of the Issuer; proxy solicitation rules now
applicable with respect to common stock of the Issuer
I, IC
Date Activity Participant s
Various dates subsequent to effective date of Registration StatementMailings to stockholders as represented in Prospectus I, IC
Provide Underwriters with copies of filings as agreed
upon in Underwriting Agreement I, CC