The Complete Going Public Handbook : Everything You Need to Know to Turn a Private Enterprise into a Publicly Traded Company Book

	Acknowledgments	ix
	Introduction	xi
1	The Advantages and Disadvantages of Going Public	1
	The Advantages	1
	The Disadvantages	7
2	Advance Planning	13
	Ten Suggestions	13
3	The World of Underwriters	33
	What You Should Know About Underwriters	34
	How to Attract Underwriters	44
	Selecting an Underwriter	45
	Limits on Underwriter Compensation and Offering Expenses	52
4	Registering and Marketing the Traditional IPO	57
	The Valuation of Your Company	57
	Letter of Intent	59
	Types of Underwritings	61
	The Cost of a Traditional IPO	62
	Due Diligence	65
	Press Releases and Publicity	67
	Major Participants and Timetable	71
	The Prospectus	72
	The Registration Process	73
	State Securities Laws	73
	Road Shows	76
	The Pricing Meeting	77
	Execution of Underwriting Agreement, Lock-up Agreements, and Effective Date	78
	Directed Shares	80
	Closing	80
5	Preparing the Prospectus for the Traditional IPO	81
	SEC Registration Forms	82
	Advantages of Forms SB-1 and SB-2	83
	Legal Concerns	84
	Sections of Form S-1 Prospectus	85
	Plain English	98
6	Nontraditional Methods of Going Public	99
	What Are Nontraditional IPOs?	99
	Why Can't a Company Qualify for a Traditional IPO?	100
	Why Consider a Nontraditional IPO?	101
	Are There Any Advantages of Nontraditional IPOs Over Traditional IPOs?	103
7	Self-Underwritings and Best-Efforts Public Offerings	105
	Marketing	105
	Broker-Dealers	106
	Officers and Employees Aftermarket Trading	107
	Direct IPOs Over the Internet	108
	Legal Considerations	109
	Protecting Your Personal Assets	111
	How Does the Company Choose Which Offering It Wants?	111
	Summary of Public and Private Offering Choices	118
	Text of NASAA Model Accredited Investor Exemption	121
8	Regulation A: The $5 Million Offering	127
	Testing the Waters	128
	Who Can File Under Regulation A?	130
	Bad Boy Disqualification	130
	How Much Money Can Be Raised?	131
	Offering Statement and Offering Circular	132
	Outline of Regulation A	133
9	SCOR: The $1 Million Do-It-Yourself Registered Offering	141
	Federal Registration Exemption	143
	State Securities Laws	144
10	Mergers with Publicly Held Shell Corporations and Spin-Offs	149
	Shell Mergers	150
	Spin-Offs	153
11	Trading on the NASDAQ Stock Market and National Securities Exchanges	157
	Initial Listing Requirements	159
	Over-the-Counter Market vs. Exchanges	159
	What Is Best?	169
	Tick Rule and Short-Selling	170
	Fees	172
	Maintenance Criteria	172
	Corporate Governance Requirements	174
	Getting Your Stock in the Newspaper	176
	The NASDAQ National Market Fee Schedule	177
	The NASDAQ SmallCap Market Fee Structure	178
12	Being Public	181
	Brief Summary	183
	Form 3, Form 4, and Form 5 Reports--Section 16(a) of the 1934 Act	185
	Liability for Short-Swing Profits--Section 16(b) of the 1934 Act	187
	Short Sales and Sales Against the Box--Section 16(c) of the 1934 Act	190
	Personal Use of Inside Information--Rule 10b-5 Under the 1934 Act	191
	Tipping of Material Confidential Information--Rule 10b-5 Under the 1934 Act	195
	Schedules 13D and 13G--Sections 13(d) and 13(g) of the 1934 Act	196
	Trading During Distribution of Securities--Regulation M Under the 1934 Act	198
	Foreign Corrupt Practices of 1977--Sections 10A, 13(b)(2), and 30A of the 1934 Act	199
	Participants, Aiders and Abettors, Conspirators, and Controlling Persons	204
	Conclusion	206
13	Rule 144 of the 1933 Act	207
	One-Year Holding Period for Restricted Securities	209
	Amount Salable Under Rule 144	210
	Adequate Public Information	212
	Manner of Selling	213
	Form 144	213
	Exemption for Restricted Securities Held Two Years	214
	Control Securities	214
	Conclusion	214
14	The Story of an IPO	217
	Appendixes
1	Excerpts from Drkoop.com, Inc.'s Prospectus Dated June 8, 1999	235
2	Firm-Commitment IPO Underwritings Filed with the SEC, Which Were Publicly Offered During 1999, Listed by Name of Lead Managing Underwriter	287
3	Underwriting Discount and Certain Expenses of Firm-Commitment IPOs Filed with the SEC, Which Were Publicly Offered During 1999, Listed by Name of Lead Managing Underwriter	315
4	Timetable for Traditional IPO	349
5	Excerpts from Regulation A Offering Circular of Real Goods Trading Corporation Dated June 21, 1993	357
6	Form U-7 (Contains the SCOR Form)	399
	Index	439
	About the Author	449