The instructor, simply said, does a great job!

John A. Hall, President & Chief Executive Officer, Rainier Pacific, Tacoma, WA

Two Days — 16 CPE Credits (Offered as an ON-SITE program. Please email W. Anderson Bishop for more details)

Created by popular demand for private companies' teams of corporate financial and legal officers, CPAs, attorneys and IR professionals who want the very best preparation for an IPO, covering:

• Preliminaries of going public

• SEC registration process

• Selecting a stock market

• Investor relations

• All the steps needed to complete the offering

• Advantages, disadvantages and expenses of an IPO

• Corporate "housecleaning" - vital before taking this big step

• Critical elements in the registration statement and prospectus

• Timetable for all tasks, including the "road shows"

• SEC's special rules that apply to IPOs

• Duties and responsibilities of officers, directors and the auditors

PLUS...Also learn to:

• Meet the periodic reporting requirements of the 1934 Exchange Act (Forms 10-K, 10-Q, 8-K)

• Write a risk-free MD&A with ease

COURSE SCHEDULE

DAY ONE

8:30 - 9:00 am -- Registration

9:00 - 11:30 am -- Overview of the SEC's Requirements

• Welcome and program introduction

• The 1933 Act vs. the 1934 Act - registration vs. periodic reporting

• 1934 Act filings: Forms 10-K, 10-Q, 8-K; who files; when, how and why

• Key reporting issues the year after you go public

• Administrative requirements; special aspects of EDGAR (electronic) filings - due dates; getting an extension; consequences of non-timely filing; amendments, in-house EDGAR

• The SEC's integrated disclosure system - use of Regulations S-K, S-B and S-X for the various forms

• What pronouncements you must know; how the rules, regulations, forms, financial reporting releases, staff accounting and staff legal bulletins fit together

• Researching SEC problems; building your own SEC reference library

11:30 am - 12 noon -- Working with the SEC staff

• The SEC's hierarchy - structure of the Division of Corporation Finance

• Effective ways to deal with the SEC staff; who to contact and when to seek SEC advice

• The role of the Office of the Chief Accountant

• The impact of the SEC's new leadership

• How filings are selected for review - what kind of comments you can expect and how to respond

• The SEC's enforcement process - pitfalls to avoid

12 noon - 1 pm -- Lunch Break

1:00 - 3:15 pm -- Are you ready for an IPO?

• Advantages and disadvantages

• Timetable for an IPO - never too soon to start getting ready

• Assembling your IPO team - underwriters, attorneys, accountants and financial printers

• Corporate housecleaning

• Selecting a stock market - comparing Nasdaq and stock exchange requirements

• Budgeting for an IPO - what are the costs?

3:15 - 5:00 pm -- Preparing the Form S-1

• Required disclosures - securities being offered - SEC disclaimer - use of proceeds - selling security holders - plan of distribution - dilution

• Describing your business - the past five years - products, customers, competition

• Risk factors

• Financial statement requirements

• Sensitive compensation/related party disclosures about executive officers and directors

• The auditors' responsibilities and liabilities; independence issues - traps to avoid

• When must you update financial information

• Dealing with the "plain English" requirements

5:00 - 6:30 p.m. – Cocktail Party for Participants and Their Guests

DAY TWO

8:30 - 11:00 am -- Financial Statement Requirements of Form S-1

• Working with Regulation S-X - financial statement disclosure requirements that exceed GAAP

• Rule 3-09: equity investees - requirements for separate financial statements or summarized financial data

• Rule 3-05: financial statements of businesses acquired or to be acquired

• Rule 3-12: the 135 day rule for "stub periods"

• The hot accounting issues stemming from the SEC's concern with earnings management

• Critical disclosure issues: the latest list of SEC "hot buttons" in financial reporting

11 am - 12 noon -- Preparing the MD&A

• The Coca-Cola enforcement case: Lessons for Disclosure and Audit Committees

• The SEC's latest MD&A Guidance -- FR 72

• Using plain-English

• The requirement to disclose critical accounting estimates

• How best to describe: Liquidity and capital resources, “known trends” and "known uncertainties" and year-to-year results of operations

• Voluntary vs. mandatory forward-looking information in the MD&A

• Financial Reporting Release 36 -- the SEC’s interpretations and guidance in applying the requirements

• How to discuss results of operations by segment

• Disclosing pro forma earnings and other alternative measures of performance -- Regulation G and S-K Item 10

• When MD&As draw Enforcement action, liability exposure of officers, directors and experts

• Who should contribute what -- organizing the MD&A drafting project

• SAB 74: How should the effects of the FASB's major new standards be disclosed?

• Use of checklists for MD&A preparation

• Should your MD&A be audited?

• "Meaningful cautionary language" under the 1995 Private Securities Litigation Reform Act (PSLRA) -- how detailed should it be? How does it protect you?

12 noon - 1 pm -- Lunch Break

1:00 - 2 pm -- Preparing the MD&A (Conclusion)

2:00 - 3:15 pm -- After You File Form S-1

• Road shows - telling your story to the investment community

• Due diligence procedures - comfort letters to underwriters

• Going effective: "Gun jumping," deficiency letters from the SEC; amendments to the registration statement

3:15 - 4:30 pm -- Completing the Offering

• Closing the offering and collecting the proceeds

• Reporting the use of proceeds in quarterly and annual reports after the offering

• Sale of restricted or control stock under Rule 144

• Liability exposure of the officers and directors

• Filing Form S-8 for stock options

• Investor Relations

• Civil and criminal liability risks under the 1933 and 1934 Acts

• Insider trading rules under Section 16

• The short-swing trading restrictions under Section 16

• Disclosure controls, internal controls and 302/906 certificates for your quarterly and annual reports after the offering

Learning Objective: SEC filings and securities law update.
Delivery Method: Group-Live
Prerequisites/Advance Preparation: None
Program Level: Overview