IPO: Your Guide to Going Public

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
•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
•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 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

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 3-06: 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
•How best to describe liquidity and capital resources, "known facts" and "known trends" and year to year results of operations
•What makes a quality MD&A, how detailed should it be - analysis of many examples
•Voluntary vs. mandatory forward-looking information in the MD&A
•Financial Reporting Release 36 - the SEC's interpretations and guidance in applying the requirements
•The "probability/magnitude" test for disclosure of known uncertainties
•How to discuss results of operations by segment
•When MD&As draw SEC enforcement action, liability exposure of officers, directors and experts, lessons of the SONY case
•Who should contribute what - organizing the MD&A drafting project
•"Meaningful cautionary language" under the 1995 Private Securities Litigation Reform Act - how detailed should it be? How does it protect you?
•Use of checklists for MD&A preparation
•The AICPA's Attestation Standard No. 8 - should you have your CPAs audit or review the MD&A?

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
•Selecting a stock market - comparing Nasdaq and stock exchange requirements
•Going effective: "Gun jumping," deficiency letters from the SEC; amendments to the registration statement

3:15 - 4:00 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

4:30 4:00 - 4:30 pm Current Activity at the SEC
•The Commission's current projects - proposed rules that may affect your filings this year and next
•New Staff Accounting Bulletins and new Staff Legal Bulletins
•The SEC's electronic filing system - what is new on EDGAR