Fully integrated securities act registration statement that includes a gift distribution by the principal stockholders of a blank check company
OwnerJohn L. Petersen, Rachel A. Fefer +1inventors
InventorsJohn L. Petersen, Rachel A. Fefer, Jon David Washburn
Life of this patent
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Abstract
A method of registering the securities of a blank check company and implementing the related plan of operations. The disclosed methodology for a blank check company integrates the requirements of Securities and Exchange Commission Rule 415 and 419 with a registered offering on Form S-1 that contemplates several classes of gift, resale and stock issuance transactions and provides an integrated framework for implementing a business combination and providing appropriate disclosure to all stockholders.
Claims30
A method of preparing a fully integrated Form S-1 registration statement for a blank check company that complies with the requirements of Rule 415 and Rule 419, and permits the advance registration of each class of securities transaction that is likely to occur during the implementation of the blank check company's plan of operations, comprising the steps of:
- generating a single registration statement comprising:
- a distribution of gift shares;
- a deposit of stock certificates representing the gift shares to escrow;
- a negotiated business combination;
- a reconfirmation offering;
- a business close transaction;
- and
- a distribution of all required quarterly and annual reports in accordance with legal requirements.
A method for operating a blank check company which includes a gift distribution by the principal stockholders, the steps comprising:
- filing a registration statement;
- distributing a block of shares that will be given to a large number of family members, personal friends and business acquaintances as gifts;
- depositing the stock certificates representing the gift shares in escrow;
- searching for an acquisition candidate;
- negotiating the optional resale of the founders' shares in connection with compensatory transactions;
- negotiating a business combination in reliance on the registration statement;
- conducting mandatory reconfirmation offerings to recipients of gift shares;
- closing the business combination;
- and
- distributing all required quarterly and annual reports in accordance with legal requirements.
A system for preparing a fully integrated Form S-1 registration statement for a blank check company that complies with the requirements of Rule 415 and Rule 419, and permits the advance registration of each class of securities transaction that is likely to occur during the implementation of the blank check company's plan of operations, comprising:
- means adapted for generating a single registration statement comprising:
- a distribution of gift shares;
- a deposit of stock certificates representing the gift shares to escrow;
- a negotiated business combination;
- a reconfirmation offering;
- a business close transaction;
- and
- a distribution of all required quarterly and annual reports in accordance with legal requirements.
A system for operating a blank check company which includes a gift distribution by the principal stockholders, comprising:
- means adapted for filing a registration statement;
- means adapted for distributing a block of shares that will be given to a large number of family members, personal friends and business acquaintances as gifts;
- means adapted for depositing the stock certificates representing the gift shares in escrow;
- means adapted for searching for an acquisition candidate;
- means adapted for negotiating the optional resale of the founders' shares in connection with compensatory transactions;
- means adapted for negotiating a business combination in reliance on the registration statement;
- means adapted for conducting mandatory reconfirmation offerings to recipients of gift shares;
- means adapted for closing the business combination;
- and
- means adapted for distributing all required quarterly and annual reports in accordance with legal requirements.
Dependencies are inferred from the claim text.