Download Free Print-Only PDF OR Purchase Interactive PDF Version of this Form
Notification Form - Listing Of Additional Shares Form. This is a Official Federal Forms form and can be use in General Forms NASDAQ.
Tags: Notification Form - Listing Of Additional Shares, Official Federal Forms NASDAQ, General Forms
The NASDAQ Stock Market® Notification: Listing of Additional Shares Please review the Instructions (separate document) before completing this Notification. Complete Part I and only the applicable sections of Part II. PART I: General Information COMPANY NAME SYMBOL CONTACT NAME CONTACT TITLE PHONE EMAIL CLASS AND DESCRIPTION OF SECURITIES TO BE ISSUED: PRE-TRANSACTION TOTAL COMMON SHARES OUTSTANDING (EXCLUDING TREASURY STOCK): 1. Provide a brief description of the transaction: ________________________________________ ___ _________________________________________________ _ __ 2 List all filings made or expected to be made with the SEC related to the transaction, including the form type and the date filed on EDGAR: ____ ___________________________________ ____________ ___ ___________________________________ ____________ ___ 3. Shares offered by company (including shares underlying convertible securities): Shares sold by selling shareholders: Maximum number of shares to be offered: 4. Are there any contingencies that would result in the issuance of additional shares not included above (such as earn-out shares payments, anti-dilution adjustments, price protection, reset or other similar provision)? Yes No 5. Are any of the securities to be issued convertible or exercisable into common stock? Yes No If yes: Are the securities future priced securities? Yes No Refer to IM-5635-4, for a definition of future priced securities. 6. Does any officer, director, employee or consultant of the company have a direct or indirect interest in the transaction (including as a selling shareholder)? Yes No 7. Does any shareholder who owns 5% or more of the company have a direct or indirect interest in the Yes No transaction (including as a selling shareholder)? 8. In connection with the transaction, will any party receive board nomination or designation rights? Yes No If you answered “yes” to any of the Questions 4 through 8, please explain: ________________________________________________________________________________ ___ _________________________________________________ _ _ 1 American LegalNet, Inc. www.FormsWorkFlow.com 9. Provide the name and percentage ownership of the largest shareholder (if greater than 5%) before and after the transaction, assuming the maximum number of shares is issued. Name of shareholder: _______________ Percentage before: Name of shareholder: _______________ Percentage after: 10. Date of board approval: ___ % ____ ____________________ 11. Date of shareholder approval (if applicable): 12. Date or expected date of issuance: % ___ ____________________ __ ____________________ PART II: Transaction Information Please check the appropriate box and complete applicable section(s) indicated. Acquisition/Merger (A) Adoption/Amendment of Equity Compensation Plan (B) Dividend Reinvestment Plan (B) Employee Savings, Stock Purchase or 401(k) Plan (B) Exchange Offer (C) Inducement Grant (B) Litigation Settlement(C) Private Placement (C) Professional Services Agreement (C) Public Offering (C and D) Recapitalization (C) Rights Offering (other than a Poison Pill) (C) Other (provide separate detailed explanation) A. Acquisition/Merger 1. Describe the company or assets being acquired: ______________________________ __________________________________________________ ___ __ 2. Can any shares or convertible securities be issued to any party other than the target or its shareholders in connection with the transaction? Yes No If you answered yes, please explain: ___________________________________________ ______________________________________________________ ___ __ 3. Will the company assume any equity compensation plans of the target? Yes _ No If yes: a. Will future equity awards be issued under assumed plans? Yes No b. Were the assumed plans approved by target shareholders? Yes No 4. Will the company assume any additional equity compensation awards issued outside of the assumed plans referred to in Question 3? Yes No If you answered “yes” to any of Questions 2 through 4, please ensure that you included those shares in the maximum number of shares to be offered, listed in Part I, Question 3. 2 American LegalNet, Inc. www.FormsWorkFlow.com B. Stock Option, Purchase Plan, or Other Equity Compensation Arrangement for which Shareholder Approval Has Not Been Obtained 1. Name of plan or plan amendment: 2. For an amendment that increases the number of authorized shares in an existing plan, please provide: Shares before this amendment: Shares added by this amendment: Total plan shares: ______________________________________ _____ ____________________ ______________ ________________________ _____ ___________________________________ __ 3. If the plan or amendment was not approved by shareholders, upon which exception to Listing Rule 5635(c) is the company relying? _ ____ _______________ 4. _ For an inducement grant, provide the date the offer of employment was accepted, or other agreement made, pursuant to which the inducement grant will be issued: __ _ C. Private Placement/Public Offering Companies conducting a public offering must also complete Section D. 1. Date and time (or expected date) of definitive agreement or underwriting agreement: 2. Provide the book value per share from the most recent SEC filing: $ Provide the sale price per share or conversion price: $ ________ _ _ Will the sale price or conversion price be at least the greater of the book or market value (closing price) of the common stock as of the date and time provided in Question 1? Yes No For the definition of book value and market value, please see Frequently Asked Questions. 3. What is the use of proceeds? ______________________________ If any proceeds from the private placement are being used to fund the acquisition of the stock or assets of another company, please also complete Section A. 4. Name of the brokerage firm or placement agent (if any): 5. Will any placement fees be paid in the company’s common stock or securities convertible into common stock? Yes No If you answered yes, please explain: _______________________ ______ ___ _____________ __________ _____________________________ _______________________ ______ . 3 American LegalNet, Inc. www.FormsWorkFlow.com D. Pre-Offering Public Float The Securities and Exchange Commission’s Regulation M governs the activities of underwriters, companies, selling security holders and others in connection with offerings of securities. Regulation M is designed to prohibit activities that could artificially influence the market for the offered security, based on measures such as the dollar value of the average daily trading volume and the company’s public float. A company conducting a public offering should complete this section to update its public float, in order to avoid unnecessary trading restrictions being placed on the distribution of its securities. For purposes of this section, a company should determine its public float by subtracting from the nondiluted total shares outstanding shares owned by officers, directors, and persons or entities with a 5% or greater ownership position (“affiliates”). Shares owned by affiliates do not include any convertible securities such as options, warrants, convertible notes and convertible preferred stock. 1. CUSIP*/CINS number: __ *CUSIP Service Bureau can be reached at +1 212 438 6565 or www.cusip.com. 2. Shares held by affiliates pre-offering: _ 3. Shares in the public float pre-offering: _ _ 4. Date of public float calculation: _ __ Authorized Signature NAME TITLE SIGNATURE DATE ©January 2011, The NASDAQ OMX Group, Inc. All rights reserved. The NASDAQ Stock Market is a registered trademark of The NASDAQ OMX Group, Inc. 4 American LegalNet, Inc. www.FormsWorkFlow.com