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Notification Form - Listing Of Additional Shares Form. This is a Official Federal Forms form and can be use in General Forms NASDAQ.
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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:
________________________________________________________________________________
___ _________________________________________________
_
_
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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.
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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:
_______________________
______
___
_____________
__________
_____________________________
_______________________
______
.
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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.
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