Confidential
PRIVATE PLACEMENT
MEMORANDUM
This Private Placement Memorandum is a document that provides information on a new
issue of securities to potential investors. A private placement is a funding round of
securities which are not sold through a public offering, but rather through a private
offering to a small number of investors. The memorandum contains relevant
disclosures so that the investor can weigh the risk involved and make a fully informed
decision with respect to the investment. This document contains numerous standard
provisions as well as opportunities for customization to address the specific needs of the
company. It should be used by companies when offering a private placement.
___________________________________________
Confidential Memorandum Copy No: _____Recipient: _________________
______________________________________________
____________Shares of Common Stock
$0.___per share
Minimum Purchase: ______ Shares ($__________)
________________________________________________________________________
This memorandum pertains to an offering of common stock (the “Shares”) of
_____________________________(the Company) to Accredited Investors and a
maximum of thirty-five (35) “Sophisticated” Investors.
THE SECURITIES BEING OFFERED HEREBY INVOLVE A HIGH
DEGREE OF RISK AND SHOULD BE PURCHASED BY INVESTORS
WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT.
PROSPECTIVE INVESTORS SHOULD CAREFULLY REVIEW AND
CONSIDER THE DISCUSSION UNDER "RISK AND OTHER
IMPORTANT FACTORS."
Price to Proceeds to
Investors Commissions Company
Minimum Offering
(____________Shares)
Per Share $______ $______ $.____per share
Total Minimum $______ $______ $_________
Maximum Offering
(____________Shares)
Per Share $______ $_____ $___ per share
Total Maximum $________ $_____ $________
The date of this Memorandum is________________.
© Copyright 2011 Docstoc Inc. registered document proprietary, copy not ii
CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM
_______________________________
__________ Shares of Common Stock at $________ per Share
THIS MEMORANDUM HAS BEEN PREPARED SOLELY FOR THE BENEFIT OF
ACCREDITED INVESTORS AND A MAXIMUM OF THIRTY-FIVE(35)
“SOPHISTICATED” INVESTORS INTERESTED IN THE PURCHASE OF THE
SECURITIES OFFERED IN CONNECTION WITH THE FINANCING DESCRIBED
HEREIN. THIS OFFERING INVOLVES A HIGH DEGREE OF RISK AND SHOULD
BE PURCHASED BY INVESTORS WHO CAN AFFORD TO LOSE THEIR ENTIRE
INVESTMENT. PROSPECTIVE INVESTORS SHOULD CAREFULLY REVIEW AND
CONSIDER THE DISCUSSION UNDER "RISK AND OTHER IMPORTANT
FACTORS."
THE SHARES OFFERED HEREBY HAVE NOT BEEN APPROVED OR
DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS
THE SECURITIES COMMISSIONER OF ANY STATE OR OTHER JURISDICTION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PRIVATE PLACEMENT
MEMORANDUM OR ENDORSED THE MERITS OF THIS OFFERING. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THE SHARES
OF COMMON STOCK SOLD HEREBY WILL BE "RESTRICTED SECURITIES" FOR
PURPOSES OF FEDERAL AND STATE SECURITIES LAWS AND INVESTORS MUST
PURCHASE THESE SECURITIES FOR THEIR OWN ACCOUNT AND FOR
INVESTMENT. SEE "RESTRICTIONS ON TRANSFERABILITY OF SHARES."
THE SHARES OFFERED HEREUNDER HAVE NOT BEEN REGISTERED WITH THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION AND ARE BEING OFFERED PURSUANT TO EXEMPTIONS FROM
REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“ACT”). THE SHARES MAY NOT BE TRANSFERRED IN ABSENCE OF AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN OPINION OF
COUNSEL THAT AN EXEMPTION FROM REGISTRATION IS AVAILABLE.
© Copyright 2011 Docstoc Inc. registered document proprietary, copy not iii
THESE SECURITIES INVOLVE A SUBSTANTIAL DEGREE OF RISK AND ARE
SUITABLE ONLY FOR INVESTORS OF SUBSTANTIAL MEANS WHO HAVE NO
NEED FOR LIQUIDITY IN THEIR INVESTMENT. THERE IS NO PUBLIC MARKET
FOR THE SHARES AND NONE IS LIKELY TO DEVELOP. ACCORDINGLY,
INVESTORS MAY NOT BE ABLE TO LIQUIDATE THEIR INVESTMENT AND
MUST CONTINUE TO BEAR THE ECONOMIC RISK OF THE INVESTMENT AND
SHOULD BE PREPARED TO HOLD THEIR INVESTMENT INDEFINITELY.
THE CONTENTS OF THIS CONFIDENTIAL PRIVATE PLACEMENT
MEMORANDUM AND ASSOCIATED SUPPLEMENTAL MATERIAL, INCLUDING
ALL FINANCIAL DATA, HAVE BEEN SUPPLIED BY, AND ARE THE
RESPONSIBILITY OF THE COMPANY. THE PROJECTED FINANCIAL
STATEMENTS CONTAINED IN THIS MEMORANDUM ARE NOT TO BE
CONSTRUED AS A REPRESENTATION OR WARRANTY OF FUTURE
PERFORMANCE OR RESULTS OF ECONOMIC RETURN WHICH MAY ACCRUE
TO INVES