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What is the Online Offering Service / Technology made available by PreIPO-Direct?Technology made available by PreIPO-Direct is an online network application for the use of the brokerage and financial community as well as the corporate community for the purpose of raising capital via self underwriting from world wide investors on a Dutch auction basis.
It saves a tremendous amount of time and expense for the offeror, whether technology made available by PreIPO-Direct was contracted by the Company itself (a pure self-underwritten Offering contracting technology made available by PreIPO-Direct) or through one of the registered broker-dealers who has already contracted for technology made available by PreIPO-Direct for purpose of using this application.
What is An Online Network Application?
A Network Application is similar to any other application software with one significant difference. The computing work is done by a network of computers rather than one computer. An online network Application is one where the above mentioned network of computers happens to be accessible from the internet.
However, for technology made available by PreIPO-Direct, the Internet is only one way of accessing the application. PreIPO-Direct's technology computing network is also accessible via alternative methods for auditors and escrow agents, etc. (telephone dial ups and virtual private networks) even offline investors can also join in the Offering through their Broker Dealer placing bids for them.
All user interfaces in PreIPO-Direct's technology are designed as web pages and are compatible with ANY and ALL basic web browsers produced after 1998. This means that no client software is needed as well as the fact that investor pool is 100 % intact because there are no technology restrictions (wireless and hand held devices are compatible).
Version 2.2 of technology made available by PreIPO-Direct will include a telephone menu interface for off line investors calling in to request the Offering document and placing bids over the phone, the current version 2.1 requires off line investors to proxy there actions through their broker-dealer.
What is the function of technology made available by PreIPO-Direct?
To best describe technology made available by PreIPO-Direct, we need to describe the self underwritten Offering procedures of raising capital:
The offeror(always a Company) would decide on the Offering parameters (equity, structure, nature ( public/private), initial or secondary, and so on )
The Offering document is then created and registered if needed. (Prospectus or PPM. technology made available by PreIPO-Direct will provide online hosting for that document in the investor interface as will be discussed later, as well as a publishing interface for the leasee or licensee (either the Offering Company itself or a broker dealer member of technology made available by PreIPO-Direct ) to upload that document.
The offeror then leases technology made available by PreIPO-Direct to host their Offering, either directly (application service provider model) or through a broker dealer that already has a license with technology made available by PreIPO-Direct where technology made available by PreIPO-Direct is an application service provider to the dealer not the offeror). PreIPO-Direct's technology will provide this contractor with an online PUBLISHING/EDITING/COMMUNICATION interface which will be hosted and accessed via the same address as the investors web site but with an additional /administration to the application.
The application allows the Offeror to have a pre-auction registration internet web site where investors can register with the Licensee's web site whether the Licensee is the Offering Company itself or a broker dealer. Those web sites are parts of PreIPO-Direct's technology application and are provided as a part of the service … the Internet address of those sites will always end in with a common extension. This is the only interface investors will ever use, later on when auction start the registered members will be able to place bids and track their monies and bid status and cancel bids from that site. Furthermore this web site will also e- mail those users confirmation notice upon registration/bids/effective bids/winning bids/cancellations, etc. All these functions will be done on a state of the art secure web site... security measures will include but are not limited to :
The offeror can also direct online traffic to that registration web site even after the auction is started, including the use of banner ads, e-mail campaigns and similar on line marketing tools. The application includes technologies needed to track all referrers and such information relevant to enabling offeror to spend their marketing dollars wisely without intrusion on a user's privacy.
- Fire walling.
- Intrusion detection measures.
- Encryption (Latest standard).
- Human monitoring.
- Continuous debugging.
- Daily download of all data.
- Daily Hard Copies of all users/bids data.
The offeror then decides on a date to start the auction and a tentative date to end it. PreIPO-Direct's technology licensee interface will provide means of creating and setting up this auction with all Offering/auction criteria choices. Based on the type of Offering and the companies choice of utilizing a Dutch Auction or firm pricing the differences in registration forms as well as distribution logarithms can be incorporated by the Offeror.
The offeror then contracts a bank to act as an escrow agent for the duration of the auction. (escrow agent will keep all monies sent to Company as guarantee's of bids and will refund all the monies back to bidders who do not get their bid satisfied.
The auction is started; investors are welcomed to place tentative bids on the system. Each bid gets assigned a unique bid number (UBN), which, will facilitate tracking and payment.
The investors would have to send appropriate amounts of monies to guarantee their bids of course coupled with their respective UBN upon escrow agent receipt of these monies... Their bid then becomes EFFECTIVE BIDS. technology made available by PreIPO-Direct will provide all escrow agents with an online interface accessible from same address as the licensee's interface... the escrow agent interface will allow the following functions on a real time basis:
- Approve bids by UBN.
- Review Bid information before approval if needed. ( e mail - name lookup)
- All Bids information Downloads. (excel sheet compatible format with options of all /tentative/effective/wining/losing bids)
- Daily total check screen. (total amount of monies approved day by day for session by session check up measure)
- Total to date approved monies.
The auction ends when the offeror makes the decision to end the auction or no longer than 120 days from inception. At this time the closing sequence is started:
- All tentative bids are canceled; A report containing those bids is then generated by the Offeror.
- All Effective bids are classified into winning bids and losing bids, appropriate reports also created and presented. (Dutch auction rules apply ... one closing price... distributions for tie bids will follow the FIFO or percentage rules depending on the percentage of tie bids to total Offering).
- All winning bids are then calculated for the portion of guarantee monies that exceeds the actual closing price. A winning bid refund statement is also generated and presented.
- A report can be generated with TENATIVE winning bids allocation statement... Offeror is encouraged to hire their own auditor at this point to review all of the data.
- All records of the Offering are then removed from PreIPO-Direct's technology application and stored on a media and presented to the Licensee.
Please Note... PreIPO-Direct's technology allocation is only tentative but not binding… this is a self-underwriting that will be allocated according to the Offeror...
Technology made available by PreIPO-Direct role is as an Information Technology provider and the offeror will have a HARD COPY of all relevant records both day by day and at the end of the auction as well as access to real time data concerning the bids and total monies involved in auction throughout that auction till the end. At which time … Offeror and escrow agent are responsible to conduct their own AUDIT.
Technology made available by PreIPO-Direct Components:
There are several "working parts" to PreIPO-Direct's technology as an online application. PreIPO-Direct's technology does many things, all of which are necessary to the proper functioning and/or satisfaction of rules and regulations. Included in these functions are:
- General Interface.
- Secure Registration Section.
- E-Mail Database and Management.
- Required Offering Document Reading or Downloading Prior to Bidding.
- Secure Individualized Bidding and Confirmation System.
- Administrative Interface for the Company Management.
- Administrative Interface for the sponsoring Broker-Dealer.
- Administrative/Confirmation Interface for the Escrow Agent.
- Administrative Interface for the Transfer Agent.
Each of these functionalities and interfaces handles a separate operational aspect of the system and allows the computing functions of the application to be more widely distributed as well as allowing us to create a redundancy factor among the functions and interfaces, thereby assuring capture and retention of all critical data. The functioning and operation of each of these individual site sections will be described in further detail below
General Interface:
This would also be known as the "Home Page". It is the first thing a new visitor to the site would see. It would contain general information regarding the sponsoring broker-dealer as well as the Company or companies, which have Offerings on the site. These Offerings may be Equity Securities (Stocks), Unsecured Debt Instruments (General Corporate Bonds) or Secured Debt Instruments (Corporate Mortgage Bonds). These Offerings could be "public" or "private". A public Offering would indicate that the Company has been accepted for listing on one of the trading exchanges (such as the NYSE, AMEX or NASDAQ). A private Offering would be one wherein there has been no such acceptance and it is not known whether there will be a secondary market for the securities (that is, whether than can be resold to a third party).
The General Interface would also contain a link to the registration section. It may also contain a link to the prospectus or Offering memorandum. It may contain a link to real player or quick time videos or audio messages from the Company. It may contain a link to a chat room where the user can ask questions of a Company representative on line specifically on private placements to accredited investors.
Secure Registration Section
The secure registration section will be built in accordance with all applicable privacy laws and an audited and approved privacy policy to be set out on the site. It will be designed using the latest in encryption technology allowable under Federal Law. It will of course require all the usual information, name, address, telephone, etc. It will also include requests for data mandated by the SEC to be obtained from each potential investor as well as a method for approving investors. Such approval will be provided within the parameters of applicable Federal and State Laws and SEC regulations.
The secure registration data will be recorded redundantly in two discrete databases, one for the sponsoring broker dealer and one for the Offering Company. Neither will have access to the other. These databases will only be accessible from the individual administrative interfaces on the site. E-Mail Database and Management System
The application will have a separate e-mail database and e-mail management system. This will compile all the e-mail and accompanying names from the Secure registration database and allow the Administrators to send out information pieces and marketing data to those people who have registered on the site for the Offering. In addition the e-mail management system will allow the Administrator to create lists based on any number of parameters chosen by the administrator including demographics, geographic location, or annual family or individual income or type of profession.
Required Offering Document Reading or Downloading Prior to Bidding
Prior to being allowed to place a bid for any securities offered via the PreIPO-Direct application, the user must read the Offering Document in full, or have Completed Downloading the document in full. Only then will the "Place Bid" button be activated allowing he user to be brought to the bidding page of the application site.
Secure Individualized Bidding and Confirmation System
Each Offering will have its own discrete bidding and confirmation system. Each of these bidding units will be secured using the latest encryption technology as permitted under Federal Law. In order to place a bid the user will need to supply additional information, which will not be stored as part of the profile created on the registration database. The information required in this section will be a method of payment, which will be Electronic Funds Transfer, Bank Check, or Credit Card. This information will be viewable only by the Escrow Agent who is the sole party responsible for dealing with the monies received for the securities being purchased. In addition the user will be required to choose a method of delivery for the securities. The choices here will include, personal delivery to the purchaser, securities to be held by transfer agent or the deposit of the securities into a designated brokerage account. This information will be viewable only by the Transfer Agent who is solely responsible for the delivery of the securities being offered.
Bids will have a minimum acceptable price,which will be set at the beginning of the auction by the Offering entity. Bids submitted below this minimum price will be automatically rejected by the system. Likewise, no one may legally place a bid to purchase more than 10% of the Offering, and any attempt to make such a bid will be automatically rejected by the system.
Bids, which meet the required parameters, will be accepted by the system and processed to the Escrow and Transfer Agents respectively. On acceptance of the bids e-mail confirmation notices will be forwarded to the bidder. The confirmations will include a system generated unique bid number, which number, must be part of all inquiries, correspondence, payments regarding the Offering. The confirmation will also state the date, time and amount of the bid as well as the quantity of securities bid for.
Administrative Interface for Company Management
The Administrative Interface will permit the Company management to do several things. It will allow them to post new information about the Company and the Offering, including reminders of the closing date of the Offering, or a statement of what percentage of the securities have had bids accepted, what the current high bid price is, etc. Obviously, it allows the Company management to view all the information in the bidding database as well as the registration database. It also allows them to manage the e-mail database described above for marketing purposes.
This interface also permits the Company to create its own unique design for its Offering when there are multiple Offerings on a Broker-Dealer sponsored site. It also permits the uploading of the Offering documents as well as other additional, supplemental and miscellaneous information documents regarding the Company and the Offering.
This interface also allows the Company to close the auction early if their capital goals have been met or if all the securities have been subscribed prior to the chosen closing date for the auction. I also allows the Company to withdraw the Offering for any reason and to require all bid funds received to be returned or credited as the case may be by the Escrow Agent. It also allows the Company to see the following statistics :
- *Site Activity by unique visits and page views
- *Number of Bids Made
- *Date and Time of Each individual bid
- *By whom each bid was made
- *Demographics of visitors and bidders
- *Total Amount Bid
- *Total portion of the securities bid for/outstanding
Administrative Interface for the Sponsoring Broker Dealer
This interface allows the broker dealer to access the general portion of the site in order to post messages to users regarding other Offerings, market trends, analyses and reports available, and similar useful information. It also allows them access to their e-mail database and management thereof, as described above.
Administrative Interface for Escrow Agent
This interface is for the Escrow Agent, that entity which will be exclusively responsible for the receipt and ultimate distribution of funds collected via the auction. The escrow agent is responsible for receiving checks and electronic funds transfers, i.e wire transfers and any other form of payment accepted by Offeror. They are also responsible for assuring that all bids meet the minimum bid requirement and the maximum amount restriction.
The interface will show all the required information and store it in a database allowing the escrow agent to review all of this information at any time. The Escrow Agent is also responsible for confirming to the user that his bid has been received and accepted as meeting the requirements of the auction and when payment is due (if not made by credit card). Finally the Escrow Agent is responsible for transmitting to the Transfer Agent the final accepted bids and distribution ratios upon the closing of the auction.
Administrative Interface for Transfer Agent
This interface is for the Transfer Agent, the sole entity responsible for the actual issuance of the security certificates after the close of the auction and the final acceptance of bids and determination of the distribution ratios by the Escrow Agent and/or Offeror and/or Auditor.
This interface allows the Transfer Agent to view the pertinent information from the Escrow Agent and to double check it against the information in the general bid database. It also can access all the "winning" e-mail addresses in the e-mail database and advise those bidders that their securities will be distributed to them in accordance with their instructions.
For more information, please contact:Arthur Rosenfield
CEO & Founder
Capitalist-Direct
BizWiz
Rainbow Pages, Inc.
330 East 38th Street
New York, NY 10016
TEL 212-692-0704
EMAIL Arthur.Rosenfield@bizwiz.comhttp://www.bizwiz.com
http://Capitalist-Direct.com
If you have previously registered in Capitalist-Direct, please contact us at: . |
PreIPO-Direct is part of the CAPITALIST-DIRECT service. CAPITALIST-DIRECT for Capital Sources, Capital Seekers, Corporations, Intermediaries and Professionals - Worldwide
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Items presented on this page are neither an offer to sell nor a solicitation of an offer to buy any investment. Any offering is made by prospectus only in states which have authorized the sale of any particular offering and only from securities dealers who may lawfully offer the particular security in such states. Users should not rely on such postings as an offering to sell securities. This is a membership service for news and article information exchange between particpants under the Terms of Use. Particpants intending to submit content to this service which may include the sale of securities at some time in the future, can learn about compliance requirements of Federal and State laws and regulations under Securities Act of 1933 at The Laws That Govern the Securities Industry, US Securities and Exchange Commission.
Last Updated: Thursday, March 27, 2001 - 9:00 a.m. Eastern Time |
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