Programs Under Which You Can Get Blue-Skied & Obtain Additional Visibility

In 1996 Congress passed NISMIA, in which they took away the States' power to control "covered" securities. These are AMEX, NYSE, PCX (ArcaEx) Tier I and full NASDAQ companies. In addition, PCX Tier II companies are blue skied in a large number of states. However, Small Cap, OTCBB, and Pink Sheet companies are still subject to state jurisdiction. Most states are covered by the S&P and Mergent blue sky programs. If you are on the OTCQX you are required to be blue-skied and if you are on the OTCBB, NASDAQ, AMEX or NYSE it is still a must-have for any company serious about being public.

• Standard & Poors through their "Corporation Records", and their Market Access Program for OTC Bulletin Board Companies
• Mergent (formerly Moody's)
• North American Securities Administrators Association -- to find addresses for the regulators in the states where the S&P or Moody's do not get you exempted.

Avoiding Disclosure Problems.

If your company is on the OTCQX, you must conform with Pink Sheets LLC's rules on disclosure, Posted at PinkSheets.com in PDF format . You also must have a Designated Advisor for Disclosure (DAD). Although there has not been enough time for independently written How To articles on this subject, we expect to soon see a relevent supplement to Rieves & Lefebvre's "Investor Relations for the Emerging Company". As soon as it is available you will find it in the book department of BullAndBearGifts.com. For more information on DADs and listing on the OTCQX, go to The IR Dream Team.

If your company is on the OTCBB, NASDAQ, AMEX or NYSE, you must conform with SEC regulations regarding disclosure. These rules can be applied to not only press releases but all types of communication.

• A must-read publication is A Plain English Handbook: How to Create Clear SEC Disclosure Documents , by the SEC.
• On the August 2000 regulations regarding selective disclosure, read The SEC's Selective Disclosure Rule , plus Executive Alert , by NIRI - and go to the SEC's website to read their news release Chairman Arthur Levitt Hails Leveling of Information Playing Field . The entire rule published at the SEC is: Final Rule: Selective Disclosure and Insider Tradings .
• CCBN . CCBN is a leading webcaster who offers a wealth of information at their "Regulation FD Resource Center".
• PR Newswire offers Financial Disclosure Information , including a glossary of terms.
• Venture Capital and Securities Law by Wilson Sonsini Goodrich & Rosati -- a series of briefing papers, including ": Providing Financial Information the Safe Way: An Investor Relations Checklist" and many other valuable articles.
• Minimize Securities Litigation Risks by Meredith Landy at Brobek. This article specifically addresses the IR information at your company website.If this page disappears at their site, here is a text-only version , in which links probably no longer work.
• Safe Harbor Law Boosts Corporate Disclosure by Stanford GSB. An opinion as to the effect this law has had. If this page disappears at their site, here is a text-only version , in which links probably no longer work.
• Securities Regulation in Cyberspace -- A book offered for $175 by Bowne. This first-of-a-kind treatise tells you how to offer securities in cyberspace. If it has disappeared from our link to the "What's New" portion of the store by the time you access it, look for it in the catalog pages accessible from The Main Store Page .
• SEClaw.com -- has articles, commentary, forums and a bookstore.
• DisclosureResource.com (sponsored by PR Newswire) -- news, research & publications on disclosure around the world. You need to register but the site is free.

Electronic Filing of Your Documents with the SEC.

Although this is not, strictly, an IR function, in a small company the IR person wears many hats. There are a number of companies which, for a fee, will convert documents to EDGAR format and transmit them to the EDGAR database. Investor relations companies and financial printers, such as R. R. Donnelley, C. C. Rich and Edger-Online (listed below), often offer this service. A quick search on the Internet found several companies advertising this service: Electronic Financial Filing Services, Inc. , American Financial Printing Inc. , EDGARfilings , PR Newswire , and Network Financial Printing .

A "must-read" is the SEC's publication Plain English Handbook: How to Create Clear SEC Disclosure Documents .

If you need to save money or prefer to do the filing yourself, the following links provide information.

• EDGAR Home Page at the SEC
• Edgar-Online , a private company offering many services. On their support page they offer many good "How To..." articles on the subject of electronic filing.
• R. R. Donnelley Financial . RRD is a financial printer which also offers electronic filing services. Look under "Publications" for their bookstore which offers several "How To..." books and links to relevant SEC pages.

In today's complicated world, for quarterly and year end reports you may wish to choose one company which can file your report, send out your press release, schedule your conference call, and post a copy of the call on the Web all at the same time. Not only is it easier to have one company do everything but you want to avoid disclosure problems which can arise if one group gets the information earlier than another group. Therefore, also read our information on Talking to Wall Street and the Public.

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