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Easy Money: Profiting From Restricted Stocks
(Source: U.S. Securities and Exchange Commission)

Fortunes are being made every day by those who are familiar with the profit-making opportunities involving restricted securities. EASY MONEY: PROFITING FROM RESTRICTED SECURITIES offers an overview, a sense of perspective and an understanding of the developments and concerns associated with restricted securities. This publication should be of interest to potential investors of "Reg S," "Reg D," and "144 stock" and to anyone interested in learning about exceptional investment opportunities. Additionally, those undertaking offerings exempt from the registration provisions of the securities laws - to include in-house and outside counsel, syndicators and issuers, developers, investment bankers and broker-dealers - would benefit greatly from the information contained within these pages. The publication contains a discussion of the following issues:

• What Is Control Stock?

• What Are Restricted Securities?

• What Is "Rule 144" Stock?

• What Is "Rule 144(k)" Stock?

• What Does It Mean To Have A Nonaffiliate Status?

• What Is The Significance Of A Three-Year Holding Period?

• What Is Tacking?

• What Are Restrictive Legends?

• What Is "Rule 145" Stock?

• What Are The Requirements Applicable To Rules 144,144(k),145, & Control Stock?

• Rules "144 and145": Terms Of Sale

• What Is A Holding Period?

• What Are Volume Limitations?

• What Is The Manner Of Sale?

• The Required Notice Of Proposed Sale (Form 144)

• A Discussion Of Stock Options, Incentive Stock Options & Non-Qualified Stock Options

• Investment Strategies For Holders Of Restricted Securities

• Hedging Techniques

• Margin And Collateralization

• Utilizing Options Against Restricted Securities

• Exchange Or Barter Strategies

• Restrictions On The Resale Of Restricted Securities

• A Discussion Of Section 4(1)

• Termination Of Restrictions On Resale For Non-Affiliates

• Recent Amendments To "Rule 144"

• "Rule 144(a)": Private Resales Of Securities To Institutions

• Resales Of Securities Acquired In A Merger/Acquisition

• "Rule 145"

• Resales Of Securities Issued Pursuant To Employee Compensation Plans

• "Rule 701(c )"

• Resales Of Securities Received As A Gift

• Resales By Donees Of Restricted Securities

• Resales By Donees Of Control Securities

• Resales By Donees Of "Rule 145" Securities

• Resales Of Restricted Or Control Securities That Have Been Pledged

• The Effects of Regulations "A" & "D" On The Cost Of Raising Capital

• Regulation "A"

• Integrated Registration And Reporting System For "Small Business Issuers"

• Regulation "D": "Rule 504," "Rule 505," "Rule 506"

• Additional Compliance Considerations Under Regulation "D" The Effects of Regulation "S" On The Cost Of Raising Capital

• "Rule 901," "Rule 903" and "Rule 904"

• What Is An Offshore Transaction?

• A Discussion Of Directed Selling Efforts

• Issuer Safe Harbor

• Issuer Category One & Issuer Category Two

• Transactional Restrictions

• Offering Restrictions

• Issuer Category Three

• "Rule 904"

• SEC Concerns: Rules "904,144(a), and 144"

• Problematic Practices Under Regulation "S"

• Interpretive Guidance On Regulation "S" Practices

• Role Of Regulation "S" In Companies' Capital-Raising Plans

• Troublesome Resales

• The Concept of Control

• Interpretations By The SEC

• Interpretations By The Judiciary

• The Transaction Or The Securities? "Rule 147(e)"

• What Are Installment Agreements?

• What Are Binding Subscription Agreements?

• Substitution Of Securities: Same Issuer & Different Issuers

• Securities Acquired In Foreign Offerings

• Securities Acquired In Registered "Rule 145" Transactions.

• Introduction To "Rule 145(c )"

• "Party" To "Rule 145(a)" Transactions

• Certain Affiliates Of Parties To "Rule 145(a)" Transactions

• Leakage Provision

• Nonaffiliate Of Acquired Company & Nonaffiliate Of Issuer

• Nonaffiliate Of Acquired Company And Affiliate Of Issuer

• Affiliate Of Acquired Company And Nonaffiliate Of Issuer

• Affiliate Of Both Acquired Company And Issuer

• "Rule 145(d)": Unlimited Resales

• Nature Of Resale

• The Distribution Concept

• How To Avoid A Distribution

• Is It Legal To Sell Securities Without Registering With The S.E.C.?

• Is There An Exemption From Registration For Interstate Offerings?

• Is There An Exemption For "Sophisticated Investors"?

• What Is A Private Placement?

• How Does An Offering Qualify As A Private Placement?

• What Are The Benefits Of A Private Placement?

• What Are The Requirements For Exemption Outside Regulation "D"?

• What Is A Private Placement Offering Memorandum?

• What Is Supplementary And Corrective Material?

• Does An Offeree Have An Opportunity To Verify The Information Disclosed In The Offering Memorandum?

• What Is The Process For Creating A Private Placement Offering?

• Why Would There Be A Need For A Purchaser Representative?

• What Constitutes A General Solicitation?

• Is Fee Sharing Allowed?

• What Constitutes Investment Intent?

• What Regulations Exist Regarding Oral Representations?

• Does An Offeree Receive A Formalized Acceptance?

• What Are The Mechanics Of The Offering Process?

• What Are The Rules Regarding The Use Of Escrow Accounts?

• If I Receive Stock From An Issuer For Services Rendered, What Should I Look For?

• What Is The Significance of "Rule 144" For, Let's Say, An Individual Who Has Received Restricted Stock As Compensation For Services Rendered?

• What Is The Main Disadvantage Of Owning "144" Stock?

• What Is The Purpose Of The Holding Period?

• Are There Any Exceptions To This Holding Period?

• Who Is An "Affiliate"?

• How Much "144" Stock Can I Sell?

• What Are The Informational Requirements?

• How Do I Sell "Rule 144" Stock?

• Do Other Exceptions Exist?

Price: $150.00 plus shipping

ISBN 0-9659948-1-3

The author, Ian L. Renert, is the Managing Director at Hawthorne-Sterling & Company, a financial consultancy based in Wilton Connecticut that specializes in restricted securities transactions and the private market for bank debentures, standby letters of credit, bank guarantees and medium-term notes. The firm assists companies with capital formation initiatives utilizing "Reg S," "Reg D," and "144 stock" offerings. Mr. Renert is also the author of the only two authoritative research books written about the private market for bank instruments, i.e. bank debentures, standby letters of credit, medium-term notes, bank guarantees. The names of the publications in the two-part series are: Standby Letters of Credit: The Private Primary Market (part 1) and The Disguised Eurodollar Loan Syndication (part 2).

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