Services We Provide Clients

Norman T. Reynolds Law Firm

Publicly-Traded Companies

S-1, S-3, S-4, and S-8 Registration Statements under the Securities Act of 1933; Proxy and Information Statements (Schedule 14A and 14C), and Periodic Reports (Form 10-K, Form 10-Q, and Form 8-K); Reverse Mergers; Spin-Offs; Reports for Companies not Registered under the Securities Exchange Act of 1934; Form 10 and Form 8-A Registration Statements under the Securities Exchange Act of 1934; London Stock Exchange Offerings; and OTC Markets Group, Inc.

The firm specializes in the preparation of registration statements under the Securities Act of 1933, including Form S-1, S-3, S-4, and S-8. Services include appropriate due diligence and the preparation of the necessary corporate documents and agreements to support the particular registration statement, including Form 8-A under the Securities Exchange of 1934.

We have also provided legal services with respect to reverse mergers of private companies into public companies. Services include the preparation merger agreements, usually involving reverse triangular mergers, as well as ensuring that the proposed merger complies with the Securities Act of 1933, if the merger is to be in the form of a non-registered offering.

At times, a spin-off of a subsidiary of a publicly-traded company is desired. We have been involved in many spin-offs, and have ensured that the requirements of the Securities Act of 1933 and the Securities Exchange Act of 1934 are met, including the preparation of Form 10 under the Securities Exchange Act of 1934. In addition, we have prepared the necessary filings for companies that are not registered under the Securities Exchange Act of 1934, but are publicly-traded on the OTC Markets Group, Inc. In those situations where companies that are not registered under the Securities Exchange Act of 1934, but are publicly-traded on the OTC Markets Group, Inc., desire to register under the Securities Exchange Act of 1934, we have prepared the necessary Form 10 registration statement.

With respect to our publicly-traded clients, we have prepared all filings required by the Securities Exchange Act of 1934, including proxy and information statements, Schedule 14A and 14C, and periodic reports on Form 10-K, 10-Q, and 8-K, as well as stock ownership holdings on Form 3, Form 4, Form 5, and Schedule 13D.

We have also assisted in offerings on the AIM of the London Stock Exchange and the Deutsche Boerse in Frankfurt am Main, Germany, in order to access the European securities markets.

Private Placements under Regulation D and Regulation S; Rule 506 Offerings

We have prepared numerous private placements for clients seeking to raise capital in a non-public manner. These placements are governed by Regulation D, promulgated under Rule 506 of the Securities Act of 1933. Our services have included the drafting of private placement memoranda and the Form D filings required by the Securities and Exchange Commission (the “SEC”) and the various states where the securities may be sold.

Our private placement services take advantage of the significant changes by the SEC to its rules governing the private offerings of securities including general solicitation and general advertising now permitted in certain private placements conducted under Rule 506(c) of Regulation D under the Securities Act of 1933.
In addition to the preparation of Regulation D offerings, we have prepared many private offerings pursuant to Regulation S under the Securities Act of 1933 in order to raise capital overseas.

Broker-Dealers and Arbitrations

The firm has also performed services on behalf of securities broker-dealer firms in connection with their regulatory requirements with the SEC, state securities commissions and the Financial Industry Regulatory Authority, Inc. (“FINRA”).

Our services have included dealing with “net capital” issues, arbitrations involving claims by former customers of broker-dealers, and resolving other regulatory issues with state securities commissions and FINRA.

Mergers, Consolidations, Conversions, and Acquisitions; Tax Implications

Over the years, the firm has been engaged in many business acquisitions, both capital stock and asset acquisitions, mergers and consolidations of businesses, in addition to the reverse mergers of private companies into public companies, conversions changing the form of a business, and general corporate work to implement any of the requested transactions. As part of our services, we have included tax structure advice.

Preparation of Rule 144, Section 4(a)(1), Section 4(a)(1½), Section 4(a)(2), and the New Section 4(a)(7) Opinions

We have represented many clients in the preparation of opinions with respect to the transfer of stock pursuant to Rule 144 under the Securities Act of 1933, as well opinions with respect to Section 4(a)(1), Section 4(a)(1½), and the New Section 4(a)(7) of the Securities Act of 1933.

Section 4(a)(1) exempts resale transactions by “any person other than an issuer, underwriter, or dealer.” Section 4(a)(2) exempts transactions by “an issuer not involving any public offering.” Because of the broad definition of underwriter, affiliates are often not covered by Section 4(a)(1), and they are excluded from Section 4(a)(2). Rule 144 under the Securities Act of 1933 allows limited resales by affiliates (and non-affiliates) of the issuer subject to holding periods and other limitations. The “Section 4(a)(1½) exemption” has been accepted as allowing for limited resales of restricted securities in private transactions without the holding period requirement of Rule 144.

New Section 4(a)(7) to the Securities Act of 1933, grants a statutory exemption for resale transactions in restricted and control securities subject to certain conditions. Up until now, affiliates of the issuer have lacked a clear exemption to permit unlimited resale transactions. The new statutory exemption under Section 4(a)(7) will bring certainty to the resale transactions that up until now have been exempted under Section 4(a)(1½). The new Section 4(a)(7) exemption will apply so long as certain enumerated requirements are met.

Expert Witness in Securities Cases; Securities Fraud

We have acted as expert witnesses in both federal and state courts with respect to securities matters involving the Securities Act of 1933 and the Securities Exchange Act of 1934. Testimony has included opinions with respect to Rule 144, Regulation D, the filing requirements under the Securities Exchange Act of 1934, and liability under Rule 10b-5.

Chills imposed by The Depository Trust Company

On occasion, The Depository Trust Company (“DTC”) will impose a “chill” on the trading of securities of a publicly-traded company, due to perceived irregularities. We have been engaged by clients to negotiate with the DTC to remove the “chill,” so that the clients’ shares can once again trade in the public market. Included in our services have been a thorough review of all of the clients’ stock transactions identified by the DTC as being problematic, review of the applicable law, negotiations with the DTC, and the preparation of legal opinions to support the removal of the “chill.”

Work with EDGAR Service Providers

We have worked with many EDGAR service providers to ensure that our clients’ filings under the Securities Act of 1933 and the Securities Exchange Act of 1934 are properly completed. In working with EDGAR service providers, one must provide documents that meet the requirements of the securities laws and respond promptly to any issues that may arise. Usually, a quick turn-around is important in any filing with the SEC. We and our EDGAR service providers partners work closely to achieve the desired result.

CONTRACT GENERAL COUNSEL

The firm also acts as a contract general counsel for a flat monthly fee, for those companies who do not wish to employ a full-time general counsel. Our services include filings required by the Securities Exchange Act of 1934, including periodic reports on Form 10-K, 10-Q, and 8-K, as well as stock ownership holdings on Form 3, Form 4, Form 5, and Schedule 13D. We also perform general corporate work, including, but not limited to, the preparation of corporate minutes. Work on proxy and information statements, Schedule 14A and 14C, and various contracts, mergers, acquisitions, registration statements under the Securities Act of 1933, such as Form S-1, S-3, S-4, and S-8, and private placements will be on an agreed fee basis.

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