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.

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.

Private Placements under Regulation D; 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.

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.

Estate Planning and Probate

We have prepared numerous wills and trusts for clients. Our services have included the drafting of simple or complex wills and trusts as required by the needs of the client.

We necessary, we have provided probate services for clients to implement the passage of a deceased client’s estate. Our services include the preparation of all necessary documents to probate an estate, and appearances in the probate court as may be required.

Real Estate Transactions

We have been involved in numerous real estate transactions for clients, ranging from the purchase or sale of raw land, shopping centers, and office buildings. Our services have included the drafting of all necessary documents as may be required by the needs of the client, including preparation of leases, operating agreements, and services related to capitalizing, syndicating, and financing of real estate.

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