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Brad Armstrong of
Blue Whale Movers said the SCOR is an option for him while organic growth,
venture capital and banks are not options because he has a big goal that would
take a large amount of cash. He and his partner had already exhausted their own
cash reserves, the profits from the Austin location were not great enough to
take away and apply to another location, the banks are too cautious and the
venture capitalists and angels wanted to own at least 40% of the company if
they were to invest. By doing a SCOR, Brad offered just 10% of equity in the
company to a number of individual investors.
Topic for
discussion: Why would an investor buy stock in a privately-held company?
Answer: To
make money and for a sweet tax break. A big part of figuring out if the SCOR is
the right vehicle for you is determining if the investment would be attractive
to others. Remember, there is no secondary market for SCOR investments. If you
buy stock in a publicly traded company listed on a stock exchange, you can sell
it when the price goes up or down and you want to divest yourself of the
investment.
Not so with
investments made under a SCOR. There have been several attempts to develop a
secondary market based on SCOR offerings, but they have all collapsed becase
the numbers are too small --too few businesses, too few brokers, and such
little numbers -- the fellows in the big market just think it's a waste of
time.
Individually, it
could work for you if you are able to provide the investor with a return, e.g.,
a proposed dividend schedule and an exit strategy. The investor's exit is tied
to yours. Ultimately, do you intend to sell the company? Go public? The
investor will require answers to these important questions and a timetable to
evaluate the investment opportunity.
Topic for
discussion: What does it take to execute a SCOR?
Answer:
Unlike the initial public offering (IPO) under the Securities and Exchange
Commission (SEC), a complicated, expensive process, the SCOR is under your
state's Securities Commissioner; and by comparison, it is a fairly inexpensive
and straightforward way to go public.
David Porter said
you need an attorney, an accountant and a stock broker. Tom Stewart Gordon
estimated a total cost of about $30,000. The IPO process costs well over $1
million in underwriting, legal and accounting fees. If you are interested in
investigating a SCOR further, start by obtaining the downloadable SCOR issuer's
manual, SCOR, Small Corporate Offering Registration, How to Complete the
Question and Answer Disclosure Document for Your SCOR or Reg. A Filing from the
website of the North American Securities Administrators Association at
http://nasaa.org.
This 100+ page
manual has a soup-to-nuts description of what you need to know about the
application process. Here's an excerpt from the beginning of the issuer's
manual: "Part I of this Manual informs you of the general requirements to use
and file the Form U-7, called the "SCOR Form."
Part II of the
Manual provides specific directions on how to fill out the SCOR Form. Once
completed, the SCOR Form may be filed as the main disclosure document for
offerings being registered in all states accepting SCOR." Part II has a
separate section for each of the 50 questions of the Form U-7, making it a user
friendly document when a number of different people contribute to the
preparation of the prospectus. You could answer some of the questions yourself
while employees and/or outside consultants answered others. That way you could
minimize your cost and still produce a high quality disclosure document. At the
same site, you can obtain the necessary forms for filing in MS Word, further
facilitating the document preparation.
You think about
it: Can you imagine having shareholders? What would you do with the money
you could raise with a SCOR?
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