The Entrepreneur's Guide to GOING PUBLIC (complete 329 page book) is now available for download to your computer for only $15

• PART l - OVERVIEW OF THE PROCESS
  
• PART II - ASSEMBLING THE IPO TEAM
  
• PART III - BEFORE THE OFFERING
  
• PART IV - THE PUBLIC OFFERING PROCESS
  
• PART V - COMPLETING THE PUBLIC OFFERING

• What's the IPO Outlook?
  
• Who are the IPO Players?
  
• Is My Company Ready?

• Advantages to the Company
  
• Advantages to the Founders'
  
• Benefits for the Entire Community of the Company
  
• The Securities Exchanges
  
• The Disadvantages of the Public Marketplace
  

  Disclosure
  

  Accountability
  

  Control or Loss of Control
  

  Expenses

• Summary

Chapter 2 - Alternatives to Going Public

• Private Financing
  
• Debt Financing
  
• Subordinated Debt
  
• Sources of Debt Financing
  

  Commercial Banks
  

  Commercial Finance Companies
  

  Leasing Companies
  

  Savings and Loan Associations
  

  Small Business Administration
  

  Industrial Revenue Bonds
  

  Life Insurance Companies and Pension Funds
  

  Leveraged Buy-Outs
  

  Venture Capital
  

  Research and Development Partnerships
  

  Small Business Investment Companies (SBICs)
  

  Small Business Investment Research Grants (SBIRs)

• Summary

Chapter 3- The Cost of Doing Business

• Underwriter Costs
  

  Commissions
  

  Nonaccountable Expense Allowance

• Professional Costs
  

  Legal Fees
  

  Accounting for Accounting
  

  Investment Bankers and Consultants

• Additional Up-Front Costs
  
  Printing

  
  

  Registration Fees

  
  

  Hidden and Future Costs
  

  Summary

Chapter 4 - Timing

• Time Planning
  

  A Two-Step Process
  

  Timetable

• Summary
  

Chapter 5 - The Business Plan

• The Next Step
  
• Business Plan Structure
  
• Pre-Private Financing
  
• Special Executive Summary
  
• Follow-Up
  
• Summary

Chapter 6 - The Management Team

• Administration and General Management
  
• Operations Management
  
• Financial Management
  
• Marketing Management
  
• Engineering and R&D
  
• Personnel
  
• Legal
  
• Summary

Chapter 7 - The Board of Directors

• Good and Bad Boards
  
• An Informed Board is a Helpful Board
  
• What to Expect from a Board of Directors and What Not
  

  The Board of Directors Does Not Run the Company
  

  The Board of Directors Does Not Develop Company Strategy
  

  The Board of Directors Enhances Company Performance
  

  Directors Should Be Experts in Their Fields
  

  Directors Must Attend Meetings
  

  Directors Get Paid
  

  Directors Can Get Sued

• Makeup of the Board
  

  Committees of the Board
  

  (Details)

• For Directors Only
  
• Officers' & Directors' Questionnaire
  
• Summary

Chapter 8 - Consultants & Advisors

• Consultants
  

  Consultants Can Come From Anywhere
  

  Hire When Ready!
  

  Consultants Are Not Always Necessary
  

  Fees

• Advisors
  

  Young's Study

• Plan Ahead
  
• Summary

Chapter 9 - Accountants

• A Brief History Lesson
  
• Selecting Accountants
  

  Compilations
  

  Reviews
  

  Audits

• Preparation
  
• Audit Accounting
  

  Audit Guidelines
  

  Qualifying the Audit Accountant
  

  Familiarity Is a Must
  

  GAAP Must Be Observed
  

  Time Costs Money
  

  Audit Accountants Are Accountable

• Summary

Chapter 10 - Attorneys

• Letting Go
  
• The Difference Between Large and Small
  
• Getting Along
  

  Setting Parameters
  

  Questions to Ask
  

  Billings and Fees
  

  Other Forms of Payment
  

  Double-Check the Cost

• Legal Responsibilities
  
• The Multiple Counsel Approach
  
• Summary
  

Chapter 11 - Financial Printers

• Costs
  
• Qualifying the Financial Printer
  
• Ancillary Services
  
• Summary

Chapter 12 - Financial Public Relations

• The Public Relations Mystique
  
• Four Steps to Effective Corporate Financial Public Relations
  

  (The steps)

• The Public Relations Difference
  
• The Rewards of Financial PR
  
• Making a Commitment
  
• Choosing a Professional
  
• Starting Early
  
• Finding Them
  
• Qualifying the Financial Public Relations Firm
  

  (Qualifiers)

• Summary

Chapter 13 - Transfer Agents

• Summary

Chapter 14 - Incorporating the Public Company

• State Laws
  
• Articles of Incorporation
  
• By Laws
  
• Summary

Chapter 15 - Stock Control

• Percentages Do Not Necessarily Mean Control
  
• Summary

Chapter 16 - Valuation and Pricing

• Preliminary Considerations
  

  Alternatives
  

  Selling Shareholders
  

  Valuation Versus Pricing
  

  Price/Earnings Ratio
  

  Pricing
  

  Low-Priced Issues
  

  Repositioning
  

  Summary

Chapter 17 - The SEC

• Investigation and Enforcement
  
• Information Availability
  
• Summary

Chapter 18 - The Acts

• History
  
  
• The '33 Act
• The '34 Act
  
• Other Significant Legislation
  
• Summary

• The Regulation
  

  Rule 501
  

  Rule 502
  

  Rule 503
  

  Rule 504
  

  Rule 505
  

  Rule 506

• Uniform Limited Offering Exemption (ULOE)
  
• Reg D Reader Note
  
• Summary

• Exempted Securities
  
  Exempted Transactions

  Intrastate Offerings
  

  Regulation A Offerings
  

  SCOR and ULOR and U-7
  

  Avoiding Integration
  

  Summary

Chapter 21 - Due Diligence

• Legal Responsibility
  
• Corporate Cleanup
  
• Accounting Due Diligence
  
• Dual Responsibilities
  
• Summary

Chapter 22 - Private Financing

• Pre-Private
  
• Private
  
• Summary

Chapter 23 - Underwriters

• Types of Underwriters
  

  Wholesale
  

  Retail
  

  Large-Medium-Small Firms
  

  Industrial Classification

• Types of Underwritings
  

  Firm Commitments
  

  Best Efforts
  

  Options

• Finders
  
• Shopping
  
• Underwriter Selection
  

  Performance
  

  Ask Questions
  

  Distribution

• Aftermarket
  
• The Underwriter's Dilemma
  

  Management
  

  Product or Service
  

  Finances
  

  Business Plan

• Indirect Costs
  
• Negotiations
  

  Letter of Intent
  

  (Letter of Intent Outline)
  

  Underwriting Agreement
  

  (Details)

• Summary

Chapter 24 - Self-Underwriting

• The Big Fallacy
  
• The Carrot
  
• Market Makers
  
• Blue Skying
  
• Pros and Cons

Chapter 25 - The Registration Statement

• The Regulations
  

  Regulation S-K
  

  Regulation S-X
  

  Regulation C
  

  FRRs
  

  SABs

• Filing Process
  

  Types and Descriptions
  

  (Table)

• Registration Statement Part I (The Prospectus)
  

  (The Prospectus-Details)

• Registration Statement Part II
  

  Misstatements
  

  Officers & Directors Questionnaire

• Periodic Reporting
  
• Overview of the Process
  
• Summary

Chapter 26 - Filing and Review

• Prefiling Conferences
  
• Filing Technicalities
  
• Initial Filing
  
• Timing
  
• Comment/Deficiency Letter
  
• Common Comments
  
• Types of Reviews
  

  Deferred Review
  

  Cursory Review
  

  Summary Review
  

  Customary Review

• Amendments
  

  Delaying Amendment
  

  Substantive Amendment
  

  Price Amendment
  

  Filing the Substantive Amendment

• Preliminary Prospectus (Red Herring)
  
• Stop Order
  
• Stickers
  
• Acceleration Letter
  
• State Filings
  
• NASD Review
  
• Summary

Chapter 27 - Blue-Sky Laws

• Background
  
• Types of State Review
  

  Merit Review
  

  Qualification Review
  

  Coordination Review
  

  Notification Review

• Violations
  
• Filing
  
• Blue-Sky List
  
• Summary

Chapter 28 - Selling the Issue

• No Publicity During Registration
  
• Allowed Publicity
  
• Brokers' Due Diligence Meetings
  
• Tombstones
  
• Summary

Chapter 29 - Escrow

• Summary

Chapter 30 - Closing

• Closing Meeting
  
• Best Efforts Closing
  
• Firm Commitment Closing
  
• The Difference
  
• Summary

Chapter 31 - Listings

• The New York Stock Exchange
  

  Listing Requirements
  

  Delisting

• The American Stock Exchange
  
• The Regional Exchanges
  
• The Forth Market
  
• The Over-the-Counter Market
  

  Pink Sheets
  

  The NASDAQ System
  

  The OTC Bulletin Board
  

  The NMS Market

• Public Listings
  
• Broker/Dealers and Wholesale Market Makers
  
• Summary

Chapter 32 - Aftermarket Trading

• Over-Allotment
  

  Smaller Issues

• Summary

Chapter 33 - Continuing Reporting

• Form SR: Application of Proceeds
  
• Form 8-K: Current Reports
  
• Form 10-K: Annual Report
  
• Form 10-Q: Quarterly Report
  
• The Annual Report
  

  Corporate Message
  

  Design

• Proxies
  

  Mailing

• FCPA: The Foreign Corrupt Practices Act
  
• Form 3
  
• Form 4
  
• Insider Reporting and Trading Restrictions
  

  Short Selling

• Other Forms and Schedules
  
• Summary

Chapter 34 - Rule 144

• Two-Year Period
  
• Three-Year Period
  

  144 Letter

• Affiliates
  
• Other Considerations
  
• Summary

Chapter 35 - The Financial Press

• Summary

Chapter 36 - Market Makers

• Why Firms Make Markets
  
• Summary

Chapter 37 - Analysts

• The Haves and Have Nots
  
• What Analysts Look For
  

  Do's and Don'ts
  

  Group Presentations

• Summary

Chapter 38 - Shells and Pools

• Public Shells
  

  History
  

  Clean Shells
  

  Advantages and Disadvantages
  

  Control
  

  More Questions to Ask
  

  Shareholders
  

  Finding a Shell
  

  Cost of Shells
  

  Acquiring a Shell
  

  Spin-off Shells

• Blind Pools
  

  Abuses
  

  Unit Offerings
  

  Warrants' Exercise
  

  Costs
  

  Hidden Costs

• Summary

Chapter 39 - The Next Step

Resources for Small Business

Index

The Entrepreneur’s Guide To GOING PUBLIC
Author - James B. Arkebauer -- Publisher - Upstart/Dearborn
(346 pages - $19.95 at bookstores nationally) ISBN 0-936894-58-X

The Entrepreneur's Guide to GOING PUBLIC (complete 329 page book) is now available for download to your computer for only $15