Rule 144 has been amended effective on February 15, 2008 for the resale of all restricted securities after that date, regardless of when purchased from an issuing
company or an affiliate of an issuing company.
Listed below are the opinion categories now available under the Rule, as well as other opinions often required by transfer agents that apply to restricted and unrestricted common stock and other securities.
You may need to review one or more of the following three steps before you are ready to make your opinion selection:
- STEP I - Determine if you are an Affiliate or a Non-affiliate of the issuing company
- STEP II - Determine if the issuing company is reporting or non-reporting
- STEP III - Is your issuing company a reporting or non-reporting shell company
If you already know (a) whether you are or are not an Affiliate (control person) of the issuing company, (b) whether the issuing company is a Reporting or a Non-Reporting Company and
(c) that the issuing company is not a current or former shell company whose stockholders are prohibited from using Rule 144 at the present time, you may skip to
Step IV.
Important Notice: Rule 144 may not be used to sell stock in a company that is now a shell company or, unless the company has been filing reports with the SEC for an active business
for at least 12 months and is current in those reports, has ever been a shell company. If the stock you wish to sell into the public market is in a former shell company that does not meet the
SEC's reporting requirements, please select the opinion category for Former Shell Company Opinion, to determine if you may be eligible to receive an opinion in that category.
To determine whether or not (a) you are an affiliate of the issuing company, (b) the issuing company is reporting or non-reporting and (c) the issuing company is a reporting or non-reporting shell company,
please begin by reviewing the information in Steps I, II and III, which will assist you in identifying the category of opinion you need. Then continue in Step IV by selecting the type of opinion you need.
After you have made your choice, you will be directed to a series of payment screens. When you have completed the payment process, in most cases you will be presented with a "form set" containing the representation
letter needed to support the opinion you have selected. In a few cases, you will be asked to call RULE144Solution.com to discuss your facts before receiving a custom form set. The form set contains instructions
regarding saving, completing and faxing the representation letter to RULE144Solution.com.
If you are not able to determine which category of opinion you need, or have other questions, please telephone us at 813-874-8854, to discuss the form set you may need.
If your broker will be involved in clearing the restriction from you common stock (an option for Non-Affiliates and a requirement for Affiliates), RULE144Solution.com will accept your broker's forms.
Provide the fax cover sheet from the form set to your broker and ask that your completed broker's forms, with the face of your stock certificate, be faxed to RULE144Solution.com at 800-310-1695.
Notice to Brokers: Please call RULE144Solution.com at 813-874-8854 to discuss how we may be of service to your customers.
STEP I - Determine if you are an Affiliate or a Non-affiliate of the issuing company:
If you are now or have been within the last 90 days (a) a director or officer of the issuing company, or (b) if you now own or control, or within the last 90 days
have owned or controlled, 10% or more of the issuing company's outstanding voting securities (see next paragraph), you are
an Affiliate - that is, a "control person". If you are none of these, you are not an Affiliate - that is, you are a "Non-affiliate". You may know already whether
you are or are not a "control person". If you determine or know that you are a Non-affiliate, please skip to Step II.
To determine if you own or control 10% or more of the issuing company's outstanding voting securities, add up (a) all the voting securities you own personally
or benefit from,
(b) the voting
securities your wife owns, (c) the voting securities owned by your minor children and your parents living with you, (d) the voting securities owned by any trust of which you
are a trustee, any estate of which you are the administrator and any company or other entity of which you are a director, executive officer or owner of 10%
or more of its voting securities and (e) any non-voting securities (including debt securities) you own or control in the issuing company, if the non-voting securities are convertible
into or exchangeable for voting securities now or within the next 12 months. The sum of (a) through (e) is the voting securities "you own" for purposes of Rule 144.
If you own or control more than 10% but less than 20% of the issuing company's voting securities, but do not influence or attempt to influence management
decisions, you should use the last button below or telephone us at 813-874-8854 to ask RULE144Solution.com for advice.
If you are concerned that you may own or control 10% or more of the issuing company's voting securities, because you do not know what the total
outstanding number of voting securities is, you may telephone us at 813-874-8854 for assistance. Or, you may follow the explanation in Step II to obtain
the most recently published number of outstanding voting securities (typically, common stock). This number cannot be obtained from the
transfer agent, because Rule 144 specifies that the most recently publicly published number
must
be used.
STEP II - Determine if the issuing company is reporting or non-reporting:
To determine if the issuing company files reports with the SEC - a "Reporting Company",
right click on this link and
select "open in separate window". In the new window, type the issuing company's name or trading symbol (less reliable) into the appropriate search box. If the issuing company is a reporting company,
you will most likely be taken directly to its page of most recent filings. But, you may get a screen with several alternative names - you will then need to click each link and
determine which filer is "your company". If the last filing on the recent filings page is NOT a Form 15 or F15 (possibly including 12g in the filing name), your issuing company is a "Reporting Company". If you
get "no matching companies" (and confirm that you have typed the full name correctly), follow the directions in the next paragraph.
To confirm the issuing company does not file reports with the SEC,
right click on this link
and select "open in separate window". In the upper left hand corner of the new window,
you can search PinkSheets for the issuing company by trading symbol or by name under "symbol lookup ". When you get to the issuing company's pages, select the "Filings" tab.
The "Filings" tab will show SEC filings, if you did not locate them by searching EDGAR under the preceding paragraph (sometimes a problem when a company changes names). If the "Filings" tab does not list any SEC reports
(unless the last filing is a Form 15 or F15), then your issuing company is a "Non-reporting Company".
The most recently published number of issued and outstanding shares will be shown for a Reporting Company - near the bottom of the cover page of the most recent report on Form 10-K or 10-Q (including SB reports) -
and for a Non-Reporting Company - on the "Company Info" tab of the PinkSheets company pages. Affiliates are limited to selling not more than one percent of the number of issued and outstanding shares in any three
month period.
Affiliates must determine if the issuing company is current in its SEC reports or makes current information satisfying Rule 15c2-11 available on PinkSheets.
If the SEC reports or PinkSheets information are not current, affiliates cannot use Rule 144 until they are current.
For a Reporting Company, check the recent filings
page to see if 3 quarterly reports on Form 10-Q (10-QSB or 10QSB) and one annual report on form 10-K (10-KSB or 10KSB) are listed in the last 12 months. For a Non-Reporting Company, check the "Filings" tab on PinkSheets
to see if the Rule 15c2-11 information covering the last twelve months is listed under the "OTC Disclosure and News Service" heading.
If you have any questions about the forgoing explanations, please call us at 813-874-8854 for advice. Before issuing its opinion, RULE144Solution.com will double check all of these factors.
STEP III - Is your issuing company a reporting or non-reporting shell company:
Rule 144(i) prohibits stockholders of current and former shell companies from using Rule 144 for the public sale of restricted securities unless the company is not now a shell company and has been filing
reports with the SEC about its current business for not less than twelve months.
You can can review the definition of a "shell company" here.
If you are concerned you may be subject to this prohibition, please call RULE144Solution.com at 813-874-8854 to discuss your facts or use the last selection below to ask a question by e-mail.
STEP IV - Make your opinion selection:
STEP V - Press Continue to complete your Opinion purchase by credit card. When the transaction is successfully completed,
you will receive a confirmation number, and be able to open or download the selected form set, or receive a copy via e-mail.
The form set is a PDF file, so you will need to install Adobe Acrobat Reader®
if you have not already done so.