Exhibit # 10.14
Subscription Agreement - Common Stock
EXHIBIT C
SUBSCRIPTION AGREEMENT
(IRREVOCABLE)
SUBSCRIPTION AGREEMENT
(IRREVOCABLE)
Competitive Companies, Inc.
Attn: Chief Executive Officer
1. General. Pursuant to the terms of the offer made by Competitive
Companies, Inc. (the "Company") contained in the Company's Confidential Private
Offering Memorandum dated August 1, 1998, (said Memorandum, including the
exhibits and attachments thereto, being hereinafter called the "Memorandum"),
the undersigned hereby tenders this subscription and applies for the purchase of
the number of shares (the "Shares") set forth on the signature page of this
Agreement, of the Company's common stock, par value $.001 per share (the "Common
Stock"), at a purchase price of $1.00 per Share with a minimum purchase of
20,000 Shares ($20,000). (Fractional Shares may be purchased at the discretion
of the Company.)
Terms not defined herein are defined in the Memorandum.
2. Representations and Warranties. In order to induce the Company to
accept this subscription, the undersigned hereby represents and warrants to, and
covenants with, the Company (and others) as follows:
(i) The undersigned has received and carefully reviewed the
Memorandum, and except for the Memorandum, the undersigned has not been
furnished with any other materials or literature relating to the offer and sale
of the Securities, and the undersigned agrees this subscription is irrevocable
with the purchase price being non-refundable except as otherwise expressly
stated in the Memorandum;
(ii) The undersigned has had a reasonable opportunity to ask
questions of and receive answers from the Company concerning the Company and the
offering to which the Memorandum relates, and all such questions, if any, have
been answered to the full satisfaction of the undersigned;
(iii) The undersigned has such knowledge and expertise in
financial and business matters such that the undersigned is capable of
evaluating the merits and risks involved in an investment in the Shares;
(iv) The Confidential Purchaser Questionnaire being delivered
by the undersigned to the Company simultaneously herewith is true, complete and
correct in all material respects; and the undersigned understands that the
Company has determined that the exemption from the registration provisions of
the Securities Act of 1933, as amended (the "Act"), which is based upon
non-public offerings are applicable to the offer and sale of the Shares, based,
in part, upon the representations, warranties and agreements made by the
undersigned herein and in the Confidential Purchaser Questionnaire referred to
above;
(v) Except as set forth in the Memorandum, no representations
or warranties have been made to the undersigned by the Company or any agent,
employee or affiliate of the Company and in entering into this transaction the
undersigned is not relying upon any information, other than that contained in
the Memorandum and the results of independent investigation by the undersigned;
(vi) The undersigned understands that (a) the Shares have not
been registered under the Act or the securities laws of any state, based upon an
exemption from such registration requirements for non-public offerings pursuant
to Regulation D under the Act; (b) the Shares may be "restricted securities" as
said term is defined in Rule 144 of the Rules and Regulations promulgated under
the Act; (c) the Shares may not be sold or otherwise transferred unless they
have been first registered under the Act and all applicable state securities
laws, or unless exemptions from such registration provisions are available with
respect to said resale or transfer; (d) other than as set forth in the
Memorandum, the Company is under no obligation to register the Shares under the
Act or any state securities laws, or to take action to make any exemption from
any such registration provisions available; (e) the certificates for the Shares
may bear a legend to the effect that the transfer of the securities represented
thereby is subject to the provisions hereof; and (f) stop transfer instructions
may be placed on the Shares;
(vii) The undersigned is acquiring the Shares solely for the
account of the undersigned, for investment purposes only, and not with a view
towards the resale or distribution thereof;
(viii) The undersigned will not sell or otherwise transfer any
of the Shares, or any interest therein, unless and until (a) said Shares shall
have first been registered under the Act and all applicable state securities
laws; or (b) the undersigned shall have first delivered to the Company a written
opinion of counsel (which counsel and opinion in form and substance shall be
reasonably satisfactory to the Company), to the effect that the proposed sale or
transfer is exempt from the registration provisions of the Act and all
applicable state securities laws;
(ix) The undersigned has full power and authority to execute
and deliver this Subscription Agreement and to perform the obligations of the
undersigned hereunder; and this Subscription Agreement is a legally binding
obligation of the undersigned in accordance with its terms;
(x) The undersigned is, if applicable, an "accredited
investor", as such term is defined in Regulation D of the Rules and Regulations
promulgated under the Act and as set forth in the Confidential Purchaser
Questionnaire;
(xi) The undersigned understands and acknowledges that no
Selling Agent makes any representations or warranties as to the accuracy or
completeness of the information contained in the Memorandum; and
(xii) The undersigned has carefully reviewed the jurisdictional
notices listed below and agrees to abide by any restrictions contained therein
applicable to the undersigned.
Any foreign subscriber shall be deemed to agree by making the
subscription hereunder to be fully responsible and liable to undertake all steps
necessary for the Offering and the Company to be fully registered in the
jurisdiction/country of the subscriber.
JURISDICTIONAL NOTICES
For Residents of All States
THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND ARE
BEING OFFERED AND SOLD IN RELIANCE UPON EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF SAID ACT AND SUCH LAWS. THE SECURITIES ARE SUBJECT TO
RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD
EXCEPT AS PERMITTED UNDER SAID ACT AND SUCH LAWS PURSUANT TO REGISTRATION OR
EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO
BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.
THE SECURITIES OFFERED HEREBY HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION OR ANY OTHER
REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR
ENDORSED THE MERITS OF THIS OFFERING OR THE ACCURACY OR ADEQUACY OF THE
MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
Legend
THE PRESENCE OF A LEGEND FOR ANY GIVEN STATE REFLECTS ONLY THAT A
LEGEND MAY BE REQUIRED BY THAT STATE AND SHOULD NOT BE CONSTRUED TO MEAN AN
OFFER OR SALE MAY BE MADE IN ANY PARTICULAR STATE. THIS MEMORANDUM MAY BE
SUPPLEMENTED BY ADDITIONAL STATE LEGENDS WITHOUT NOTICE. IF YOU ARE UNCERTAIN AS
TO WHETHER OR NOT OFFERS OR SALES MAY BE LAWFULLY MADE IN ANY GIVEN STATE, YOU
ARE ADVISED TO SPEAK WITH YOUR OWN LEGAL COUNSEL.
Rescission
ONE OR MORE STATES MAY REQUIRE AN INVESTOR BE PROVIDED WITH A STATUTORY
RIGHT TO RESCISSION, AS IN THE CASE OF FLORIDA. IT IS THE DETERMINATION OF THE
COMPANY TO, NEVERTHELESS, ALSO VOLUNTARILY TO OFFER A RIGHT OF RESCISSION TO
EACH INVESTOR. THEREFORE, ANY INVESTOR MAY WITHDRAW HIS SUBSCRIPTION AGREEMENT
AND RECEIVE A FULL REFUND OF ALL MONIES PAID , WITHIN THREE BUSINESS DAYS AFTER
THE DATE CONSIDERATION FOR SUCH SECURITY IS DELIVERED TO THE ESCROW AGENT
IDENTIFIED HEREIN. ANY INVESTOR THAT PURCHASES SECURITIES IS ENTITLED TO
EXERCISE THE FOREGOING RESCISSION RIGHT BY TELEGRAM OR LETTER NOTICE TO
COMPETITIVE COMPANIES, INC., 00000 XXXXXXXX XXXXXX, XXXXX X, XXXXXXXXX,
XXXXXXXXXX 00000. ANY TELEGRAM OR LETTER SHOULD BE SENT OR POSTMARKED PRIOR TO
THE END OF THE THIRD BUSINESS DAY. A LETTER SHOULD BE MAILED BY CERTIFIED MAIL,
RETURN RECEIPT REQUESTED, TO ENSURE ITS RECEIPT AND TO EVIDENCE THE TIME OF
MAILING. TO THE EXTENT ANY OTHER RESCISSION RIGHT APPLIES UNDER LAW, AS IN THE
CASE OF FLORIDA RESIDENTS, SUCH RESCISSION RIGHT SHALL CONTROL TO THE EXTENT OF
ANY CONFLICT WITH THIS PARAGRAPH.
NASSAA Uniform Legend
IN MAKING AN INVESTMENT DECISION INVESTORS MUST RELY ON THEIR OWN
EXAMINATION OF THE PERSON OR ENTITY CREATING THE SECURITIES AND THE TERMS OF
THIS OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THESE SECURITIES HAVE
NOT BEEN RECOMMENDED BY FEDERAL OR STATE SECURITIES COMMISSIONS OR REGULATORY
AUTHORITIES. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE
ACCURACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON
TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS
PERMITTED UNDER THE SECURITIES ACT, AND THE APPLICABLE STATE SECURITIES LAWS
PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT
THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN
INDEFINITE PERIOD OF TIME.
Blue Sky Notices
IT IS ANTICIPATED THAT THE SECURITIES DESCRIBED HEREIN MAY BE OFFERED
FOR SALE IN SEVERAL STATES. THE SECURITIES BLUE SKY LAWS OF SOME OF THOSE STATES
REQUIRE THAT CERTAIN CONDITIONS AND RESTRICTIONS RELATING TO THE OFFERING BE
DISCLOSED.
California Residents
THE SECURITIES OFFERED HEREBY HAVE NOT BEEN QUALIFIED WITH THE
CALIFORNIA DEPARTMENT OF CORPORATIONS NOR HAS THE CALIFORNIA DEPARTMENT OF
CORPORATIONS PASSED UPON THE ADEQUACY OR ACCURACY OF THIS MEMORANDUM. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THE CALIFORNIA
COMMISSIONER OF CORPORATIONS DOES NOT RECOMMEND OR ENDORSE THE PURCHASE OF THESE
SECURITIES.
Colorado Residents
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED, OR THE COLORADO SECURITIES ACT OF 1981, BY REASON OF SPECIFIC
EXEMPTIONS THEREUNDER RELATING TO THE LIMITED AVAILABILITY OF THE OFFERING.
THESE SECURITIES CANNOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF TO ANY
PERSON OR ENTITY UNLESS THEY ARE SUBSEQUENTLY REGISTERED OR AN EXEMPTION FROM
REGISTRATION IS AVAILABLE.
Connecticut Residents
THE SECURITIES REFERRED TO HEREIN WILL BE SOLD PURSUANT TO THE
EXEMPTION SET OUT IN SECTION 36490(B)(9) OF THE CONNECTICUT UNIFORM SECURITIES
ACT. THE SHARES HAVE NOT BEEN REGISTERED UNDER SAID ACT IN THE STATE OF
CONNECTICUT. THE SHARES CANNOT BE SOLD OR TRANSFERRED EXCEPT IN A TRANSACTION
WHICH IS EXEMPT UNDER SUCH ACT OR PURSUANT TO AN EFFECTIVE REGISTRATION UNDER
SUCH ACT. THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
CONNECTICUT BANKING COMMISSIONER NOR HAS THE COMMISSIONER PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS OFFERING. ANY REPRESENTATION TO THE CONTRARY IS
UNLAWFUL.
Florida Residents
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE FLORIDA SECURITIES
ACT IN RELIANCE UPON EXEMPTION PROVISIONS CONTAINED THEREIN. SECTION 517.061(11)
OF THE FLORIDA SECURITIES ACT (THE "FLORIDA ACT") THAT ANY PURCHASER OF
SECURITIES IN FLORIDA WHICH ARE EXEMPTED FROM REGISTRATION UNDER SECTION
517.061(11) OF THE FLORIDA ACT MAY WITHDRAW HIS SUBSCRIPTION AGREEMENT AND
RECEIVE A FULL REFUND OF ALL MONIES PAID, WITHIN THREE BUSINESS DAYS AFTER THE
LATER OF (1) THE DATE HE TENDERS CONSIDERATION FOR SUCH SECURITIES AND (2) THE
DATE THIS STATUTORY RIGHT OF RESCISSION IS COMMUNICATED TO HIM. ANY RESIDENT WHO
PURCHASES SECURITIES IS ENTITLED TO EXERCISE THE FOREGOING STATUTORY RESCISSION
RIGHT BY TELEGRAM OR LETTER NOTICE TO COMPETITIVE COMPANIES, INC., 00000
XXXXXXXX XXXXXX, XXXXX X, XXXXXXXXX, XXXXXXXXXX 00000. ANY TELEGRAM OR LETTER
SHOULD BE SENT OR POSTMARKED PRIOR TO THE END OF THE THIRD BUSINESS DAY. A
LETTER SHOULD BE MAILED BY CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO ENSURE
ITS RECEIPT AND TO EVIDENCE THE TIME OF MAILING.
Illinois Residents
THESE SECURlTIES HAVE NOT BEEN REGISTERED UNDER SECTION 5 OF THE
ILLINOIS SECURITIES ACT OF 1953. THE SECURITIES MAY NOT BE RESOLD, TRANSFERRED
OR OTHERWISE DISPOSED OF TO ANY PERSON OR ENTITY UNLESS SUBSEQUENTLY REGISTERED
UNDER THE ACT OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE.
Michigan Residents
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE MICHIGAN SECURITIES
ACT AND ARE OFFERED AND SOLD PURSUANT TO AN EXEMPTION THEREFROM. THE SECURITIES
CANNOT BE SOLD OR TRANSFERRED EXCEPT IN A TRANSACTION WHICH IS EXEMPT UNDER SUCH
ACT OR PURSUANT TO AN EFFECTIVE REGISTRATION UNDER SUCH ACT.
Missouri Residents
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER 'THE SECURITIES ACT OF
1933, AS AMENDED, OR THE MISSOURI UNIFORM SECURITIES ACT, BY REASON OF SPECIFIC
EXEMPTIONS THEREUNDER RELATING TO THE LIMITED AVAILABILITY OF THE OFFERING.
THESE SECURITIES CANNOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF TO ANY
PERSON OR ENTITY UNLESS THEY ARE SUBSEQUENTLY REGISTERED OR AN EXEMPTION FROM
REGISTRATION IS AVAILABLE.
Nebraska Residents
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED, OR THE SECURITIES ACT OF NEBRASKA, BY REASON OF SPECIFIC
EXEMPTIONS THEREUNDER RELATING TO THE LIMITED AVAILABILITY OF THE OFFERING.
THESE SECURITIES CANNOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF TO ANY
PERSON OR ENTITY UNLESS THEY ARE SUBSEQUENTLY REGISTERED OR AN EXEMPTION FROM
REGISTRATION IS AVAILABLE.
Nevada Residents
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED, OR THE NEVADA SECURITIES ACT, BY REASON OF SPECIFIC EXEMPTIONS
THEREUNDER RELATING TO THE LIMITED AVAILABILITY OF THE OFFERING. THESE
SECURITIES CANNOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF TO ANY PERSON
OR ENTITY UNLESS THEY ARE SUBSEQUENTLY REGISTERED OR AN EXEMPTION FROM
REGISTRATION IS AVAILABLE.
New Jersey Residents
THESE SECURITIES ARE OFFERED IN RELIANCE ON AN EXEMPTION FROM
REGISTRATION UNDER THE NEW JERSEY UNIFORM SECURITIES LAW AND HAVE NOT BEEN
REGISTERED UNDER SAID LAW. THEY MAY NOT BE RE-OFFERED FOR SALE, TRANSFERRED OR
RESOLD WITHOUT COMPLIANCE WITH THE REGISTRATION PROVISIONS OF SAID LAW OR AN
EXEMPTION THEREFROM. THE BUREAU OF SECURITIES OF NEW JERSEY HAS NOT PASSED UPON
THE ACCURACY OR COMPLETENESS OF THIS MEMORANDUM AND DOES NOT RECOMMEND OR
ENDORSE THE PURCHASE OF THE SHARES.
New Mexico Residents
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES BUREAU OF THE NEW MEXICO DEPARTMENT OF REGULATION AND LICENSING, NOR
HAS THE SECURITIES BUREAU PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
New York Residents
THIS MEMORANDUM HAS NOT BEEN FILED WITH OR REVIEWED BY THE NEW YORK
ATTORNEY GENERAL PRIOR TO ITS ISSUANCE AND USE. THE ATTORNEY GENERAL HAS NOT
PASSED ON NOR ENDORSED THE MERITS OF THIS OFFERING. ANY REPRESENTATION TO THE
CONTRARY IS UNLAWFUL. ALL DOCUMENTS, RECORDS AND BOOKS PERTAINING TO THIS
INVESTMENT WILL BE MADE AVAILABLE FOR INSPECTION BY EACH NEW YORK INVESTOR AND
HIS OR HER ATTORNEY OR HIS OR HER ACCOUNTANT OR HIS OR HER PURCHASER
REPRESENTATIVE, AND THE BOOKS AND RECORDS OF THE ISSUER WILL BE AVAILABLE, UPON
REASONABLE NOTICE, FOR INSPECTION BY INVESTOR AT REASONABLE HOURS AT ITS
PRINCIPAL PLACE OF BUSINESS.
Pennsylvania Residents
EACH SUBSCRIBER WHO IS A PENNSYLVANIA RESIDENT HAS THE RIGHT TO CANCEL
AND WITHDRAW HIS SUBSCRIPTION AND HIS PURCHASE OF SHARES THEREUNDER, UPON
WRITTEN NOTICE TO THE COMPANY GIVEN WITHIN TWO BUSINESS DAYS FOLLOWING THE
RECEIPT BY THE COMPANY OF HIS EXECUTED SUBSCRIPTION AGREEMENT. ANY NOTICE OF
CANCELLATION OR WITHDRAWAL SHOULD BE MADE BY TELEGRAM OR CERTIFIED OR REGISTERED
MAIL AND WILL BE EFFECTIVE UPON DELIVERY TO WESTERN UNION OR DEPOSIT IN THE
UNITED STATES MAIL, POSTAGE OR OTHER TRANSMITTAL FEES PREPAID. UPON SUCH
CANCELLATION OR WITHDRAWAL, THE SUBSCRIBER WILL HAVE NO OBLIGATION OR DUTY UNDER
THE SUBSCRIPTION AGREEMENT TO THE COMPANY OR ANY OTHER PERSON AND WILL BE
ENTITLED TO THE FULL RETURN OF ANY AMOUNT PAID BY HIM, WITHOUT INTEREST.
NEITHER THE PENNSYLVANIA SECURITIES COMMISSION NOR ANY OTHER AGENCY PASSED
ON OR ENDORSED THE MERITS OF THIS OFFERING. REPRESENTATION TO THE CONTRARY IS
UNLAWFUL. SUBSCRIBERS MAY NOT SELL THEIR SHARES FOR ONE YEAR FROM THE DATE OF
PURCHASE IF SUCH A SALE WOULD VIOLATE SECTION 203(D) OF THE PENNSYLVANIA
SECURITIES ACT.
Utah Residents
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE UTAH SECURITIES ACT
AND ARE OFFERED AND SOLD PURSUANT TO AN EXEMPTION THEREFROM. THE SECURITIES
CANNOT BE SOLD OR TRANSFERRED EXCEPT IN A TRANSACTION WHICH IS EXEMPT UNDER SUCH
ACT OR PURSUANT TO AN EFFECTIVE REGISTRATION UNDER SUCH ACT.
The undersigned has executed this Subscription Agreement this
day of , 199
SIGNATURE PAGE
Organization Signature: Individual Signature:
BY:
Signature(s)
Print Name & Title of Person Print Name(s)
Signing
Print Name(s)
Number of Shares Subscribed for:
(All Subscribers should please print information
below exactly as they wish it to appear in the
records of the Company.)
Social Security Number of Individual or
Other Taxpayer I.D. Number
Address:
Number and Street
City State Zip Code
Please check the box to indicate the form of ownership (if applicable):
TENANTS-IN-COMMON JOINT TENANTS WITH RIGHT OF
(Both parties must sign above) SURVIVORSHIP
(Both parties must sign above)
TENANTS BY THE ENTIRETIES
(Both parties must sign above)
ACCEPTANCE OF SUBSCRIPTION
Competitive Companies, Inc.
The foregoing subscription is hereby accepted this day of , 199 , for
Shares.
Competitive Companies, Inc.,
BY:
ITS: Chief Executive Officer
85
129
EXHIBIT D
CONFIDENTIAL PURCHASER QUESTIONNAIRE
(INDIVIDUAL)
Competitive Companies Inc. ("COMPANY")
CONFIDENTIAL PURCHASER QUESTIONNAIRE FOR INDIVIDUALS
Purpose of this Questionnaire
Subject to adjustment, the Company is offering up to 950,000 Shares of
the common stock, par value $.001 per share (the "Common Stock"), of Competitive
Companies, Inc., pursuant to a Confidential Private Offering Memorandum of the
Company dated August 1, 1998, at a purchase price of $1.00 per Share (minimum
purchase 20,000 Shares---$20,000) without registration under the Securities Act
of 1933, as amended (the "Act"), or the securities laws of any state, in
reliance on the private offering exemptions contained in Sections 3(b), 4(2)
and/or 4(6) of the Act and/or in Regulation D of the General Rules and
Regulations under the Act and in reliance on similar exemptions under applicable
state laws. The Company must determine that an individual meets certain
suitability requirements before selling (or, in some states, offering) Shares to
such individual. This Questionnaire does not constitute an offer to sell or a
solicitation of an offer to buy Shares or any other security.
1. Name and Address. Please provide the following personal information:
Name
Age
Residence
Address:
(including Zip Code)
Business
Address
(including Zip Code)
Telephone: Res.: ( )
Bus.: ( )
Preferred Mailing Address: Residence Business
2. Accredited Investor Status. Please answer Question 2 by marking the
appropriate item below. As indicated below, Question 3 need only be answered if
all of the answers to Question 2 are "No".
(i) Did your individual annual income during each of the last
two years exceed $200,000 and do you expect your annual income during the
current year to exceed $200,000, or did your joint annual income (together with
your spouse) during each of the last two years exceed $300,000 and do you expect
your joint annual income during the current year to exceed $300,000?
Yes No
(ii) If the answer to the preceding question was no, does your
individual or joint (together with your spouse) net worth exceed $300,000?
Yes No
(iii) If your answer to Question 2(i) and 2(ii) was no, are you
an executive officer or director of the Company?
Yes No
3. Citizenship. If you are not a citizen of the United States of America, please
indicate your citizenship:
4. Investor Suitability Information.
Occupation or
Profession:
Nature of
Business:
Name of
Employer:
Address:
(Street)
(City) (State) (Zip Code)
Current Position or Title:
Period Employed:
Do you have sufficient knowledge and experience in financial and business
matters so as to be capable of evaluating the merits and risks associated with
investing in the Company?
-----
Yes No
Please briefly describe the basis of your knowledge and experience:
5. By signing this Questionnaire, I hereby confirm the following statements:
(a) I am aware that the offering of Securities comprising the Shares may
involve "restricted securities", as said term is defined in Rule 144 of the
Rules and Regulations promulgated under the Act, and that they, or any interest
therein may not be sold or otherwise transferred unless they have first been
registered under the Act and all applicable state securities laws, or unless an
exemption from such registration provisions is available with respect to any
such resale or transfer.
(b) I acknowledge that any delivery to me of offering materials relating
to the Shares prior to the determination by the Company of my suitability as an
investor shall not constitute an offer of the Shares until such determination of
suitability shall be made, and I agree that I shall promptly return the offering
materials to the Company upon request.
(c) My answers to the foregoing questions are true and complete to the
best of my information and belief, and I will promptly notify the Company of any
changes in the information I have provided.
Printed Name
Signature
Date
EXHIBIT E
CONFIDENTIAL PURCHASER QUESTIONNAIRE
(ORGANIZATION)
Competitive Companies, Inc. ("COMPANY")
CONFIDENTIAL PURCHASER QUESTIONNAIRE FOR ORGANIZATIONS
Purpose of this Questionnaire
Subject to adjustment, the Company is offering up to 950,000 Shares of
the common stock, par value $.001 per share (the "Common Stock"), of Competitive
Companies, Inc., pursuant to a Confidential Private Offering Memorandum of the
Company dated August 1, 1998, at a purchase price of $1.00 per Share (minimum
purchase 20,000 Shares---$20,000) without registration under the Securities Act
of 1933, as amended (the "Act"), or the securities laws of any state, in
reliance on the private offering exemptions contained in Sections 3(b), 4(2)
and/or 4(6) of the Act and/or in Regulation D of the General Rules and
Regulations under the Act, and in reliance on similar exemptions under
applicable state laws. The Company must determine that an organization meets
certain suitability requirements before selling (or, in some states, offering)
Shares to such entity. This Questionnaire does not constitute an offer to sell
or a solicitation of an offer to buy Shares or any other security.
1. Name and Address. Please print or type the following information about
the organization:
Name of
Organization:
Address of Principal
Office:
(including Zip Code)
Telephone No.: ( )
Fax No.: ( )
Type of Organization (e.g., corporation, trust, limited partnership, general
partnership):
2. Information Regarding Principals. Please provide the name, address, position
or title, age and citizenship of the executive officer, trustee or general
partner authorized to act with respect to investments by the Organization
generally.
Position
Name Address or Title Age Citizenship
3. Business Description. Please describe the business of the Organization.:
4. Authority. Please provide the following information concerning the
Organization's authority to subscribe for the purchase of Shares: Indicate by
check xxxx whether permission or authorization from any person other than the
person listed in the answer to Question 2 is necessary in order for the
Organization to effect the purchase of the Shares.
Yes No
5. Accredited Investor Status. Please answer Question 5.1 by marking the
appropriate box below. As indicated below, Questions 5.2, 5.3, 5.4 and 5.5, if
applicable, need only be answered if answer to 5.1 is "No".
5.1 Does the organization qualify as (a) any of the types of entities as
defined in Rule 501(a)(1) of Regulation D pursuant to the rules and regulations
of the Securities and Exchange Commission, (b) a private business development
company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940,
or (c) an organization described in Section 501(c)(3) of the Internal Revenue
Code, corporation, Massachusetts or similar business trust, or partnership not
formed for the specific purpose of acquiring the securities offered hereby, with
total assets in excess of $300,000?
Yes No
IF YOU ANSWER "YES" TO QUESTION 5.1, PLEASE PROCEED TO
QUESTION 7 BELOW
5.2 If the Questionnaire is answered on behalf of a corporation, does
each shareholder either (a) have an individual or joint (together with his
spouse) net worth in excess of $300,000, or (b) expect to have an annual income
during this year, and represent that he had an annual income during each of the
last two years, in excess of $200,000 (or joint annual income in excess of
$300,000)?
Yes No
5.3 If the Questionnaire is answered on behalf of a trust, does each
beneficiary of the trust either (a) have an individual or joint (together with
his spouse) net worth in excess of $300,000 or (b) expect to have an annual
income during this year, and represent that he had an annual income during each
of the last two years, in excess of $200,000 (or joint annual income in excess
of $300,000)?
Yes No
5.4 If the Questionnaire is answered on behalf of a trust, does the
trust have total assets in excess of $300,000 and was the trust not formed for
the specific purpose of acquiring the securities offered hereby, whose purchase
is directed by a "sophisticated person" as described in Question 6?
Yes No
5.5 If the Questionnaire is answered on behalf of a partnership, does
each partner (including general and limited partners) either (a) have an
individual or joint (together with his spouse) net worth in excess of $300,000
or (b) expect to have an annual income during this year, and represent that he
had an annual income during each of the last two years, in excess of $200,000
(or joint annual income in excess of $300,000)?
Yes No
IF YOU ANSWER "YES" TO ANY OF QUESTIONS 5.1, 5.2, 5.3 OR 5.5,
PLEASE PROCEED TO QUESTION 7. HOWEVER, IF YOU
ANSWER "YES" TO QUESTION 5.4, YOU MUST ANSWER ALL OF QUESTION 6.
6. Sophistication of Decision-Maker.
6.1 Please list all the educational institutions you have attended
(including colleges, and specialized training schools) and indicate the dates
attended and the degree(s) (if any) obtained from each.
>From - To Institution Degree
6.2 Please provide the following information concerning your business
experience:
Describe, your present or most recent business or occupation. Please
indicate such information as the nature of your employment, the principal
business or your employer, the principal activities under your management or
supervision and the scope (e.g., dollar volume, industry rank, etc.) of such
activities.
7. By signing this Questionnaire, the undersigned hereby confirms the following
statements:
(a) I (We) am (are) aware that the proposed offering of the Shares may
involve "restricted securities", as said term is defined in Rule 144 of the
Rules and Regulations promulgated under the Act, and that they, or any interest
therein may not be sold or otherwise transferred unless they have first been
registered under the Act and all applicable state securities laws, or unless an
exemption from such registration provisions is available with respect to any
such resale or transfer.
(b) I (We) acknowledge on behalf of the Organization named below that
any delivery to such Organization of offering materials relating to the Shares
prior to the determination by the Company of the suitability of the Organization
as an investor shall not constitute an offer of the Shares until such
determination of suitability shall be made, and that the offering materials
shall be returned promptly to the Company upon request.
(c) The foregoing statements are true and accurate to the best of my
(our) information and belief and the Company will be notified promptly of any
changes in the foregoing answers.
Print Name of Organization
By:
Signature of Officer, Trustee or Partner
Date:
COMPETITIVE COMPANIES, INC
Supplement dated December 11, 1998
To
Private Placement Memorandum dated August 1, 1998
Due to potential delays in filing a Registration Statement to raise additional
funds which would be caused by a Rule 504 Offering, please be advised that all
shares of Common Stock sold by the Company under the Memorandum have been sold
and are being sold under Rule 506, and thus are Restricted Securities under Rule
144 of the Securities Act of 1933, as amended.
LIMITED LIQUIDITY.
The shares of Common Stock sold in this Offering as well as those owned by
Affiliates are deemed "restricted securities" as that term is defined under the
Securities Act, and in the future may be sold under Rule 144. Rule 144 provides,
in essence, that a person holding restricted securities for a period of one (1)
year may sell every three (3) months, in brokerage transactions and/or market
maker transactions, an amount equal to the greater of (a) one percent (1%) of
the Corporation's issued and outstanding Common Stock or (b) the average weekly*
trading volume of the Common Stock during the four (4) calendar weeks prior to
such sale. Rule 144 also permits, under certain circumstances, the sale of
shares without any quantity limitation by a person who is not an affiliate of
the Corporation and who has satisfied a two (2) year holding period.
However, to address this problem, the Company will grant all purchasers in this
Offering at no additional cost Registration Rights pursuant to which the
Investors will be allowed to sell their stock along with the Company when, and
if, the Company sells stock for the first time in an IPO under an SEC
Registration Statement. Investors will be subject to the same conditions as the
Company in selling under such Registration Statement, including the Prospectus
delivery requirements. The Company will provide all necessary Prospectus to
selling Brokers and Investors to meet this requirement.
Prior to this offering, there has been no public market for the Common Stock of
the Corporation; and no prediction can be made as to when, if ever, a public
market for the Common Stock will develop. If a public market for the Common
Stock does develop at a future time, sales of shares by shareholders of
substantial amounts of Common Stock of the Corporation in the public market
could adversely affect the prevailing market price and could impair the
Corporation's future ability to raise capital through the sale of its equity
securities.
POSSIBLE FUTURE ISSUANCE OF ADDITIONAL SHARES BY THE CORPORATION.
The Corporation's Articles of Incorporation authorizes the issuance of
50,000,000 shares of Common Stock. Upon the sale of the maximum number of shares
offered hereby, approximately 37% of the Corporation's authorized Common Stock
may remain unissued. The Corporation's Board of Directors has the power to issue
substantial additional shares and the right to determine the voting, dividend,
conversion, liquidation, preferences and other conditions of the shares without
Shareholder approval. Management presently anticipates that it may choose to
issue such shares to acquire business interests or other types of property in
the future.
relating to the market for xxxxx stocks, in connection with trades in any stock
defined as a xxxxx stock. The SEC has adopted regulations that generally define
a xxxxx stock to be any equity security that has a market price of less than
$5.00 per share, subject to certain exceptions. Under such rule, broker/dealers
who recommend such securities to persons other than established customers and
accredited investors must make a special written suitability determination for
the purchaser and receive the purchaser's written agreement to a transaction
prior to sale.
The Company's Common Stock will fall within the definitional scope of a xxxxx
stock, and as such, the market liquidity for the Company's securities could be
severely affected. The regulations on xxxxx stocks could limit the ability of
broker/dealers to sell the Company's securities and thus the ability of
purchasers of the Company's securities to sell their securities in the
secondary market, if such a market ever exists.
THE FOREGOING RISK FACTORS DO. NOT PURPORT TO BE A COMPLETE EXPLANATION OF ALL
THE RISKS INVOLVED IN THIS OFFERING. POTENTIAL INVESTORS SHOULD READ THIS
ENTIRE PRIVATE PLACEMENT MEMORANDUM BEFORE DETERMINING TO INVEST IN THE
COMPANY, SHOULD BE FAMILIAR WITH THE COMPANY'S BUSINESS IN GENERAL, AND SHOULD
CONSULT THEIR OWN LEGAL, FINANCIAL AND TAX ADVISORS WITH RESPECT TO AN
INVESTMENT IN THE COMPANY.
Based upon the foregoing, I elect to continue my investment in the Offering.
Signed:
Name:
Date:
