IPO Time & Responsibility Schedule

	Document/Task	Responsible Party	Due Date	Status	Comments
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1	ADVANCE PREPARATION
2	Prepare and distribute “publicity” memorandum for distribution to officers and directors of CO regarding informational restrictions in connection with offering	CC
3	Identify LU	CO, CC
4	Meeting between CO and IA concerning need for change in accounting procedures (e.g., instituting necessary procedures and controls to produce reports required under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), when CO is a public company	CO, IA
5	Meeting between CO and CC working groups regarding drafting responsibilities, pre-IPO planning issues and “corporate cleanup.” The following matters should be discussed:	CO, CC
6	(a) Amendments to Certificate of Incorporation and Bylaws
7	(b) Creation of, or revisions to, employment agreements
8	(c) Amendments to stock option plan and creation of any other desired equity compensation plan
9	(d) Revision of existing employee benefit plans to comply with securities law requirements
10	(e) Confirmation that all existing employee benefit plans comply with requirements of ERISA and other applicable laws
11	(f) Determination of post-offering status of stockholders’ and voting trust agreements and other restrictions on voting and transfer of stock
12	(g) Examination of covenants in leases and other contracts that restrict, or limit use of proceeds of, a public offering, or that restrict dividend payments
13	(h) Discussion of takeover protections
14	(i) Collection of exhibits to Registration Statement and conversion to electronic form
15	(j) Determine material agreements for which confidential treatment will be requested
16	Commence drafting necessary “corporate cleanup” documents (e.g., charter and bylaw amendments, employment agreements, amendments to stock option plan) and documents necessary to effect any recapitalization, determine director independence; reset committees of the Board; designate Section 16 officers and Board resolutions necessary to authorize the public offering.	CC, reviewed by UC
17
18	ORGANIZATIONAL MEETING
19	Organizational meeting, at which the following matters should occur or be discussed:	CO, CC, LU, UC, IA
20	(a) Distribute working group list (including direct lines, cell and home phone numbers and physical delivery and email addresses)
21	(b) Draft and distribute a time and responsibility schedule, including specific assignments of responsibilities
22	(c) Terms of offering
23	(1) primary and secondary shares
24	(2) over-allotment option (“Green Shoe”)
25	(d) Timetable
26	(e) Selection of financial printer
27	(f) Selection of banknote company
28	(g) Selection of transfer agent
29	(h) Appropriateness of certain “corporate cleanup” matters (e.g., employment agreements, takeover protections) in light of marketing considerations
30	(i) Listing on NYSE or on the Nasdaq National Market and apply for trading symbol
31	(j) Discussion of required financial statements and of any special accounting problems
32	(k) Discussion of any anticipated disclosure problems
33	(l) Discussion of anticipated NASD or Blue Sky problems
34	(m) Arrangements with stockholders who have registration rights
35	(n) Desirability of pre-filing conference with the SEC, Blue Sky authorities and/or the NASD
36	(o) Recapitalization of CO (e.g., reverse stock split) that may be required prior to offering
37	(p) Discussion of lock-up agreements and any desired stockholder concessions
38	(q) Discussion of press release under Rule 135 of the Securities Act of 1933, as amended
39	(r) Determine possible reservation of securities for employees and business associates of the CO (i.e., Directed Share Program)
40
41	WEEK ONE
42	Distribute first draft of Registration Statement	CO, CC
43	Examine CO’s charter, bylaws, minute books, stockholder agreements, etc., to determine, among other things, the following:	CC
44	(a) Due incorporation
45	(b) Good standing (consider sending for long-form certificate from Secretary of State with certified copies of all charter documents)
46	(c) Due qualification to do business in the jurisdictions required (consider obtaining certificate from CO's Secretary showing each jurisdiction in which CO has property or operations)
47	(d) Existence of preemptive rights and whether they have been honored, restrictions on issuance or transfer of stock, declaration and payment of dividends or issuance of debt and prior compliance therewith, and any other material limitations on CO’s operations
48	(e) Compliance with corporate requirements of the state of incorporation relating to CO’s outstanding securities
49	(1) Corporate authority to issue stock and proper corporate action
50	(2) Minimum capitalization
51	(3) “Fully paid and nonassessable” (consider obtaining certificate of CO’s Treasurer or auditors regarding full payment)
52	(4) Adequate consideration
53	(5) Form of stock certificate
54	Transmit due diligence document request list to CO	UC
55	Continue business due diligence and commence legal due diligence review of material contracts, litigation, claims and contingent liabilities, past corporate action (minute books, stock records, charter, bylaws, etc.), financial statements, documentation with regard to outstanding securities, etc.	LU, UC
56	Send bid letters to appropriate financial printers	CO, CC
57	Send Officers’, Directors’ and 5% Stockholders’ Questionnaires to officers, directors and 5% or more stockholders of CO	CO or CC
58	Commence preparation of Underwriting Agreement, Agreement Among Underwriters, Underwriters’ Questionnaire, Underwriters’ Power of Attorney and Preliminary Blue Sky Survey	UC
59	If secondary offering is involved, prepare Selling Stockholders’ Questionnaire and other Selling Stockholder documents, including a Custody Agreement and a Power of Attorney	CC (or Selling Stockholders’ Counsel, if different), reviewed by UC
60	Commence preparation of necessary financial statements	IA
61	Draft powers of attorney for Registration Statement and amendments thereto, if needed (these will typically be contained in signature page of Registration Statement)	CO, CC
62	Select banknote company to print stock certificates	CO, CC
63	Advise banknote company of schedule and arrange for printing of stock certificates	CO
64	Select Transfer Agent and Registrar	CO
65	Determine availability and reserve desired trading symbol	CO, CC
66
67	WEEK TWO
68	Registration Statement drafting session	CO, CC, LU, UC, IA
69	Distribute underwriting documents	LU, UC
70	Commence negotiations with lessors concerning necessary consents and revisions of covenants that would restrict offering, use of proceeds thereof or dividends	CO, CC
71	Contact Nasdaq or NYSE regarding preclearance; file NYSE or Nasdaq application	CC
72	Select financial printer	CO, CC
73	Revise and distribute Registration Statement	CO, CC
74	Distribute drafts of financial statements	CO, IA
75
76	WEEK THREE
77	Second meeting to discuss Registration Statement and Underwriting Agreement	CO, CC, LU, UC, IA
78	Discuss comfort letter content and procedures	UC, LU, IA
79	Obtain completed Questionnaires and Powers of Attorney, if any, from officers, directors and 5% or more stockholders of CO	CO or CC
80	Revise and distribute Registration Statement	CO, CC
81	Assemble exhibits and deliver electronic versions to printer; prepare final forms of confidential treatment requests	CO, CC
82	Draft of Registration Statement to printer	CC
83	Draft of Underwriting Agreement to printer	UC
84	Finalize and circulate “corporate cleanup” and recapitalization documents	CO, CC
85
86	WEEK FOUR
87	Meetings at printer to discuss and finalize Registration Statement	CO, CC, LU, UC, IA
88	Circulate draft of comfort letter	IA
89	Prepare Form 8-A for Exchange Act registration	CO, CC
90	Arrange to have execution copy of the signature pages printed and signed by necessary officers and directors (these pages may, if acceptable to the persons signing, include designations of certain individuals to sign amendments to the Registration Statement as attorneys-in-fact on their behalf)	CO, CC
91	Arrange to have execution pages for accountant’s opinions and consents delivered, executed and returned in time for filing	CC, IA
92	Arrange for consents of persons about to become directors, if required (see Rule 438 under the Securities Act)	CC
93	Finalize and execute Powers of Attorney and Custody Agreements and arrange for placement of Selling Stockholders’ stock certificates with Custodian prior to filing with SEC, if possible (custodian is often the Transfer Agent and Registrar), if applicable	CO, CC
94	Confirm approval for NYSE or Nasdaq	CO, CC
95	Circulate revised proofs of Registration Statement and Underwriting Agreement	CC, UC
96	Meeting of Board of Directors of CO to approve offering and “corporate cleanup” matters, including adoption of resolutions relating to:	CO, CC
97	(a) Authorizing issuance, sale and delivery of stock
98	(b) Participation by Selling Stockholder(s), if applicable
99	(c) Appointing a pricing committee of the Board of Directors to establish the price of stock to the Underwriters and the initial public offering price
100	(d) Approving Registration Statement and prospectus and authorizing execution and filing of Registration Statement and all amendments thereto
101	(e) Authorizing listing of stock
102	(f) Appointment of transfer agent and registrar
103	(g) Approving all necessary “corporate cleanup” matters
104	(h) Approving recapitalization, if necessary
105	(i) Calling a special meeting of stockholders, if necessary
106	(j) Approving form of stock certificate
107	(k) Blue Sky matters
108	(l) Designating Section 16 Officers
109	(m) Setting slate of officers
110	(n) Confirming membership of board committees
111	Special meeting (or written consent in lieu of meeting) of stockholders of CO, at which resolutions are adopted approving any recapitalization, approval of any new compensation plans or amending current plans and all “corporate cleanup” matters that require stockholder approval	CO, CC
112	File charter amendments necessary to effect reverse stock split, if applicable	CO, CC
113	Finalize financial statements	CO, IA
114	Finalize form of Underwriting Agreement	CO, CC, LU, UC
115	Notify NYSE or Nasdaq at least two business days prior to expected filing date for approval	CC
116	Give instructions to printer with respect to the mailing of preliminary materials	LU
117	Determine quantities of preliminary offering materials required and give printer instructions re same	CO, LU, UC
118	Finalize compilation and preparation of exhibits to Registration Statement; finalize all confidential treatment requests	CO, CC
119	Prepare transmittal letter to SEC (for filing requirements, see Rule 402 under the Securities Act)	CC
120	Obtain approval letter from NYSE or Nasdaq	CO, CC
121	Prepare transmittal letter to NASD	UC
122	Finalize comfort letter	LU, IA, UC
123	Arrange for wire transfer of SEC filing fee	CO
124	Prepare wire for NASD and NYSE/Nasdaq filing fees	CO, CC
125
126	WEEK FIVE
127	File Registration Statement with SEC via EDGAR	CC
128	File Registration Statement and related materials with NASD and NYSE/Nasdaq	UC
129	File Form ID with SEC to reserve electronic filing codes for CO	CO or CC
130	Notify parties that filing is accomplished and specify the SEC Registration Number	CC or UC
131	If appropriate, issue brief press release re filing of Registration Statement (See Rule 134)	CO, LU
132	Have signed copies of Registration Statement distributed to CO, CC, IA, LU and UC	CO or CC
133	Prepare application for CUSIP number, apply for CUSIP number for stock; send copy of Registration Statement to CUSIP Service Bureau	CO, CC
134	Commence getting SEC EDGAR codes for directors, executive officers and 10% or greater holders (together the “Section 16 Reporting Persons”) either by means of SEC Form ID or get numbers for those reporting persons who have already been assigned such codes. Begin preparation of initial report of beneficial ownership of equity securities (Form 3) required under Section 16(a) of the Exchange Act for officers, directors and 10% or more stockholders of CO (required to be filed by the effective date of Exchange Act registration)	CO, CC
135	Review proof of form of stock certificate	CO, CC
136
137	WEEK SEVEN
138	Request estimated date on which SEC comments will be furnished	CC
139	File documents and otherwise finalize arrangements with Transfer Agent and Registrar necessary for its initial appointment	CO, CC
140	Obtain CUSIP number for stock	CO, CC
141	Approve final proof of form of stock certificate	CO, CC
142	Begin preparation of closing documents	CC
143	Resolve outstanding issues with NASD and Blue Sky administrators	UC
144	Resolve issues with NYSE/Nasdaq	CO, CC
145
146	WEEK TEN
147	Receive comments from SEC	CC
148	Review SEC comments and draft changes to Registration Statement in response thereto; clear responses to comment letter and schedule for filing of amendment to, and effectiveness of, Registration Statement (and Form 8-A, if applicable) with SEC	CO, CC, LU, UC, IA
149	Send letters of invitation, preliminary prospectuses, Underwriters’ Questionnaires, Powers of Attorney to prospective underwriters	LU
150
151	WEEK THIRTEEN
152	Print preliminary prospectuses in quantity	CO
153
154	WEEK FOURTEEN
155	Commence information meetings (“Road Show”)	CO, LU
156	If the amended preliminary prospectus incorporates substantial changes from prior distributed preliminary prospectus, consider recirculating preliminary prospectus	CC, UC
157	Obtain NASD clearance of underwriting arrangements	LU, UC
158	Prepare requests for acceleration of effective date of Registration Statement (see Rule 461) (and Form 8-A, if applicable) and pricing prospectus transmittal letter (see Rule 430A)	CO, CC, LU, UC
159	Distribute initial draft of closing memorandum	UC
160	Notify NYSE/Nasdaq of expected effective date of Registration Statement no less than 72 hours prior to anticipated effectiveness	CO, CC
161	Send acceleration request of CO to SEC at least two business days in advance of desired effective date, together with letter of Managing Underwriter(s) joining in such request and providing information concerning distribution of preliminary prospectuses (see Rule 15c2-8 under the Exchange Act and Release No. 33-4968)	CC, UC
162	File letter with SEC requesting acceleration of effective date of Form 8-A, if applicable	CC
163	File letter from LU joining in request for effectiveness of registration statement.	UC
164	Deadline for receiving completed Underwriters’ Questionnaire and Underwriters’ Powers of Attorney from syndicate members	LU
165
166	WEEK SIXTEEN
167	Complete Road Show	CO, LU
168	Ensure that CO has obtained the necessary authorizations and approvals of the offering from regulatory agencies, if any	CO, CC
169	File Form 8-A (to be declared effective concurrently with the Registration Statement)	CC	Pricing Day
170	Registration Statement and Form 8-A declared effective by SEC (5:00 p.m., Eastern time)	CC
171	Underwriter notified of effectiveness	CC
172	File Form S-8 relating to the CO’s option plans and any employee stock purchase plan	CC
173	NYSE/Nasdaq notified of effectiveness of Registration Statement and Form 8-A, if applicable	CC
174	Syndicate notified of effectiveness	LU
175	Meeting of pricing committee of the Board of Directors to establish the price of stock to the Underwriters and the initial public offering price thereof and to approve final form of Underwriting Agreement	CO, CC
176	Prepare “tombstone” advertisement	LU, UC
177	Give printer labels and mailing instructions for final prospectus	LU
178	Complete Blue Sky registration	UC
179	Deliver comfort letter (5:00 p.m., Eastern time)	IA
180	Sign Agreement Among Underwriters (5:15 p.m., Eastern time)	LU
181	Sign Underwriting Agreement (5:30 p.m., Eastern time)	CO, LU
182	File initial reports of beneficial ownership (Form 3) on behalf of officers, directors and 10% or more stockholders of CO as of the date of effectiveness (may be pre-filed)	CC
183	Prepare final prospectus containing pricing information (Rules 424(b) and 430A)	CC, UC
184	Issue press release re effectiveness of Registration Statement and price of stock	CO, LU	Offering Day (day after pricing)
185	Deliver copy of final prospectus to NASD	UC
186	Deliver copy of final prospectus to Nasdaq	CC
187	Release “tombstone”	LU
188	Begin market-making activities	LU
189	Sign Selected Dealers’ Agreements	LU
190	Distribute revised draft of closing memorandum	UC
191	Commence final preparation of legal opinions, certificates and other closing documents	UC, CC, TA
192	Contact banknote company to arrange for printing in quantity of stock certificates	CO
193	Print final prospectus in quantity	CO
194	Furnish CO and Transfer Agent and Registrar with names and denominations in which stock certificates are to be registered	LU
195	“Tombstone” advertisement appears	LU	Day after Offering Day
196	Notify syndicate of closing date and give instructions re payment	LU
197	CC opinion and instructions for certificates to Transfer Agent and Registrar	CO, CC
198	Preliminary closing (2:00 p.m., Eastern time)	CO, CC, UC	1 day prior to Closing
199	Complete Blue Sky Survey	UC
200	Stock certificates packaged for closing	LU, TA
201	Closing (9:00 a.m., Eastern time)	CO, CC, LU, UC, TA	Closing Day
202	Monitor undertakings in Registration Statement for compliance	CC	Post-Closing, as appropriate
203	Prepare bound volumes	CC
204	File report on Form 10-Q with SEC	CO, CC, IA	Within 45 days from the end of the first fiscal quarter ending after effective date of Registration Statement
205	File report on Form 10-K with SEC re offering expenses and use of proceeds	CO, CC, IA	Within 90 days from the end of the fiscal year ending after the effective date of the Registration Statement
206	Provide Underwriters with copies of filings as agreed upon in Underwriting Agreement	CO, CC