Sample Private Placement Memorandum
Jean E. Harris
Greenberg Traurig, LLP
C:\2002 REG D SEMINAR\MODEL POM.DOC
Private Placement Memorandum
Copy No. __________
SERIES 1 CONVERTIBLE PREFERRED STOCK
$2.00 per Share
We are offering a minimum of 500,000 and a maximum of 1,250,000 shares of our Series 1 Convertible Preferred
Stock (the "Shares"). There is no public market for the Shares or any other securities of our company, and no such
market will develop as a result of this offering.
THE SHARES OFFERED HEREBY ARE HIGHLY SPECULATIVE, AND AN INVESTMENT IN
SHARES INVOLVES A HIGH DEGREE OF RISK AND IMMEDIATE AND SUBSTANTIAL DILUTION
FROM THE OFFERING PRICE. SEE "RISK FACTORS" AND "DILUTION."
THE SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), OR APPLICABLE STATE SECURITIES LAWS, AND ARE
BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION
REQUIREMENTS OF THESE LAWS.