Resumes
of all principal officers and directors.
The Articles of Incorporation and Bylaws as presently in effect for the
Company and any subsidiaries
Specimen stock
certificates and copies of all constituent instruments defining the
rights of holders of long-term debt.
Corporate minutes of all
meetings of directors, committees of directors and shareholders,
including copies of any written notices if given, and any written
consent to action without a meeting, in connection with the organization
of the company and for the first two (2) years.
Any plan setting forth
the terms and conditions upon which outstanding options, warrants or
rights to purchase securities of the Company or any of its affiliates
have been or are proposed to be issued, together with specimen copies of
such options, warrants or rights; or, if not issued pursuant to such
plan, copies of each such option, warrant or right.
Records setting forth all
issuances or grants of stock, options and warrants by the company,
listing the names of issuees or grantees, the amounts issued or granted,
the dates of the issuances or grants, the number of shares presently
exercisable and the consideration received or to be received by the
company in each case.
Any voting trust,
shareholder, repurchase, registration right or similar agreement
affecting the rights of shareholders to which the company or any
officer, director or 10% shareholder is a party.
All bonus, incentive
compensation, profit sharing, pension, retirement or deferred
compensation plans, contracts or arrangements.
Agreements for loans and
any other agreements (including consulting and employment contracts)
with officers, directors, or employees, whether or not now outstanding.
Lists of all current
owners of shares, including addresses and numbers of shares owned. This
listing of stock certificates should show certificate number and date,
name of shareholder, number of shares, date of board approval and permit
or consent to transfer, and should trace subsequent stock transfers.
Lists of all options
proposed to be granted, if any, including names and addresses of
proposed option holders and number of options to be held by each.
All indemnification
contracts, insurance policies or other arrangements under which officers
or directors may be indemnified against liabilities incurred in such
capacity.
Bank agreements and other
loan agreements (including amendments, renewal letters, notices and
waivers, if any), and all other security agreements, etc.
All real property and
personal property leases.
Material contracts with
suppliers or vendors.
(Name and Contact information of major suppliers and vendors)
Contracts with major
(over 10% of revenues) customers.
(Name and Contact information of principal customers)
Partnership or joint
venture agreements.
Form of contracts with
distributors, sales representatives or sales agents.
Samples of marketing and
sales literature used for various products.
Copy of any internal or
outside studies of the company, or the markets for its products (e.g.,
by management consultants).
Franchise or license
agreements.
Good
standing certificates all states and foreign countries where qualified
to do business, if available, for the company and any subsidiaries.
Permits
for conduct of business, including licenses, franchises, concessions and
distributorship agreements.
Schedule
of all insurance policies in force covering property of the company and
any other insurance policies such as "key man" policies or
products liability policies.
Employee
confidentially agreements.
All
letters which have been sent to auditors in connection with year-end and
current interim audits, including "litigation letters", for
the past five years.
Copy of
auditors’ letters to management regarding internal accounting controls
and compliance with Foreign Corrupt Practices Act, for the past five
years.
Active
litigation files, including letters asserting claims, complaints,
answers, etc. and information regarding any material litigation to which
the company is a party or in which it may become involved.
Any
settlement document for litigation.
Any
decrees, orders or judgments of courts or governmental agencies.
Description
of any warranty claims which have been made against the company, any
subsidiary, or any partnership or joint venture, and the resolution of
such claims.
Summary
of all OSHA, EPA or other governmental agency inquiries (if any).
