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The
Small
Business Advisor
Newsletter for April,
1997
CONTENTS
Notes,
tips, etc
Recruiting
Freelance Writing or Desktop Publishing Help
Six Lessons
from Large Corporations
Recordkeeping
Tips
Internet
Marketing Basics
The Power
of Classified Advertising
How to Go
Public without Cost
++++++++++++++++++++++++
NOTES/TIPS/etc
MARKETING TIP. Here is one
of our favorites. Have you noticed that in nearly every bill you receive
it contains sales literature? Return the favor! Stuff one of your catalogs,
brochures or news releases into EVERY bill you pay including telephone,
electric, mortgage, etc. You never know who is opening the mail.
-----------------
Looking for venture capital?
Check out http://www.vcworld.com , Venture Capital World Online. They
provide a direct database link between investors searching for opportunities
and entrepreneurs in need of venture capital.
-----------------
Newsgroups are a fantastic
source of information. The problem is that many internet providers (ISP's)
do not provide all the newsgroups available (over 15,000) due to limitations
in bandwidth and other reasons. However, check out http://sunsite.unc.edu/usenet-i/search.html
for a database of ALL existing newsgroups.
-----------------
Looking for a company or a
person? Check out these comprehensive directories:
Ultimate White Pages
http://www.angelfire.com/webfind.index.html
Switchboard telephone and
address directory
http://www.switchboard.com
Reverse directory; e-mail
& web pages
http://www.WhoWhere.com
Reverse phone directory-like
searches
http://www.yahoo.com/search/people/
Yellow Pages directory
http://www.bigyellow.com
Yellownet
http://www.yellownet.com
Yellow Pages Online
http://www.ypo.com
Four11 Directory Services
http://www.four11.com
-----------------
Need a Legal Business Form?
"The Complete Book of Small Business Legal Forms" by Daniel Sitarz provides
a wide variety of forms from contracts and leases to promissory notes
and collection documents. $19.95 or $29.95 with disk. Nova Publishing,
800 462 6420.
-----------------
TAXES. Although not known for
their accuracy (!), the IRS has a recorded information line including
a variety of topics including the new IRA rules. Call 1 800 829 4477.
The regular information line is 1 800 829 1040.
++++++++++++++++++++++++
Recruiting Freelance Writing
or Desktop Publishing Help
by Allen Short
When hiring a freelance or
consulting writer or desktop publisher, knowledge of these considerations
will allow you to make an informed decision and find the best candidate.
It will also provide insight into the roles that you and your staff must
fulfill for employing that candidate most effectively.
1) Ask for example documents.
Anyone with worthwhile experience
can easily provide these. Look at the materials and determine if the design
and accuracy are commensurate with your current literature or the new
standards you are trying to achieve. If you need color work done or original
artwork, make sure the candidate provides examples of these. Obtain work
examples in advance so you have plenty of time to examine them in detail.
Make sure that grammar, punctuation, spelling and sentence structure meet
your standards. Pay close attention to graphical details, trapping (or
color overlap and blending) within graphics, photo fit within frames,
page-to-page consistency, etc. and overall layout. Ask for a brief description
of a document's development, the problems incurred and the solutions implemented.
Don't be afraid to ask how long the project took to complete. This can
help you estimate the project time and cost for which you are hiring the
individual or firm.
2) Examine occupational and
educational backgrounds.
You will have to work efficiently
with this person so you should be aware of their work history (resume)
and what they find rewarding about document preparation. Knowledge of
the candidate's educational background, and whether it is ongoing, will
help you ascertain whether he or she is keeping abreast of changes in
the industry regarding techniques, software and publishing alternatives.
Ask about magazine subscriptions and which are found to be most useful
and why. This may reveal the level of commitment and creativity the candidate
has in providing the best results for your investment.
3) Find out what software
applications and platforms
the candidate
uses and is best experienced with.
The need for facility with
your current applications is obvious if the project is to be performed
in-house on your equipment. But, if the project will be handed off for
off-site completion and printing, consider the software programs to be
used. If your company does not own them, you may be tied to the consultant
for all future corrections and updates, an unnecessary cost for minor
revisions. This will also limit your access to the document text for use
in other projects, proposals, etc. As well, if the consultant will use
an application or applications you do own, make sure that the final documents
submitted on disk have been composed for the applicable printer(s) in
your facility. If one of your workers opens the file with a differing
printer driver loaded, the entire document may require rework. As well,
fonts used in the original may not be present on your system. Matching
fonts between client and consultant equipment is crucial for ensuring
that you can print the documents exactly as they were originally provided.
These problems are a common surprise to many first-time freelance employers.
Be prepared to demand what is in your best interest. The extra time required
by the consultant to ensure document compatibility is minimal. A good
consultant should bring these issues to your attention.
4) Evaluate verbal communication
skills and assertiveness.
Fundamental to the acquisition
of information for a documentation project is the availability of that
information. You know the type of work environment in which the candidate
is expected to succeed since you already work in it. You know whether
your technical or marketing staff practice organizational methods that
make information readily available, or whether they must be restrained
and interrogated. Evaluate the candidate's communication skills with respect
to your knowledge of these factors. The candidate must be capable of describing
the usual techniques used for acquiring information from engineers, technicians,
marketeers, salesmen, etc. and what questionnaires, if any, are employed
to collect that information. If your environment demands the methods of
an assertive buttonholer and your present candidate appears shy, hesitant
or reticent, you may be better off with a more aggressive and robust personality.
But don't swing to the other extreme and engage a consultant that may
put off a staff sensitive to the stresses of a demanding project or environment.
5) Ask for details on the
candidate's experience as a print shop liaison.
If your final documents are
to be printed at a print shop and you plan to assign the management of
this task to the candidate, evaluate his or her experience in this capacity.
Many consulting writers and desktop publishers typically provide only
the final document on disk or film with a laser hard copy. Someone capable
of interacting with the print shop during execution of the print run must
have reliable experience in dealing with the problems that can occur and
be capable of good judgment regarding registration, color matching and
color quality before approving the final run. A print shop will meet its
own quality standards. If your standards are somewhat higher and more
demanding, they will be met only if you engage an active advocate with
veto authority. That advocate should be experienced in the requisite technical
areas and persuasive diplomacy.
6) Determine the other demands
on the candidate's time that
may affect
the meeting of your deadline.
Anyone can promise a delivery
date, but to do so honestly and accurately requires organization and commitment
to a project. Make sure that the candidate you select is willing to set
aside the time required for your needs, or that the selected firm has
enough depth of personnel to carry out the project should the person walking
point become ill or be called away to another project. For especially
critical deadlines, a contractual agreement with late penalties may be
agreed upon to highlight the seriousness of your requirements and inspire
the needed responsiveness. You are paying, so retain the position of power
to have your project completed punctually.
7) Prepare your staff for
the most positive and effective
use of the
consultant's time.
Just as the consultant is
assuming an obligation to work for you, you are assuming the responsibility
of facilitating those efforts within your organization. It is a common
complaint of freelance document creators that their clients drop the ball
part way through a project, causing lost days for want of information,
solutions to product inconsistencies or the availability of individuals
scheduled to provide training. Make a commitment to having complete information
ready and contributing personnel versed ahead of time about what is expected
of them. Paying for consulting services on an hourly basis should make
the relevance and cost-effectiveness of this effort obvious. As a further
measure you may ask the consultant to provide project status reports,
wherein attention may be brought, on a regular basis, to the support issues
that must be resolved to allow progress. These are effective and not only
allow the consultant a significant voice regarding unmet needs, but ensure
your staff is continually aware of their obligations. Include the consultant
as a team member and your employees are more likely to exercise the respect
fundamental to cooperation.
(Written by Allen Short, Aikon
Desktop Services, Professional desktop publishing, technical writing and
web page design services. (773) 281-2594,
AGiS8@earthlink.net)
++++++++++++++++++++++++
SIX LESSONS FROM LARGE
CORPORATIONS
By Phyllis Sheerin Ross
Copyright @ Phyllis S. Ross
1997
Another Monday morning, and
there you are ensconced in front of your PC ready to start a day's work,
all warm and comfortable in old sweats with your funny- bunny slippers
on your feet. As you sip freshly brewed coffee from the mug with your
company-logo, you glance out the window and see your neighbor running
toward her car. She's wearing her navy blue "power suit", white blouse,
navy high heels, and has an overflowing coffee cup in one hand. In her
other hand is her attaché case. She has a bagel jammed into her
grimacing mouth, and stands there for a moment trying to figure out how
to open her car door. As she finally pulls away in her car, rushing to
her corporate job, you sigh and think, "Boy, do we live in two separate
worlds!". Not so. Take a closer look at her corporate world, and see how
see the lessons learned in her corporate world are directly applicable
to your small business world.
Lesson # 1 -Learn to plan
ahead. Large corporations require careful planning. Managers are expected
to turn in detailed plans for the next calendar year in August of the
current year. Documentation about how specific products and services will
be sold are noted. Projections of expected revenue and expenses are detailed
and illustrated by various charts and graphs. A less detailed five year
plan is presented together with the twelve month plan to the company directors.
Careful determination is made up front, regarding future business ventures.
Can you predict your business outlook for the months of April, May, and
June? Wouldn't detailed planning help you to realize your business goals?
Lesson #2 - Understand industry
drivers. Walk into a high level meeting of a corporation on any given
day, and there's bound to be a discussion of industry drivers. By understanding
the drivers in the customer's industry, you can determine how to leverage
the drivers, and how to provide better service and better products for
the customers. For example, look around at the rapid growth of take-out
chicken restaurants. Lots of competition for the same consumer audience.
If it's your job to produce ad copy for one of these restaurants, you
need to understand the demographics of the customers. Are they health
conscious, and prefer the broiled chicken and steamed vegetables? Do they
have young children who demand the fried chicken and French fries? What
can you put in your ad copy that will make them chose your client, and
not the competition? It's the preferences of the customer base that represents
the industry driver. When we understand what makes our customer successful,
we understand the concept of industry drivers. Do you know what makes
your customer's business a success?
Lesson # 3 - Request report
cards. Successful corporations do not play the game of "If only the customer
would go away, we could get our work done!". Successful corporations know
that their number one priority is customer satisfaction. And they are
diligent about measuring their success. There are frequent customer meetings
to ensure that the customer is indeed with work performed. Surveys are
conducted on a regular basis. Upper management will contact customers
directly to inquire how the team is performing on the contract. Presentations
are conducted that highlight the corporations accomplishments in order
that they be noted in the customer surveys. Have you asked your customer
for your report card lately?
Lesson # 4 - Know the competition.
Large corporations have entire departments dedicated to competitive analysis.
The department is totally focused on the competition for the corporation's
products and services. The competitive analysis team analyze the success
ratio of the product, the financial aspects, and the competitor's presence
in the industry. Competitive analysis is so critical to the success or
failure of a large corporation, that large numbers of consultants
will be brought in to assist with the process. Armed with this critical
knowledge, large corporations carefully prepare for the bid and proposal
arena. While small businesses obviously cannot afford entire departments
or even an extra person devoted to competitive analysis, can you afford
not to keep an eye on your competition?
Lesson # 5 - If you can't
beat 'em, join 'em. While examining the competition, large corporations
will frequently make the decision that they actually need to team with
the competition in order to win a large piece of business. The synergy
of two or even three large companies will present an unbeatable team for
the competition. Even if you're not the "primary" on the contract, it
becomes a "win-win" situation for all the companies involved in the bid
for business. Look around at your competition. Is there anyone you can
team with to present an even stronger, united front for success?
Lesson # 6 - Think globally.
Large corporations are always urging team members to think globally.
This concept references conducting business on an international
scale, and getting out of "the box" of focusing only on current products,
current services, current customers, current locations. It involves becoming
a visionary, and dedicating time to learning about the corporation's future
industry, and the customer's future industry. It involves taking action
now in order to be an active player in the future. Do you know the
future plans of your customer ? Why not hold a global planning
session together with your customer? Can you support them in getting
out of "the box"? Provide the visionary leadership that will move you
both toward a successful future.
So next time you see your
corporate neighbor rushing toward her car, gently tap on your window to
get her attention. When she looks up at you, bagel still in mouth, raise
one of your funny-bunny slippers in a salute. After all, the two of you,
corporate and small business, really do share a lot of the lessons
learned from large corporations!
(Phyllis Sheerin Ross is a
Consultant and writer, with over 20 years experience in project management,
training, and business development for Federal Government and commercial
organizations. She can be reached at 301-384-0769 or by e-mail at Bronx1@erols.com)
++++++++++++++++++++++++
BUSINESS RECORDKEEPING TIPS
By Jan Zobel, EA; ? 1996
Jan Zobel
If you have a separate business
account, deposit all money from the business into that account. As much
as possible, write business checks out of your business account and personal
checks from your personal account.
Use one of your credit cards
just for business expenses. The card does not need to be in the business'
name. While personal credit card interest is no longer deductible, business
credit card interest is 100% deductible.
In the event of an audit, you
will be asked to provide your canceled checks as well as your receipts.
The check shows that an item was paid for, while the receipt specifies
what was bought.
Keep the original charge card
receipts from any business expenses you charge. The monthly statement
gives no information about what was purchased.
While it's true that you don't
need to keep receipts if the expense amount is less than $75 (increased
recently from $25), you still need to record all information about the
expense: how much it was, to whom payment was made, what type of expense
it was, the date paid, and so on.
Your appointment book or calendar
is an important part of your tax materials and should be kept with them
from year to year. Notations can provide back up information about business
mileage, pay telephone expense, business trips, etc.
For tax purposes, the date
you charge something is the date it's considered paid. If you charge something
before December 31, you can deduct it on this year's tax return even though
you won't be paying the credit card bill until next year
It's never better to spend
unnecessary money just to save taxes. You don't save $1 in tax when you
spend $1 on a deductible expense.
Keep a record of every single
deposit made to all bank accounts. Record all money coming in, whether
taxable or not. At the least, note in your checkbook the source of each
deposit. Gifts and loans are not taxable but careful records should be
kept if you receive either of them.
Remember the adage, "Garbage
in, garbage out." If you don't understand the information you're
entering into your computer program, the financial records that come out
may or may not be accurate.
Once a year, at least, every
business that sells goods needs to physically count what is left in their
inventory.
Inventory removed for personal
use should be noted as it cannot be deducted as a business expense.
The IRS has no tolerance for
incorrectly withheld and remitted payroll taxes. If you have employees,
learn how to correctly withhold and deposit taxes, hire a payroll service
to handle the task, or consider leasing workers.
On December 31st write down
your car's odometer reading. If you do this every year, you'll know how
many miles you drove during the year. You still need records showing how
many of those miles were driven for business.
By January 31st you need to
issue a 1099 Form to anyone to whom you paid $600 or more this year for
business services or office rent. Now is a good time to make sure you
have that person's address and social security number, both of which must
be included on the 1099 form.
(Jan Zobel is a tax professional
(enrolled agent)with offices in the San Francisco Bay Area. She works
primarily with self-employed people and is the author of the new book
Minding Her Own Business: The Self-Employed Woman's Guide to Taxes and
Recordkeeping, EastHill Press).
++++++++++++++++++++++++
INTERNET MARKETING
by Jim Daniels of JDD Publishing
Are you new to online marketing?
Have you been at it a while with so-so results? Well here's a crash course
for you based on PROVEN strategies. I hope you find a tidbit or two you
can use!
For starters, a popular question
being asked lately, especially among the many newcomers to internet marketing
is this. "What one principle should my online marketing campaign revolve
around?" The answer may very well spell the difference between your success
or your failure online.
As an online marketer with
an established presence, we constantly field questions similar to that
above. Recently, a young woman fresh to the net marketing scene posed
the question in the following manner. "Being new to this marketing medium,
I'd like to know what you see as the most important constant I should
stay focused on as I chart my online marketing campaign?"
It took about 3 nanoseconds
for the answer to pop into my head! My reply was as follows, "The number
one reason people are online in the first place is to find information.
Specifically, FREE information." Which bears out the following, "Net marketers
who provide valuable content will keep people coming back. Keeping people
coming back, is one of, if not the most important factor in any marketing
campaign. It dramatically increases the chances of someone actually purchasing
your wares."
So there it is. The big picture.
A focus. No matter what you're marketing, you probably know plenty about
the subject. Share your knowledge. Create a FREE report and give it to
anyone who's interested. Start a FREE electronic newsletter about the
subject. Submit articles to other newsletters. Create an information rich
web site. These are just a few of the many ways to offer free information
online. Not only will you be helping your fellow netizens learn, you'll
be running an effective marketing campaign!
Now the second half of this
crash course focuses on how to get your sales message out. Below we've
reviewed the six most popular online marketing strategies in detail. Pick
out the methods that work for you and stick with them.
1. Major Provider Classified
Advertising. AOL, Compuserve, Prodigy classifieds. Does this method of
advertising really work? Sure it does. That's why you see the ads fill
up so quickly. Don't expect to be bombarded with inquiries, however, if
you regularly post ads in these sites, you will receive some action. Remember
though, post FROM an address that you do not mind receiving unsolicited
email at. Once you advertise at these sites, your address may be harvested
many times over and you'll get plenty of unsolicited email.
2. Free Classifieds On The
Web. In addition to the major service providers' online classifieds, there
are now well over a thousand sites on the internet that offer free and
low cost classifieds. DO they work? Sure. It's a little time consuming
to post to them all, but these ads do result in inquiries. Usually no
really large numbers, but a few per day is possible.
3. Newsgroups. Many online
marketers still rely heavily on newsgroups. Remember, some newsgroups
allow you to post direct ads, while others expect a more tactful approach.
(Such as contributing useful information and utilizing your signature
file as your ad.) See last week's issue for a nice long list of business
related newsgroups to read. And remember, before posting, get a feel for
each newsgroup by reading some other postings first.
4. Unsolicited Bulk Email.
Ahh... A touchy subject. Obviously it's being done. We receive plenty
of unsolicited email every day. But does sending your ad to thousands
of unsuspecting addresses really work? Probably not as well as some people
would like you to believe, but some have praised it. Remember, the decision
is yours, but if you're considering using bulk email, you must know two
facts. First, a large number of internet citizens do NOT approve of unsolicited
email and they WILL complain to your Internet Service Provider. And secondly,
many ISP's will discontinue your account when they get complaints from
angry recipients of your unsolicited bulk email.
5. Ezine Advertising. An excellent
alternative to bulk email! An ezine is an online publication usually delivered
via email. Ezine advertising is perhaps the most powerful and cost effective
way to attract prospects on the net. Now we're not just saying this to
attract advertisers to OUR publication. We actually advertise in many
ezines with excellent results. The fact that you are reaching large numbers
of email addresses in your TARGET audience, is why ezine advertising has
become a proven and rapidly expanding online marketing medium.
6. Web Marketing. Very effective.
However you must remember the cardinal rule. Whether you're building your
own site or putting one up in one of the popular web malls, web marketing
requires heavy promotion. (If you choose to put your site up in a mall,
make sure the mall operator actively takes on this marketing burden.)
Here are some other tips... Put banners up at other sites that link to
your site. (Do a little swapping with some other web marketers!) Search
engine submissions are a must, URL announcements, and ALL of the above
methods can be used to tie in your web campaign. Also remember to promote
your site in traditional publications. There are probably dozens if not
more newsletters, and magazines related to your area of interest! Get
the word out in the form of press releases and advertising.
This sums up your crash course
on internet marketing. Remember, if you're serious about your online marketing
campaign, you won't limit yourself to one or two methods. Just like traditional
marketing, online marketing takes on many faces. Get your FREE information
together, sample the many different marketing methods available and stick
with what works best!
(This article was written
by Jim Daniels of JDD Publishing, home of "The BizWeb E-Gazette!" and
"Internet Email! Beyond The Basics!" For a free subscription to the gazette,
email FreeBizWeb@JDD-Publishing.com. Visit their Web Site at http://www.BIZWEB2000.com
- your Online Marketing Resource Center!)
++++++++++++++++++++++++
THE POWER OF CLASSIFIED ADVERTISING
By Robert Imbriale, Business
Coach
Have you ever wondered if
anybody really makes any money with classified ads? That's a question
I wanted answers too recently, so I did a little research and found that
there are a certain number of them that work extremely well, others that
do all right, and still others that don't even produce a single response!
What's the difference? As
you can imagine, there are many variables that affect the success of a
given classified or display ad, but there are a few things you can do
to make sure you are stacking the odds in your favor.
On of the biggest mistakes
you can make is saying too much in too small and ad. For instance, forget
about selling anything in a classified ad! That's right, forget about
it! There just isn't enough room to make your case, so don't even try!
Instead, use your classified ads to generate a hot qualified prospect.
You can then use all the time and space you need to make your case by
sending them your sales literature.
I like to use classified ads
to pique interest in a product or service. What that means is that I write
about 10 to 15 words, rarely anything longer, that catch the reader's
attention and propel them to take a specific action in order to get more
information or a free sample.
Since telling the whole story
in a classified ad is simply impossible, get the prospect to respond.
You can have them call you on the telephone, send you a letter requesting
more information, or even have them look you up on the Internet, but never
request the sale in your classified ad!
If you really want to know
what classified ads work and which ones don't, go to your local library
and pick up old copies of the publication in which you are planning to
advertise. Look for the classified section and take note of the ads that
are in issue after issue. Do they change from issue to issue? If not,
you've probably found a winning ad and can use that as a template when
writing your classified ad.
Headlines
Your classified ads must begin
with a powerful headline, or at least an attention-grabbing word. Remember,
you've only got a split second to get your prospects attention. I like
to put the end-result or ultimate benefit of what it is I'm selling right
there in the headline. When my prospect reads my ad, they immediately
see what they'll get/gain/earn/achieve and if they identify with
the end result, then they will follow up for more information.
Here are some examples of
what I consider powerful headlines:
"Earn 100k+ Per Year Working
From Home!"
"Lose 30 Lbs Without Starving!"
"Buy Your Dream Home With
No Money Down! Complete details FREE. Call 24hours 1-800-999-5555."
As you can see, these headlines
immediately pique interest by stating the end result up front. Now all
you have to do to make these classified ads work is add the magic words;
"Free information" and ask them to either call or write to you. If you
have one, use a toll-free "800" or "888" telephone number to help increase
response even more.
That, in a nutshell is how
to make use of inexpensive classified advertising. The only magic to it
is to keep it short, make sure it has incredible, but believable impact,
and remember that your goal is not to sell but rather to generate a qualified
lead.
Classified advertising, when
properly used, is a great way to boost sales without spending thousands
of dollars in advertising. It's also a great way to test headlines for
sales letter, brochures and larger display advertising.
So go ahead, write a few classified
ads right now. Just ask yourself this question, "What's the ultimate benefit
my prospect will gain by using my product or service?" The answer to that
question then becomes the basis for your classified ad headline. Can you
see how easy it is and how powerful it can be to use classified advertising
in you marketing mix?
Now place your ad in a number
of publications and be ready to reply immediately to all the requests
for free information you will get. Then as you send out your information,
take note of how many prospects you convert to customers. You may find
that your literature will need some fine-tuning.
Make changes until you are
get your desired results. Then what you will ave is a reliable, predictable
marketing model you can use over and over again! That's how it's done.
Are you ready to build your marketing model?
Send me you classified ads
and let me know how they work out for you! I always love hearing from
you!
(Mr. Imbriale is a nationally
recognized business coach specializing in business development. For a
free telephone coaching session contact him at roberti@ix.netcom.com,
http://www.amabiznet.com, or 516 754 9144.)
++++++++++++++++++++++++
HOW TO GO PUBLIC WITHOUT COST
by William Cate
How Can You Become a Public
Company Without Cost?
The 1934 Securities Act states
that any private company with over 500 public shareholders is a public
(reporting) company. Mr. Frederick Lipman is an experienced securities
attorney. In his book, Going Public Mr. Lipman observes (Chapter 10) that
any public company may sponsor a private company by distributing free
stock of the private company to their shareholders. The industry
refers to a private company that goes public using this stock distribution
strategy as a Spinoff.
Why Will Public Companies
Sponsor Spinoffs?
The public company sponsor
usually gets 10% of the private company's stock. The public company distributes
half this stock (5%) to their shareholders. By regularly paying their
shareholders Spinoff stock dividends, the public company keeps their shareholders.
The public company retains 5% of the private company's stock as a corporate
asset. This stock enhances the net worth of the public company. The public
company sponsor normally pays the cost of distributing the private company's
stock to their shareholders. This makes going public a cost free service
for the private company.
Why Should Any Private Company
Go Public?
* Doing private placements
is easier for a public company. Your company can more easily convert your
stock to cash.
* A public company can use
its stock to buy corporate assets. By buying cash-producing assets
for your company's stock, you increase your company's cashflow,
without spending your company's money.
* When it comes time to sell
your public company, the sale price will be your company's share price
multiplied by the number of issued shares. The share sale price is usually
greater than a sale price based on your company's balance sheet.
* Business groups buying recently
privatized Foreign Government industries gain substantial insurance against
a future Government nationalization by becoming a U.S.Public Company.
How Does a Spinoff Compare
With an Initial Public Offering (IPO)?
For an operating company,
the average cost of doing an IPO is around $750,000. It takes 18 months.
Over half the private companies that decide to go public with an IPO abandon
the process before they become a public company.
In a Spinoff, the public company
sponsor pays your costs. It takes about four months for your private company
to become publicly trading.
If you do an IPO, you're not
required to distribute any free stock to the public. However, most IPO
underwriters price the IPO stock at 15% below the net worth of the company.
This effectively gives the public shareholders 15% of the private company
free.
Where Do Spinoffs Trade?
A Spinoff is a public company.
It will trade over-the-counter (OTC), if it doesn't qualify to trade on
a stock exchange. The public companies that regularly sponsor Spinoffs,
usually arrange to have the new public company trade on the NASD Automatic
Bulletin Board.
Why Shouldn't a Private Company
Do a Spinoff?
* It's rarely cost effective
to arrange a PUBLIC financing for a U. S. Public Company. Unless you can
arrange a private placement, you must be certain that your broker or consultant
has the contacts to fund your Spinoff.
* The sponsoring company usually
wants a seat on your Board of Directors. As Mr. Lipman comments, the sponsor
can be legally liable for the misdeeds of the Spinoff.
* It's nearly impossible to
find a Spinoff sponsor for a concept-company. The potential of legal liability
ensures that sponsors want quality operating private companies for this
process.
* A public company has a responsibility
to its shareholders. As a matter of corporate self-interest, the public
company must insure a strong share price. This responsibility adds ongoing
costs to any company's operation. Whether your public company trades OTC
or on the NYSE, investor relations will be part of your annual expenditures.
Why Aren't Spinoffs Popular?
* Every industry wants to
sell products that make their members the most money. The Spinoff saves
you money. But, securities attorneys lose income. U. S. brokerage firms
make less money doing Private Placement than public offerings. Financial
printers lose money, etc. It isn't in the Industries best interest to
mention a Spinoff to the CFO of a private company.
* Most OTC company insiders
want to dump their stock quickly. The stock in a Spinoff is restricted
stock (subject to SEC Rule 144). Since insiders can get free trading stock
by buying a Trading Shell, they avoid Spinoffs.
* Few public companies will
sponsor Spinoffs because of the legal liability problem.
Spinoffs work, but they may
not work for your company. Discuss this business strategy with your attorney
& accountant. Seek an opinion from a business consultant or stock
broker familiar with Spinoffs. Knowing that Spinoffs exist means you have
half your answer about using a Spinoff.
(William Cate is a equity finance
consultant and publishes Investor Alert. email: Contact him at money@southcoast.net
or 1 (415) 879-0654)
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