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Going Public 497

b. The Company’s counsel.

c. Representative of the Company’s

certified public accountants.

4. Based on the information elicited
   through discussions with various
   individuals, encourage that the
   registration statement be revised in an
   effort to improve upon
   its disclosure.


5. After a revised draft of the registration
   statement is available, see that it is
   distributed to all directors and key
   officials.


6. Review the Company’s procedures for
   collecting and evaluating comments
   on the registration statement from
   those persons to whom it has been
   furnished.

N. Review of Other Documents

1. Review documents not previously
   furnished, including those of a
   confidential nature that the Company
   would prefer not to be taken from its
   offices, including:
   a. Five-year plans.
   b. Financial forecasts.
   c. Budgets.
   d. Periodic reports by operating units
   to senior management or the board
   of directors.
   e. Letters of comment received by the
   Company in connection with prior
   registration statements.
   f. At least the most recent
   management letter prepared by the
   accountants in connection with
   their audit.

O. Review During Negotiation of Underwriting

Agreement

1. During negotiations on representations
   and warranties in the underwriting
   agreement, be sensitive to potential
   problems that arise and may need to be
   disclosed in the registration statement.


2. Review legal counsel’s summary of the
   Company’s minutes.

III. Summary Analysis

A. Prior to effectiveness of registration

statement, prepare a memorandum

summarizing the due diligence investigation,

including the dates of any visits to principal

facilities, meetings with management, and

registration statement review sessions.

B. Have this memorandum reviewed by counsel

for the underwriters.

SOURCE: The NASDAQ Stock Market, Inc.