Kaufman & Associates e-Newsletter

Welcome to the Kaufman & Associates e-Newsletter.

In this issue:
       •   From the Managing Member
       •   SEC Proposes New Corporate Rules
       •   Selling Restricted Securities: A Flowchart
       •   About the Firm
       •   Kaufman & Moomjian Adds Tax Practice

From the Managing Member
Dear clients and friends:
In this issue, we have provided the flowchart from our seminar with Merrill Lynch & Co. entitled "Selling Restricted Stock and Other Strategies for Managing Concentrated Stock Positions." We hope that you will find this to be a useful tool in understanding the very complex ways in which securities, especially those held by insiders, can lawfully be sold. As always, please feel free to contact us with any questions or comments that you may have.
Neil M. Kaufman
Managing Member
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SEC Proposes New Corporate Rules
The Securities and Exchange Commission on April 12, 2002 issued two releases in which it proposed new rules which would shorten the 10-K and 10-Q reporting deadlines for many issuers, require disclosure of how investors can access reports filed with the SEC by such issuers, and require disclosure of certain transactions by executive officers and directors of all issuers. The SEC has proposed that for issuers with a public float of at least $75 million, that have been subject to the reporting requirements for at least 12 calendar months, and that have filed at least one annual report, the filing deadline for Quarterly Reports on Form 10-Q be shortened from 45 to 30 days after the end of the fiscal quarter and the filing deadline for Annual Reports on Form 10-K be shortened from 90 to 60 days after the end of the fiscal year. The SEC also proposed that such issuers be required to disclose in their 10-K how investors can access their filings with the SEC, including whether the filings are available on the filer's web site on the same day as the filing is made, and if they are not, the reasons why.
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Selling Restricted Securities: A Flowchart
The following flowchart illustrates various methods in which securities may be sold. This chart is intended for use in connection with sales of securities by security-holders of U. S. publicly traded companies within the U. S. In addition to the limitations and restrictions on the sale of securities referred to in the flowchart, other limi- tations and restrictions need to be considered when selling securities, including insider trading laws, company policies relating to sales of its securities, short swing profit restrictions and contractual arrangements such as lockups and shareholder agreements. The following are some brief definitions that will help facilitate the use of the chart:

An "affiliate" of an issuer is any individual or entity who, directly or indirectly through one or more interme- diaries, controls, is controlled by or is under common control with such issuer. An affiliate is typically an ex- ecutive officer, director or major stockholder of an issuer.

"Restricted Securities" are securities acquired in unregistered issuances from the issuer or unregistered private transfers from an affiliate of the issuer. Most restricted securities will bear a restrictive legend.
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About the Firm
Kaufman & Associates, LLC is Long Island's leading corporate and securities law firm, and focuses on bringing the highest quality representation to middle market and small cap companies. The firm represents public and private companies and investment banking firms in all types of public offering, private placement, merger and acquisition, lending, international finance and venture capital transactions. K&A represents several public companies with respect to their SEC compliance. The firm also has an active Tax practice and provides Elder Law services in the areas of wills, trusts, estates and probate proceedings. Neil M. Kaufman, the firm's managing partner, serves as chairman of the Banking and Securities Law Committee of the Nassau County Bar Association and as a director of the Long Island Venture Group. David L. Silverman, Chairman of the firm's Tax Group, serves as a director of the New York Virtuosi Chamber Symphony Orchestra.
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