I just looked over your little ad for the Private Placement, and I gotta tell you dudes you may need to get a new attorney.
You specifically mention "Private Placement", so we can assume you are planning a Reg D offering. While it is true that a Reg D offering is exempt from the registration requirements of the Securities Act of 1933, I'll assume that you are talking to an investment banker about the deal. I hope he hasn't seen your site yet, because if he has, he's going to be unhappy.
Your page says that
"should [I] choose to invest, [I] will be [not might be] allotted the number of shares of WebNode.com equal to the amount of [my] specified investment interest."
This statement cannot possibly be true under one circumstance that comes to mind immediately; if you are over-subscribed. The statement also appears strongly to give a promise of shares, which might violate not only the blue sky laws of whatever state I am in, but also the quiet period proviso against solicitation. Solicitation is solicitation no matter if you say it isn't. And that looks like solicitation to me.
Finally, you state: "Before the Private Placement you will be sent an e-mail with a link to our on-line order form. Your UserName will be your e-mail address and your password will be as specified in the form."
There is no mention of a prospectus, or more accurately in this particular case, a memorandum, which is the only way a Private Placement can be solicited in the United States.
Since you sound like regular people, I'll be nice and assume all this was simply an oversight on the part of whoever you guys hired to write this stuff, because if it was in fact an attorney, he snookered you in a major way, IMHO. |
