X-Message-Number: 692 Date: Mon, 30 Mar 92 21:08:29 EST From: (Perry E. Metzger) Subject: cryonics: #686 - #689 DISCLAIMER : The following is not an official opinion of Lehman Brothers, Shearson Lehman Brothers, or any affiliate of Lehman Brothers or Shearson Lehman Brothers. This message constitutes my personal opinion, and my personal opinion alone. I am not a lawyer. To the best of my knowledge, no other person affiliated with Shearson Lehman Brothers, Inc. has examined or judged the securities in the offering in question in any way, and this message constitutes solely a personal amateur opinion on the legality of Mr. Quaife's recent posting to Cryonics apparently offering unregistered securities for sale. from Message-Subject: Response to #685, Perry Metzger Perry Metzger states that "... by making an offering without appropriate disclaimers you have just violated about a dozen securities laws." Mr. Metzger is just wrong. We do not even need an Offering Notice to sell our securities. We have prepared the Offering Notice because: (1) Anyone buying securities deserves to know exactly what he is getting into, and (2) for our own protection; we require any purchaser to sign a statement that he has read the Offering Notice. I'm afraid YOU are just plain wrong, Mr. Quaife. (see below) Mr. Metzger also states "I also wonder whether or not the securities in question are properly registered. If they aren't, you've just violated a whole other bunch of laws." These securities fall under the California Corporations Code 21502(f) Limited Offering Exemption, and under the SEC Regulation D Rule 504 Limited Offering Exemption. If you keep your offerings small enough, you can avoid substantial red tape. 1) Your offering was made to every person on the Cryonics list, because you failed to include the text "this is not an offering" in your text. That made it an offering whether or not a seperate offering document exists. That totally screws every other thing you said. 2) Your offering was made interstate, meaning the California Corporations Code doesn't matter any more, at least in so far as you now must obey it AND all the federal and state regs in other states AT THE SAME TIME. 3) In some sense, state codes DO still matter, because you are still subject to them under current federal regs. You thus violated the blue sky laws in every single state that has a subscriber to Cryonics in it. 4) You just offered securities to more than 14 people, meaning you personally are now subject to liability as an unregistered broker dealer. Sorry, Art. 5) Your offering was made to a large number of people, most of whom doubtless do not fall under the rules covering private placements of equity to high net worth individuals. In short, you have just violated a whole other set of federal and state regulations by offering unregistered securities to the public at large. Look, Art, there is a REASON, a very GOOD REASON, that people pay pros to deal with this sort of stuff. Its because its ugly and dirty and involves lots of paperwork that has to be filled out exactly right or you are screwed. No investment banker or attorney familiar with the laws in question would have allowed you to make an offering of securities without a prospectus interstate, and certainly not without registering the securities. Yes, Trans Time has attorneys (one of whom prepared the Offering Notice), and yes, Trans Time keeps its nose clean. Not by any standard I can see. Your lawyers should be shot for allowing you anywhere near your offering. You just did something very bad. We have had no trouble with the law while operating for 20 years in California, where cryonics in general and another cryonics organization in particular have come under intense scrutiny by the officialdom. Thats probably because no one has turned you in. There are no SEC regulators watching this list, I assume, and I also assume that no one is about to turn you in. However, anyone who likes to is encouraged to call their local SEC branch and ask, hypothetically, what would happen if a friend of theirs made statements such as Art made on the list without any disclaimers attached. Now, I am never going to turn Art in. I think the securities laws are nit picky little grotesquities that have no place in our society. However, any rational man keeps his obediance to those laws scrupulous and public. Even the slightest violations can get you in serious trouble. A good friend of mine stands to go to jail for years for a technical violation that was hardly much bigger than Art Quaife's. You DONT fuck with the SEC. Its safer injecting yourself with HIV twice a day. The SEC is a mean bunch of guys who don't care how little you did and who generally don't overlook technical violations of the law. Anyone I know in the industry would currently be working overtime to try to either paper over the violation in question with statements after the fact, or be trying to destroy the evidence. Not having any idea of what he is dealing with, Art Quaife is blythely continuing to shoot himself in the foot, lord knows why. Personally, I don't care about Mr. Quaife. However, the rest of you ought to be clear on exactly whats going on here. Trans Time seems to try to project an air of financial sophistication with talk of the numerous partnerships, interlocking corporate structures, etc, etc, that it is involved in. So far as I can tell, its worse managed than about a dozen small companies the size of TransTime I've looked at fairly recently for my own account, who might be run by piss poor management but which at least have the sophistication to put nothing in writing concerning a upcoming sale of securities without having their lawyers read it FIRST. Perry Metzger Lehman Brothers a division of Shearson Lehman Brothers, Inc. Yes, that Shearson Lehman Brothers But no, my equities trading is done for me, not them, so don't draw any conclusions from where I work during the day. Rate This Message: http://www.cryonet.org/cgi-bin/rate.cgi?msg=692