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-Audio Kit Available Upon Request-
The Waldorf Astoria
October 26-27, 2005
New York, NY
WEDNESDAY, OCTOBER 26, 2005
Registration, Breakfast & Networking
7:30 - 8:30 AM
7:30 - 8:30 AM
Opening Remarks
8:30 - 8:35 AM
SPEAKER: STEVEN DRESNER, The PIPEs Report
8:30 - 8:35 AM
SPEAKER: STEVEN DRESNER, The PIPEs Report
The State of the Market
8:40 - 9:00 AM
Our annual "State of the Market" presentation provides a backdrop for the event through an up-to-date analysis of what’s happening in the business of PIPEs.
SPEAKER: E. KURT KIM; CEO, PrivateRaise, LLC
Sponsored by PrivateRaise, LLC
8:40 - 9:00 AM
Our annual "State of the Market" presentation provides a backdrop for the event through an up-to-date analysis of what’s happening in the business of PIPEs.
SPEAKER: E. KURT KIM; CEO, PrivateRaise, LLC
Sponsored by PrivateRaise, LLC
Investment Banking
9:10 - 10:00 AM
Active PIPE agents look back on the year that passed and offer some informed suggestion as to what’s in store for 2006 in an environment of increased investor interest and heightened regulatory scrutiny.
MODERATOR: CLIFF TELLER, Maxim Group
PANELISTS: JOHN BORER, Rodman & Renshaw; STUART BRESSMAN, Brown Raysman Millstein Felder & Steiner; JOHN CLARKE, H.C. Wainwright & Co.
Sponsored by Maxim Group
9:10 - 10:00 AM
Active PIPE agents look back on the year that passed and offer some informed suggestion as to what’s in store for 2006 in an environment of increased investor interest and heightened regulatory scrutiny.
MODERATOR: CLIFF TELLER, Maxim Group
PANELISTS: JOHN BORER, Rodman & Renshaw; STUART BRESSMAN, Brown Raysman Millstein Felder & Steiner; JOHN CLARKE, H.C. Wainwright & Co.
Sponsored by Maxim Group
Legal & Regulatory Panel #1: Enforcement, Investigations & Fund Registration
10:10 - 11:00 AM
Our panel of legal experts and regulatory officials contemplate the environment on Wall Street. Detailed discussions about current issues including rule changes, market and exchange dynamics, and pending hedge fund registration, provides an overview of how the law influences the business of PIPEs.
MODERATOR: JACK HOGOBOOM, Lowenstein Sandler
PANELISTS: HARRY DAVIS, Schulte Roth & Zabel; DEREK MEISNER, Kirkpatrick & Lockhart Nicholson Graham; STEVEN USLANER, Littman Krooks
Sponsored by Lowenstein Sandler
10:10 - 11:00 AM
Our panel of legal experts and regulatory officials contemplate the environment on Wall Street. Detailed discussions about current issues including rule changes, market and exchange dynamics, and pending hedge fund registration, provides an overview of how the law influences the business of PIPEs.
MODERATOR: JACK HOGOBOOM, Lowenstein Sandler
PANELISTS: HARRY DAVIS, Schulte Roth & Zabel; DEREK MEISNER, Kirkpatrick & Lockhart Nicholson Graham; STEVEN USLANER, Littman Krooks
Sponsored by Lowenstein Sandler
Networking Break
10:30 - 11:00 AM
Sponsored by HPC Capital Management
10:30 - 11:00 AM
Sponsored by HPC Capital Management
Investing in PIPE Funds: The Emerging Fund Managers Panel
11:40 – 12:30 PM
This panel of fund managers address commonly asked questions about the fundraising process. This group contemplates equity private placements as a unique asset class that’s growing in popularity.
MODERATOR: DAVID BATISTA, HPC Capital Management
PANELISTS: JIM ANDREW, AC Capital; RICHARD LEVY, Magnetar Capital; MITCH LEVINE, Enable Capital Management; KEN WRUK, Nite Capital
11:40 – 12:30 PM
This panel of fund managers address commonly asked questions about the fundraising process. This group contemplates equity private placements as a unique asset class that’s growing in popularity.
MODERATOR: DAVID BATISTA, HPC Capital Management
PANELISTS: JIM ANDREW, AC Capital; RICHARD LEVY, Magnetar Capital; MITCH LEVINE, Enable Capital Management; KEN WRUK, Nite Capital
From Washington to Wall Street: Sarbox and its Effect on the Little Guy
12:35 - 1:00 PM
One of the country’s most influential free-market economists, Larry Kudlow dissects the current political and economic climate and interprets the long and short-term implications of these events. Join us and enjoy Larry’s political perspective along with his keen sense of humor as he talks about the effects of Sarbanes-Oxley on small public companies.
FEATURED SPEAKER: LARRY KUDLOW host of CNBC’s "Kudlow & Company"
Sponsored by Cornell Capital Partners
12:35 - 1:00 PM
One of the country’s most influential free-market economists, Larry Kudlow dissects the current political and economic climate and interprets the long and short-term implications of these events. Join us and enjoy Larry’s political perspective along with his keen sense of humor as he talks about the effects of Sarbanes-Oxley on small public companies.
FEATURED SPEAKER: LARRY KUDLOW host of CNBC’s "Kudlow & Company"
Sponsored by Cornell Capital Partners
Valuing Intellectual Property & Using IP as Collateral in Deals
1:05 - 1:30 PM
PIPEs and other financings that utilize debt instruments frequently involve collateral. These collateralized deals have grown in popularity as investors continue to seek ways to mitigate risk. In this presentation, intellectual property specialists discuss the challenges of valuing patents or technology and how you can use IP as collateral.
SPEAKER: ARTHUR DRESNER, Reed Smith
Sponsored by Reed Smith
1:05 - 1:30 PM
PIPEs and other financings that utilize debt instruments frequently involve collateral. These collateralized deals have grown in popularity as investors continue to seek ways to mitigate risk. In this presentation, intellectual property specialists discuss the challenges of valuing patents or technology and how you can use IP as collateral.
SPEAKER: ARTHUR DRESNER, Reed Smith
Sponsored by Reed Smith
Section 16 & Short-Swing Trading
1:35 - 2:00 PM
Securities attorney Lawrence Hui discusses everything you should know about Section 16 and the quandaries related to being classified as an investment "group." You will learn the essential issues related to beneficial ownership, avoiding group status, implementing conversion caps, and equitable tolling.
SPEAKER: LARRY HUI, Kleinberg Kaplan Wolff & Cohen
Sponsored by Kleinberg Kaplan Wolff & Cohen
1:35 - 2:00 PM
Securities attorney Lawrence Hui discusses everything you should know about Section 16 and the quandaries related to being classified as an investment "group." You will learn the essential issues related to beneficial ownership, avoiding group status, implementing conversion caps, and equitable tolling.
SPEAKER: LARRY HUI, Kleinberg Kaplan Wolff & Cohen
Sponsored by Kleinberg Kaplan Wolff & Cohen
Investing in Microcaps
2:10 - 3:00 PM
Thousands of companies trade in the sub $100 million market cap range. Learn how this group of experienced professionals negotiate transactions for less liquid and highly volatile companies.
MODERATOR: GREG SICHENZIA, Sichenzia Ross Friedman Ference
PANELISTS: COREY RIBOTSKY, The NIR Group; VINCE SBARRA, HPC Capital Management; DAVID SKRILOFF, Duncan Capital
Sponsored by Sichenzia Ross Friedman Ference
2:10 - 3:00 PM
Thousands of companies trade in the sub $100 million market cap range. Learn how this group of experienced professionals negotiate transactions for less liquid and highly volatile companies.
MODERATOR: GREG SICHENZIA, Sichenzia Ross Friedman Ference
PANELISTS: COREY RIBOTSKY, The NIR Group; VINCE SBARRA, HPC Capital Management; DAVID SKRILOFF, Duncan Capital
Sponsored by Sichenzia Ross Friedman Ference
Networking Break
3:10 – 3:30 PM
Sponsored by HPC Capital Management
3:10 – 3:30 PM
Sponsored by HPC Capital Management
North of the Border: Investing in Canadian Issuers
3:40 - 4:30 PM
Canadian bankers and investors discuss the business of private placements for Canadian issuers. This roundtable offers practical advice and guidance on the specifics of doing deals north of the border.
MODERATORS: MATT GAASENBEEK, Canaccord Capital; PETER GROSSKOPF, Sprott Securities
PANELISTS: JAMES PASSIN, Firebird Management; JOHN VETTESE, Cassels Brock Blackwell
Co-Sponsored by Canaccord Capital and Sprott Securities
3:40 - 4:30 PM
Canadian bankers and investors discuss the business of private placements for Canadian issuers. This roundtable offers practical advice and guidance on the specifics of doing deals north of the border.
MODERATORS: MATT GAASENBEEK, Canaccord Capital; PETER GROSSKOPF, Sprott Securities
PANELISTS: JAMES PASSIN, Firebird Management; JOHN VETTESE, Cassels Brock Blackwell
Co-Sponsored by Canaccord Capital and Sprott Securities
Reverse Mergers + PIPEs: Exploring IPO Alternatives
4:40 - 5:30 PM
This panel explores using private placements in conjunction with reverse merger transactions. These experts address equity financings, preparing companies for deals, and the issues surrounding being publicly traded including regulatory compliance and audits, finding market support, and managing investor relations.
MODERATOR: NIMISH PATEL, Richardson Patel
PANELISTS: DAVID GRIN, Laurus Family of Funds; KIT JENNINGS, Roth Capital Partners; TIM KEATING, Keating Investments
Sponsored by Richardson Patel
4:40 - 5:30 PM
This panel explores using private placements in conjunction with reverse merger transactions. These experts address equity financings, preparing companies for deals, and the issues surrounding being publicly traded including regulatory compliance and audits, finding market support, and managing investor relations.
MODERATOR: NIMISH PATEL, Richardson Patel
PANELISTS: DAVID GRIN, Laurus Family of Funds; KIT JENNINGS, Roth Capital Partners; TIM KEATING, Keating Investments
Sponsored by Richardson Patel
Closing Remarks
5:40 - 5:45 PM
SPEAKER: STEVEN DRESNER, The PIPEs Report
5:40 - 5:45 PM
SPEAKER: STEVEN DRESNER, The PIPEs Report
Cocktail Reception & Entertainment
6:30 - 8:00 PM
Join us to network with the industry’s leading dealmakers. If you are a public company looking for financing or just looking to meet investors, you won’t want to miss this cocktail reception. The evening’s entertainment will be a vibrant performance of Russian, Eastern European, and traditional world folk music, as well as classical and contemporary music, performed by "The Russian Trio."
Sponsored by Cornell Capital Partners
6:30 - 8:00 PM
Join us to network with the industry’s leading dealmakers. If you are a public company looking for financing or just looking to meet investors, you won’t want to miss this cocktail reception. The evening’s entertainment will be a vibrant performance of Russian, Eastern European, and traditional world folk music, as well as classical and contemporary music, performed by "The Russian Trio."
Sponsored by Cornell Capital Partners
THURSDAY, OCTOBER 27, 2005
Breakfast & Networking
7:30 - 8:30 AM
7:30 - 8:30 AM
Opening Remarks
8:30 - 8:35 AM
SPEAKER: BRETT GOETSCHIUS, The PIPEs Report
8:30 - 8:35 AM
SPEAKER: BRETT GOETSCHIUS, The PIPEs Report
Legal Workshop: What Investors Need to Know
8:40 – 10:25 AM
This technical discussion brings clarity to the issues affecting anyone who invests in PIPE transactions. Investors, bankers, and securities attorneys will benefit from this legal and investment workshop.
Sponsored by DLA Piper Rudnick
8:40 – 10:25 AM
This technical discussion brings clarity to the issues affecting anyone who invests in PIPE transactions. Investors, bankers, and securities attorneys will benefit from this legal and investment workshop.
- How investors can avoid litigation
- Hedge fund registration issues
- SEC investigation update
- Short selling reforms and naked shorting litigation
Sponsored by DLA Piper Rudnick
Networking Break
10:30 - 10:50 AM
Sponsored by HPC Capital Management
10:30 - 10:50 AM
Sponsored by HPC Capital Management
Legal Workshop: What Issuers Need to Know
11:00 - 12:45 PM
This workshop provides a complete tour of PIPEs by exploring industry terminology and all the things companies and their counsel should keep in mind when consummating deals.
PANEL PARTICIPANTS:: RON DAGAR, Bushido Capital; DAVID DONOHOE, Donohoe Advisory; STEVEN DRESNER, The PIPEs Report; DENNIS MEEKINS, American Stock Exchange
Sponsored by Reed Smith
11:00 - 12:45 PM
This workshop provides a complete tour of PIPEs by exploring industry terminology and all the things companies and their counsel should keep in mind when consummating deals.
- Developments in structuring transactions
- NASD, SEC, and market/exchange issues
- Integration, the 20% Rule, and other considerations
- Managing expectations, planning for new issuances
- Reg SHO, Naked Shorting, and trading issues
PANEL PARTICIPANTS:: RON DAGAR, Bushido Capital; DAVID DONOHOE, Donohoe Advisory; STEVEN DRESNER, The PIPEs Report; DENNIS MEEKINS, American Stock Exchange
Sponsored by Reed Smith
Investing in Chinese Companies
1:00 - 1:25 PM
Darren Ofsink’s legal experience includes assisting a variety of Chinese companies to become public through reverse merger transactions. Learn about the recent "SAFE Circulars" and hear first-hand accounts of financial and regulatory issues that impact investing in Chinese companies and bringing these companies public in the U.S.
SPEAKER: DARREN OFSINK, Guzov Ofsink
1:00 - 1:25 PM
Darren Ofsink’s legal experience includes assisting a variety of Chinese companies to become public through reverse merger transactions. Learn about the recent "SAFE Circulars" and hear first-hand accounts of financial and regulatory issues that impact investing in Chinese companies and bringing these companies public in the U.S.
SPEAKER: DARREN OFSINK, Guzov Ofsink
International Private Placements Dealmaking
1:30 - 1:55 PM
Veteran private placement dealmaker Larry Goldfarb from BayStar Capital will brief attendees on the state of overseas investment opportunities and share his experiences outside the area of domestic PIPE investing.
FEATURED SPEAKER: ADAM GOTTBETTER, Highgate House Funds
1:30 - 1:55 PM
Veteran private placement dealmaker Larry Goldfarb from BayStar Capital will brief attendees on the state of overseas investment opportunities and share his experiences outside the area of domestic PIPE investing.
FEATURED SPEAKER: ADAM GOTTBETTER, Highgate House Funds
Legal & Regulatory Panel #2: Negotiating Deals & Trading PIPEs
2:00 - 2:50 PM
This roundtable focuses on the latest developments in transaction structures including new trends in purchase agreements and deal covenants. These securities experts discuss deal terms and how investors can trade, borrow, and hedge PIPE securities responsibly.
MODERATOR: ELE KLEIN, Schulte Roth & Zabel
PANELISTS: CHRISTOPHER AUGUSTE, Kramer Levin; ERIC COHEN, Bryan Cave; JOE SMITH, Feldman Weinstein
Sponsored by Schulte Roth & Zabel
2:00 - 2:50 PM
This roundtable focuses on the latest developments in transaction structures including new trends in purchase agreements and deal covenants. These securities experts discuss deal terms and how investors can trade, borrow, and hedge PIPE securities responsibly.
MODERATOR: ELE KLEIN, Schulte Roth & Zabel
PANELISTS: CHRISTOPHER AUGUSTE, Kramer Levin; ERIC COHEN, Bryan Cave; JOE SMITH, Feldman Weinstein
Sponsored by Schulte Roth & Zabel
Enforcement Update: The Prosecutor's Perspective
11:40 - 12:30 AM
This panel of current and former regulatory enforcement officials and corporate attorneys provide their thoughts on the scope and goals of recent PIPE-related enforcement cases brought by the SEC, NASD and the justice department. Panelists discuss how to advise clients regarding hedging and how deal documentation has changed as a result of government enforcement activity.
MODERATOR: PERRIE WEINER, DLA Piper
PANELISTS: BRENT BAKER, Parsons, Behle & Latimer; KEN BREEN, Paul Hastings Janofsky & Walker; MICHAEL MACPHAIL, Holland & Hart; DAVID MARKOWITZ, Securities and Exchange Commission; MARK WOOD, Katten Muchin Rosenman
11:40 - 12:30 AM
This panel of current and former regulatory enforcement officials and corporate attorneys provide their thoughts on the scope and goals of recent PIPE-related enforcement cases brought by the SEC, NASD and the justice department. Panelists discuss how to advise clients regarding hedging and how deal documentation has changed as a result of government enforcement activity.
MODERATOR: PERRIE WEINER, DLA Piper
PANELISTS: BRENT BAKER, Parsons, Behle & Latimer; KEN BREEN, Paul Hastings Janofsky & Walker; MICHAEL MACPHAIL, Holland & Hart; DAVID MARKOWITZ, Securities and Exchange Commission; MARK WOOD, Katten Muchin Rosenman
Networking Break
3:00 - 3:25 PM
Sponsored by HPC Capital Management
3:00 - 3:25 PM
Sponsored by HPC Capital Management
Using Technology to Find, Analyze, & Structure Deals
3:30 - 3:55 PM
Increasing interest in PIPEs and Rule 144A offerings has created a niche industry centered on providing private placement data to investors and other professional services firms. Executives from Sagient discuss how dissecting deal terms can yield useful information to help find, analyze, and structure transactions.
SPEAKER: BRIAN OVERSTREET, Sagient Research Systems
Sponsored by Sagient Research Systems
3:30 - 3:55 PM
Increasing interest in PIPEs and Rule 144A offerings has created a niche industry centered on providing private placement data to investors and other professional services firms. Executives from Sagient discuss how dissecting deal terms can yield useful information to help find, analyze, and structure transactions.
SPEAKER: BRIAN OVERSTREET, Sagient Research Systems
Sponsored by Sagient Research Systems
Specified Purpose Acquisition Companies: What You Should Know About "SPACs"
4:00 - 4:50 PM
The growing demand for structured finance products combined with a stagnating primary securities market has created a boom in SPACs. This panel explores the anatomy of SPACs including how they are structured, who the key players are, and how investors can gain access to deal flow.
MODERATOR: MITCHELL NUSSBAUM, Loeb & Loeb
PANELISTS: MISCHI a MARCA, Cooley Godward; DICK PRINS, Ferris, Baker Watts; MARK SALTER, Wedbush Morgan Securities
4:00 - 4:50 PM
The growing demand for structured finance products combined with a stagnating primary securities market has created a boom in SPACs. This panel explores the anatomy of SPACs including how they are structured, who the key players are, and how investors can gain access to deal flow.
MODERATOR: MITCHELL NUSSBAUM, Loeb & Loeb
PANELISTS: MISCHI a MARCA, Cooley Godward; DICK PRINS, Ferris, Baker Watts; MARK SALTER, Wedbush Morgan Securities
Closing Remarks
4:55 - 5:00 PM
SPEAKER: STEVEN DRESNER, The PIPEs Report
4:55 - 5:00 PM
SPEAKER: STEVEN DRESNER, The PIPEs Report
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