A. Organization and Good Standing - The Company's Articles of Incorporation, and all amendments
- The Company's Bylaws, and all amendments
- The Company's minute book, including all minutes and resolutions of shareholders and directors, executive committees, and other governing groups
- The Company's organizational chart
- The Company's list of shareholders and number of shares held by each
- Copies of agreements relating to options, voting trusts, warrants, puts, calls, subscriptions, and convertible securities
- A Certificate of Good Standing from the Secretary of State of the state where the Company is incorporated
- Copies of active status reports in the state of incorporation for the last three years
- A list of all states where the Company is authorized to do business and annual reports for the last three years
- A list of all states, provinces, or countries where the Company owns or leases property, maintains employees, or conducts business
- A list of all of the Company's assumed names and copies of registrations
B. Financial Information. - Audited financial statements for three years, together with Auditor's Reports
- The most recent unaudited statements, with comparable statements to the prior year
- Auditor's letters and replies for the past five years
- The Company's credit report, if available
- Any projections, capital budgets, and strategic plans
- Analyst reports, if available
- A schedule of all indebtedness and contingent liabilities
- A schedule of accounts receivable
- A schedule of accounts payable
- A description of depreciation and amortization methods and changes in accounting methods over the past five years
- Any analysis of fixed and variable expenses
- Any analysis of gross margins
- The Company's general ledger
- A description of the Company's internal control procedures
D. Physical Assets. - A schedule of fixed assets and their locations
- A schedule of sales and purchases of major capital equipment during the last three years
E. Real Estate. - A schedule of the Company's business locations
- Copies of all real estate leases, deeds, mortgages, title policies, surveys, zoning approvals, variances, or use permits
F. Intellectual Property. - A schedule of domestic and foreign patents and patent applications
- A schedule of trademark and trade names
- A description of important technical know-how
- A description of methods used to protect trade secrets and know-how
- Any "work for hire" agreements
- A schedule and copies of all consulting agreements, agreements regarding inventions, licenses, or assignments of intellectual property to or from the Company
- Any patent clearance documents
- A schedule and summary of any claims or threatened claims by or against the Company regarding intellectual property
G. Employees and Employee Benefits. - A list of employees including positions, current salaries, salaries, and bonuses paid during last three years, and years of service
- All employment, consulting, nondisclosure, nonsolicitation, or noncompetition agreements between the Company and any of its employees
- The Company's personnel handbook and a schedule of all employee benefits and holiday, vacation, and sick leave policies
- Summary plan descriptions of qualified and nonqualified retirement plans
- Copies of collective bargaining agreements, if any
- A description of all employee problems within the last three years, including alleged wrongful termination, harassment, and discrimination
- A description of any labor disputes, requests for arbitration, or grievance procedures currently pending or settled within the last three years
- A list and description of benefits of all employee health and welfare insurance policies or self-funded arrangements
- A description of worker's compensation claim history
- A description of unemployment insurance claims history
- Copies of all stock option and stock purchase plans and a schedule of grants
H. Licenses and Permits. - Copies of any governmental licenses, permits, or consents
- Any correspondence or documents relating to any proceedings of any regulatory agency
I. Environmental Issues. - Environmental audits, if any, for each property leased by the Company
- A listing of hazardous substances used in the Company's operations
- A description of the Company's disposal methods
- A list of environmental permits and licenses
- Copies of all correspondence, notices, and files related to EPA, state, or local regulatory agencies
- A list identifying and describing any environmental litigation or investigations
- A list identifying and describing any known Superfund exposure
- A list identifying and describing any contingent environmental liabilities or continuing indemnification obligations
J. Taxes. - Federal, state, local, and foreign income tax returns for the last three years
- States sales tax returns for the last three years
- Any audit and revenue agency reports
- Any tax settlement documents for the last three years
- Employment tax filings for three years
- Excise tax filings for three years
K. Material Contracts. - A schedule of all subsidiary, partnership, or joint venture relationships and obligations, with copies of all related agreements
- Copies of all contracts between the Company and any officers, directors, five-percent shareholders, or affiliates
- All loan agreements, bank financing arrangements, line of credit, or promissory notes to which the Company is a party
- All security agreements, mortgages, indentures, collateral pledges, and similar agreements, including guaranties to which the Company is a party, and any installment sale agreements
- Any distribution agreements, sales representative agreements, marketing agreements, and supply agreements
- Any letters of intent, contracts, and closing transcripts from any mergers, acquisitions, or divestitures within last five years
- Any options and stock purchase agreements involving interests in other companies
- The Company's standard quote, purchase order, invoice, and warranty forms
- All nondisclosure or noncompetition agreements to which the Company is a party
- All other material contracts
L. Product or Service Lines. - A list of all existing products or services and products or services under development
- Copies of all correspondence and reports related to any regulatory approvals or disapprovals of any Company's products or services
- A summary of all complaints or warranty claims
- A summary of results of all tests, evaluations, studies, surveys, and other data regarding existing products or services and products or services under development
M. Customer Information. - A schedule of the Company's twelve largest customers in terms of sales thereto and a description of sales thereto over a period of two years
- Any supply or service agreements
- A description or copy of the Company's purchasing policies
- A description or copy of the Company's credit policy
- A schedule of unfilled orders
- A list and explanation for any major customers lost over the last two years
- All surveys and market research reports relevant to the Company or its products or services
- The Company's current advertising programs, marketing plans, and budgets, and printed marketing materials
- A description of the Company's major competitors
N. Litigation. - A schedule of all pending litigation
- A description of any threatened litigation
- Copies of insurance policies possibly providing coverage as to pending or threatened litigation
- Documents relating to any injunctions, consent decrees, or settlements to which the Company is a party
- A list of unsatisfied judgments
O. Insurance Coverage. - A schedule and copies of the Company's general liability, personal and real property, product liability, errors and omissions, key-man, directors and officers, worker's compensation, and other insurance
- A schedule of the Company's insurance claims history for past three years
P. Professionals. - A schedule of all law firms, accounting firms, consulting firms, and similar professionals engaged by the Company during past five years
Q. Articles and Publicity. - Copies of all articles and press releases relating to the Company within the past three years
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