SANGUINE CORPORATION
Private Placement Offering of up to 10,000,000 Units
___________________________________________
Each Unit consisting of two shares of the Company's Common Stock and one
Redeemable Common Stock Purchase Warrant
QUALIFIED PURCHASER
QUESTIONNAIRE
SIGNATURE REQUIRED ON PAGE 22
CONFIDENTIAL QUALIFIED PURCHASER QUESTIONNAIRE
THIS QUESTIONNAIRE IS TO BE COMPLETED BY EACH PERSON WHO DESIRES TO
PURCHASE UNITS OF SANGUINE CORPORATION (THE "COMPANY"), IN CONNECTION WITH THE
PROPOSED PRIVATE PLACEMENT OF A MINIMUM OF 4,000,000 UNITS AND A MAXIMUM OF
10,000,000 UNITS (THE "OFFERING"). THIS MATERIAL DOES NOT CONSTITUTE AN OFFER
TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITIES. THIS OFFERING
WILL BE MADE SOLELY PURSUANT TO THE TERMS AND CONDITIONS OF THE CONFIDENTIAL
PRIVATE PLACEMENT MEMORANDUM DATED MAY 18, 2000 (THE "MEMORANDUM") AND THE
SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") WHICH CONTAIN MATERIAL
INFORMATION REQUIRED TO BE REVIEWED IN CONNECTION WITH ANY INVESTMENT
DECISION.
The Units of Sanguine Corporation, a company as described in the
Memorandum dated May 18, 2000, are being offered without registration under
the Securities Act of 1933, as amended (the "Act"), or the securities laws of
any state or any other jurisdiction, in reliance on the exemption contained in
Section 4(2) of the Act and Regulation D promulgated thereunder and on similar
exemptions under applicable state laws. Under Regulation D of the Act and/or
certain state laws, the Company is required to determine that an individual,
or an individual together with a "purchaser representative" or each individual
equity owner of an "investing entity" meets certain suitability requirements
before selling Units to such individual or entity. You understand that the
Company will rely upon the following information to determine whether you meet
such suitability requirements. THE COMPANY WILL NOT SELL UNITS TO ANY
INDIVIDUAL WHO HAS NOT FILLED OUT, AS THOROUGHLY AS POSSIBLE, A QUESTIONNAIRE.
IN THE CASE OF AN INVESTOR THAT IS A PARTNERSHIP, TRUST, CORPORATION OR OTHER
ENTITY, AN AUTHORIZED OFFICER, OR GENERAL PARTNER OR EACH EQUITY OWNER OR
BENEFICIARY, AS APPLICABLE, MUST COMPLETE A QUESTIONNAIRE.
This questionnaire is merely a request for information and does not constitute
an offer to sell or a solicitation of an offer to buy Units or any other
security of the Company. No sale will occur prior to the acceptance of any
subscription by the Company. Investors should also understand that they may
be required to furnish additional information to the Company.
INSTRUCTIONS
The Units are being offered by the Company. The purpose of this
Questionnaire is to determine whether you meet certain standards, because the
Units will not be registered under the Act and will be sold only to persons
who are "Accredited Investors," as that term is defined in Rule 501 (a) of
Regulation D, promulgated under the Act. The Units are referred to
collectively herein as the "Securities."
Your answers will be kept confidential. At all times, however, you hereby
agree that the Company may present this Questionnaire to such parties as it
deems appropriate in order to assure itself that the offer and the sale of
Units to you will not result in violations of federal or state securities laws
which are being relied upon by the Company in connection with the offer and
sale thereof and as otherwise required by law or any regulatory authority.
Please type or clearly print your answers, and state "none or "not
applicable" when appropriate. Please complete Section A and each other section
you are requested to complete in Question A3. If there is insufficient space
for any of your answers, please attach additional pages. If the Units are to
be owned by more than one individual or by a corporation or
partnership, you may need extra copies of this Questionnaire. You may use
photocopies or request extra copies from the Company.
A completed, signed and dated Questionnaire should be delivered to Mr.
Roger Bendelac at Laidlaw Global Securities, Inc., 100 Park Avenue, New York,
New York 10017. Please contact your lawyer, accountant or the Company
(telephone 626-405-0079 Attn: Dr. Thomas Drees, CEO) with any questions.
SECTION A: SUBSCRIBER INFORMATION
A1. Name(s) of Subscriber(s): ___________________________________
___________________________________
___________________________________
A2. Principal Amount of Units
Subscribed for: $_____________
(Minimum Subscription
is $250,000)
A3. Manner of Ownership of Securities.
_____ One Individual Please complete Section A, B and C.
_____ Husband and Wife
Tenants by the Entirety Please have one spouse complete Sections A,
B and C. Please have both spouses complete
Section C.
_____ Tenants in Common Please have each individual separately
complete Sections A, B and C.
_____ Joint Tenants with Right Please have each individual separately
complete Sections
Right of Survivorship A, B and C.
Two or more Individuals
(but not husband and wife)
_____ Corporate Ownership Please complete Section A, B, D and, if
applicable, E and F for the corporation. If
the corporation does not qualify as an
"accredited investor" on its own, please have
each person who owns an equity interest in
the corporation separately complete Sections
B and, if applicable, C, D, E and F.
_____ Partnership Ownership Please complete Sections A, B and D, and have
each general partner and limited partner
separately complete Sections B, C, D, E
and F, if applicable.
_____ Trust Ownership Please complete Sections A, B and F, if
applicable, and have each beneficiary and
trustee of the trust separately complete
Sections B, C, D, E and F, if
applicable.
NASD Affiliation. Please state whether you or any of your associates or
affiliates (which includes your spouse, in-laws and children or parents): (i)
are a member or a person associated (including as an employee, officer,
director, partner) with a member of the National Association of Securities
Dealers, Inc. (the "NASD"), (ii) are an owner of stock or other securities of
an NASD member, (iii) has made a subordinated loan to any NASD member, or (iv)
or a relative or member of the same household of any person meeting the
description set forth in clauses (i) through (iii) above.
_______ _______
Yes No
If you marked yes above, please briefly describe the NASD relationship below:
SECTION B: ACCREDITED INVESTOR STATUS
B1. Please check one or more of the following definitions of "accredited
investor," if any, which applies to you. If none of the following
applies to you, please leave a blank.
_____ (a) A Bank as defined in Section 3 (a) (2) of the Act, or any savings
and loan association or other institution as defined in
Section 3 (a) (5) (A) of the Act whether acting in its individual
or fiduciary capacity;
_____ (b) Any broker or dealer registered pursuant to Section 15 of the
Securities Exchange Act of 1934 (the "Exchange Act");
______ (c) An insurance company as defined in Section 2(13) of the Act;
______ (d) Investment company registered under the Investment Company Act of
1940 or a business development company as defined in Section
2(a)(48) of that act;
______ (e) Small Business Investment Company licensed by the U.S. Small
Business Administration under Section 301(c) or (d) of the Small
Business Investment Act of 1958;
______ (f) Plan established and maintained by a state, or its political
subdivisions, or any agency or instrumentality of a state or its
political subdivisions for the benefit of its employees, if such
plan has total assets in excess of $5,000,000;
______ (g) Any employee benefit plan within the meaning of Title I of the
Employee Retirement Income Security Act of 1974, as amended, if
the investment decision is made by a plan fiduciary, as defined
in Section 3(21) of such Act, which is either a bank, savings and
loan association, insurance company, or registered investment
advisor; or if the employee benefit plan has total assets in
excess of $5,000,000 or, if a self-directed plan, with investment
decisions made solely by persons that are Accredited Investors.
______ (h) A Private Business Development Company as defined in Section
202(a)(22) of the Investment Advisers Act of 1940.
______ (i) An organization described in Section 501(c) (3) of the Internal
Revenue Code, Massachusetts or similar business trust, or
partnership, not formed for the specific purpose of acquiring the
securities offered, with total assets in excess of $5,000,000.
______ (j) A natural person whose individual net worth,* or joint net worth
with that person's spouse, at the time of purchase exceeds
$1,000,000.
______ (k) A natural person who had an individual income** in excess of
$200,000 in each of the two most recent years or joint income
with that person's spouse in excess of $300,000 in each of those
years and has a reasonable expectation of reaching the same
income level in the current year.
______ (l) A trust, with total assets in excess of $5,000,000, not
formed for the specific purpose of acquiring the Shares, whose
purchase is directed by a sophisticated person as described in
Rule 506(b)(2) (ii) of Regulation D.
______ (m) Any entity in which all of the equity owners are Accredited
Investors.
* For purposes hereof net worth shall be deemed to include ALL of your
assets, liquid or illiquid (including such items as home, furnishings,
automobile and restricted securities) MINUS any liabilities (including such
items as home mortgages and other debts and liabilities).
** For purposes hereof the term "income" is not limited to "adjusted gross
income" as that term is defined for federal income tax purposes, but rather
includes certain items of income which are deducted in computing "adjusted
gross income." For investors who are salaried employees, the gross salary
of such investor, minus any significant expenses personally incurred by
such investor in connection with earning the salary, plus any income from
any other source including unearned income, is a fair measure of "income"
for purposes hereof. For investors who are self-employed, "income" is
generally construed to mean total revenues received during the calendar
year minus significant expenses incurred in connection with earning such
revenues.
SECTION C: INDIVIDUAL INFORMATION
C1. General Information
Name:_______________________________________________________
Age:_______________ Social Security Number:_____________________
Marital Status:__________ Spouse's Name:_________________________
If the Securities are to be owned by two or more individuals (not husband and
wife), are you related to any other co-owner(s)?
_______ _______
Yes No
If Yes, please explain the relationship(s):
C2. Principal Residence
Address: ________________________________________________
Number Street
City State Zip Code
Mailing Address (if other than Principal Residence above):
________________________________________________
Number Street
City State Zip Code
Telephone Number: ( )
Facsimile Number: ( )
C3. Current Employment or Business Activity:
Company Name:_____________________________________________
Address:____________________________________________________
Number Street
City State Zip Code
Telephone Number: ( )
Principal Business:________________________________________
Position and Title: ________________________________________
Description of Duties and Responsibilities
Length of Time in Present Position:__________________________
Is the company publicly owned?: Yes_______ No_______
C4. Education: Please describe your business or professional education or
training, listing any schools you have attended and degrees you have
received.
Degrees
Dates School Major (if any)
C5. Prior Employment or Business Activity: Please describe your prior
employment or principal business activities during the last five
years, providing all information requested below.
Description of
Company Name Principal Position Duties and
Dates address of Business & Title Responsibilities
C6. Net worth, inclusive of the net worth of your spouse and the value of
your principal residence, furnishings therein and personal automobile
and other assets (IT IS IMPORTANT THAT YOU CHECK THE HIGHEST
APPLICABLE AMOUNT)exclusive of any liabilities:
( ) below $249,999
( ) $250,000 to $349,999 ( ) $350,000 to $699,999
( ) $700,000 to $799,999 ( ) $800,000 to $1,000,000
( ) $1,000,000 to $1,249,999 ( ) over $1,250,000
C7. Net worth: Your net worth, inclusive of the net worth of your spouse
and excluding the value of your principal residence, furnishings
therein and personal automobiles and exclusive of any liabilities:
( ) below $249,999
( ) $250,000 to $349,999 ( ) $350,000 to $699,999
( ) $700,000 to $799,999 ( ) $800,000 to $1,000,000
( ) $1,000,000 to $1,249,999 ( ) over $1,250,000
C8. Indicate (a) your individual income from all sources for the calendar
years 1998 and 1999 and estimated income for 2000 or (b) your joint
income with your spouse from all sources for the calendar years 1998
and 1999 and estimated income for 2000 (it is important that you check
the highest applicable amount):
(a) individual income:
$200,000 $300,000 $400,000 $500,000
to to to and
$299,000 $399,000 $499,000 over
1998 ________ ________ ________ _________
1999 ________ ________ ________ _________
2000 ________ ________ ________ _________
(b) joint income:
$200,000 $300,000 $400,000 $500,000
to to to and
$299,000 $399,000 $499,000 over
1998 _______ ________ ________ ________
1999 _______ ________ ________ ________
2000 _______ ________ ________ ________
C9. (a) Was some portion of your income during your last taxable year
taxed at the highest rate for federal income tax purposes?
_______ _______ ___________________
Yes No Foreign Citizen
(b) Do you anticipate that some portion of your income during your current
taxable year will be taxed at the highest rate for federal income tax
purposes?
_______ _______ ___________________
Yes No Foreign Citizen
C10. Investment experience:
(a) The frequency with which you invest in marketable securities is:
( ) often ( ) occasionally ( ) never
(b) The frequency with which you invest in unmarketable securities (such
as private placement offerings) is:
( ) often ( ) occasionally ( ) never
(c) Have you previously participated in private placement offerings in the
last 5 years?
_______ _______
Yes No
(d) If you answered "yes" to (c) above state the private placements in
which you participated in the last 5 years.
Amount Name of
Year Invested Entity
19_____ $________
19_____ $________
19_____ $________
C11. Have you ever filed for or been involved in personal bankruptcy or
similar proceedings?
_______ _______
Yes No
C12. (a) Do you have sufficient knowledge and experience in financial and
business matters as to be capable of evaluating the merits and
risks associated with investing in the Company?
_______ _______
Yes No
ANSWER QUESTION C12B ONLY IF THE ANSWER TO QUESTION 12A WAS "NO."
(b) If the answer to Question C12(a) was "NO," do you have a financial or
investment adviser (a) that is acting in the capacity as a
purchaser representative and (b)who has sufficient knowledge and
experience in financial and business matters so as to be capable of
evaluating the merits and risks associated with investing in the
Company?
Yes No
If you have a financial or investment adviser(s), please identify each
such person and indicate HIS OR HER business address and telephone
number in the space below. (Each such person must complete, and you
must review and acknowledge, a separate Purchaser Representative
Questionnaire which will be supplied at your request).
(c) Have you been afforded an opportunity to investigate the Company and
review relevant factors and documents pertaining to the officers,
directors and the Company and its business and to ask questions of a
qualified representative of the Company regarding this investment and
the properties, operations, and methods of doing business of the
Company?
Yes No
(d) Do you understand the nature of an investment in the Company and the
risk associated with such an investment?
Yes No
(e) Do you understand that there is no guarantee of any financial return
on this investment.
Yes No
(f) Do you understand that this investment is not liquid?
Yes No
(g) Do you have adequate means of providing for your current needs and
personal contingencies in view of the fact that this is not a liquid
investment?
Yes No
(h) Are you aware of the Company's business affairs and financial
condition, and have you acquired all such information about the
Company as you deem necessary and appropriate to enable you to reach
an informed and knowledgeable decision to acquire Units?
Yes No
(i) Do you have a "pre-existing relationship" with the company or any of
its officers, directors or controlling person?
Yes No
(For purposes hereof, "Pre-existing relationship" means any
relationship consisting of person or business contacts of a nature and
duration such as would enable a reasonable prudent investor to be
aware of the character, business acumen, and general business and
financial circumstances of the person with whom such relations
exists.)
If so, please name the individual or other person with whom you have a
pre-existing relationship and describe the relationship:
SECTION D: CORPORATE OFFEREES OR PARTNERSHIP OFFEREES
Dl. General Information
Legal name of Corporation or Partnership
Fictitious name (d/b/a):
State of Incorporation:_______________________________________________
Date of Incorporation:_______________________________________________
If Partnership, type: ______ General ______ Limited
Federal I.D. Number:_______________________________________________
Fiscal Year Ends:__________________________________________________
Number of Equity Owners:__________________________________________
Name and Title of Authorized Person Executing Questionnaire:
D2. Business Address:__________________________________________________
If Partnership, type: ______ General ______ Limited
Mailing Address (if different):
Telephone Number: ( ) Facsimile Number: ( )
D3. Name of Primary Bank:_____________________________________________
Address:_________________________________________________________
Telephone Number: ( )
Account Type and Number:_____________________________________
Person Familiar with your Account:______________________________
Was the corporation or partnership formed for the specific purpose of
purchasing securities?
Yes No
Check if applicable to the corporation:
Subchapter S________ Professional________
D4. The undersigned represents and warrants as follows:
(a) The corporation or partnership, as the case may be, has been duly
organized (if a partnership) is validly existing as a corporation
or partnership in good standing under the laws of the
jurisdiction of its incorporation or formation with full power
and authority to enter into the transactions contemplated by the
Subscription Agreement;
(b) (i) The officers or partners of the undersigned who, on
behalf of the undersigned, have considered the purchase of the
Securities and the advisers, if any, of the corporation or the
partnership, as the case may be, in connection with such
consideration are named below in this Questionnaire, and such
officers and advisors or partners, if any, were duly authorized
to act for the corporation or the partnership in reviewing
such investment;
(ii) The names and positions of the officers or partners, of
the undersigned who, on its behalf, have reviewed the purchase of
the Securities are as follows:
(iii) In evaluating the merits and risks of the purchase of
the Securities, the corporation or the partnership, as the
case may be, intends to rely upon the advice of, or will consult
with, the following persons:
(c) The officers of the corporation (if not Accredited Investors) or
the partners of the partnership who, on its behalf, have
considered the purchase of the Securities and the advisors, if
any, of the corporation or the partnership who, in
connection with such consideration, together have such knowledge
and experience in financial and business matters that such
offering(s), partner(s) and such advisor(s), if any, together are
capable of evaluating the merits and risks of the purchase of
Securities and of making an informed investment decision;
(d) Together with any corporation or group of corporations with which
it files a consolidated federal income tax return, the
undersigned has reserves and/or net worth adequate to permit it
to satisfy any tax or other liabilities arising from its personal
liability with respect to the investment and the operation
thereof;
(e) The total assets of the corporation or the partnership are in
excess of $_______________
(f) The corporation or the partnership has had, during each of the
past two years, gross income from all sources of at least
$_______________ and $___________________ respectively;
(g) The undersigned expects the corporation or the partnership
to have during the current and the next tax year, gross income
from all sources of at least $______ and
(h) The undersigned knows of no pending or threatened litigation the
outcome of which could adversely affect the answer to any
question hereunder;
(i) Indicate the following if a partnership subscriber:
3. The date the partnership was formed and state of formation:
(2) The names of each partner in the partnership:
SECTION E: TRUST OFFEREES
E1. General Information
Legal Name:
State of Formation:
Date of Formation:
Federal I.D. Number: Fiscal Year Ends:
Number of Beneficiaries:
Principal Purpose:
Was the trust formed for the specific purpose of purchasing Shares?
______ ______
Yes No
E2. Business Address:
Telephone Number: ( )
Facsimile Number: ( )
Mailing Address:
E3. Authorization: If the trust was established in connection with a
deferred compensation plan, please attach a copy
of the trust's organizational documents and a
properly certified copy of the resolutions adopted
by the trust's board of directors authorizing the
trust to purchase Shares and authorizing the
trustee named below to execute on behalf of the
trust all relevant documents necessary to
subscribe for and purchase Shares. In all
cases, please attach a properly certified copy of
the resolutions adopted by the trustees of
the trust authorizing the trust to purchase
Shares and authorizing the trustee named below to
execute on behalf of the trust all relevant
documents necessary to subscribe for an purchase
Shares.
Name of Trustee Authorized and Executing Questionnaire:
E4. Name of Primary Bank:
Address:
Telephone Number: ( )
Facsimile Number: ( )
Account Type and Number:
Person Familiar with your Account:
SECTION F: QUALIFIED PENSION PLAN ("PLAN") OFFEREES
F1. Please check one:
____________ a. The Plan requires the investment of each beneficiary or
participant to be held in a segregated account and the Plan
allows each beneficiary or participant to make his own
investment decisions and, the decision to purchase the
Note(s) has been made by the beneficiary or the participant
and such beneficiary or participant is an Accredited
Investor (Please have each such beneficiary or participant
execute a separate Questionnaire).
OR
____________ b. The investment decisions made for the Plan are made by a
plan fiduciary, whether a bank, an insurance company, or a
registered investment advisor.
OR
____________ c. The Plan has total assets exceeding $5,000,000.
F2. General Information
Legal Name:______________________________________________________
State of Formation:_________________________________________________
Date of Formation:_________________________________________________
Federal I.D. Number:______________ Fiscal Year Ends:__________________
Number of Beneficiaries:_____________________________________________
Principal Purpose:__________________________________________________
F3. Business Address:__________________________________________________
Telephone Number: (____) ________________
Facsimile Number: (____) _________________
Mailing Address:__________________________________________________
F4. Authorization: If the investment decision is being made by a
beneficiary or participant of a Plan, please
attach applicable trust documents which permit
each beneficiary or participant to make his own
investment decisions. In all other cases,
please attach a properly certified copy of the
resolutions adopted by the trustees of the Plan
trust authorizing the Plan to purchase Shares
and authorizing the fiduciary named below to
execute on behalf of the Plan all relevant
documents necessary to subscribe for and
purchase Shares.
Name of Trustee Authorized and Executing Questionnaire:
____________________________________________________________
F5. Name of Primary Bank:________________________________________
Address:____________________________________________________
Telephone Number: (____) _______________
Account Type and Number:___________________________________
Person Familiar with your Account:_____________________________
REPRESENTATIONS AND WARRANTIES BY ALL INVESTORS
By signing this Questionnaire, the undersigned hereby confirms the
following statements:
(a) I have read the Memorandum and Subscription Agreement and other
accompanying documents of the Company.
(b) I am aware that the offering of Units involves securities for which no
market exists, thereby requiring any investment to be maintained for an
indefinite period of time.
(c) I acknowledge that any delivery to me of the Memorandum relating to
the Units prior to the determination by the Company of my suitability as an
investor shall not constitute an offer of Units until such determination of
suitability shall be made, and I agree that I shall promptly return the
Memorandum and the other Offering Documents (as defined in the Subscription
Agreement) to the Company upon request.
(d) My answers to the foregoing questions are true and complete to the
best of my information and belief and I will promptly notify the Company of
any changes in the information I have provided.
(e) I also understand and agree that, although the Company and the
Placement Agent will use their respective best efforts to keep the information
provided in answers to this Questionnaire strictly confidential, the Company
and the Placement Agent or their respective counsel may present this
Questionnaire and the information provided in answer to it to such parties as
they may deem advisable if called upon to establish the availability under any
federal or state securities laws of an exemption from registration of the
private placement or if the contents thereof are relevant to any issue in any
action, suit or proceeding to which the Company, the Placement Agent or their
respective affiliates is a party, or by which they are or may be bound or as
otherwise required by law or regulatory authority.
(f) I realize that this Questionnaire does not constitute an offer to sell
or a solicitation of an offer to buy Units or any other security of the
Company but is merely a request for information.
(g) I understand that the Units are being offered without registration
under the Securities Act in reliance upon the private offering exemption
contained therein, and that such reliance is based in part on the information
herein supplied. For the foregoing reasons and to induce the Company to issue
and deliver the Securities to me, I represent and warrant that the information
stated herein is true, accurate and complete, and I agree to notify and supply
corrective information promptly to the Company as provided above if any of
such information becomes inaccurate or incomplete.
(h) The individual signing below on behalf of any entity hereby warrants
and represents that he/she is authorized to execute this questionnaire on
behalf of such entity.
(i) The undersigned is able to bear the economic risk of the investment
and can afford a complete loss of such investment
Dated: ____________, 2000 FOR INDIVIDUALS:
(including Purchaser Representative)
(Print Name)
(Signature)
Dated: ___________, 2000
FOR INDIVIDUALS:
(including Purchaser Representative)
(Print Name)
(Signature)
Dated: ___________, 2000
FOR CORPORATIONS:
Name of Company
Executive Officer of Company
Signature of Officer
Dated: _____________ , 2000 FOR PARTNERSHIPS:
Name of Partnership
Name of Authorized Partner
Signature of Authorized Partner
Dated: ______________, 2000
FOR TRUSTS:
Name of Trust
Name of Authorized Trustee
Signature of Authorized Trustee