UICI's Private Placement Memorandum

By: George M. Sistrunk

National Sales Director & Accommodating Director

In case you did not know it, UICI™'s (hereafter also called Unity)Capital Stock is exempt from registration with the Security and Exchange Commission (hereafter also called the SEC). Since Unity can prove it was and still is exempt from filing with the SEC, UICI™ must give any new General Partner and/or an Affiliate a Private Placement Memorandum. Normally, under the federal securities laws, a company may not offer or sell securities unless the offering has been registered with the SEC or are exempt from registration with the SEC.

What is UICI™'s

Private Placement Memorandum?

UICI™'s Private Placement Memoranda are not subject to some of the laws and regulations that govern registered offers. However, UICI™'s Private Placement Memorandum met and still meets all the comprehensive disclosure requirements that apply to registered offerings. At no time in the past and at no time in the present or future will anyone be told he/she will be given an exclusive opportunity. At no time did Unity advertise in any newspaper, broadcast on TV or in any other electronic media and/or medium. At no time did Unity offer any common stock, limited partnership interests, a membership interest in a limited liability company, or an investment product such as a note or bond. {Click here to learn why Private a Placement Memorandum is used to raise capital.}

There were no capitalized legends in or on Unity’s Private Placement Memoranduma in the past and none will be placed on UICI™'s in the present or future. No certificates were or will be attached to them and no other instrument/s were or will be attached that represents a security. UICI™'s documents will clearly state in plain language that its stock is not registered with the SEC and will not be registered with the SEC because UICI™'s stock cannot be offered or sold to people that are not qualified to buy them at $500.00 a share. Roughly 99% of the African American population living in America in 1996 and in 2015 do not, cannot and will not meet the $200,000.00 a year income requirement for an accredited investor pursuant to SEC regulations and rules. {Click here to review a sample Memorandum.}

Therefore, UICI™'s Private Placement Memorandum can be defined as a document that introduces Unity's asset acquisition programs and discloses this information; as well as, information about any security/ies being offered to accredited investors and only accredited investors. In 1996 and in 2015, faced with the economic reality of capitalizing in the African American community, Unity will once again rely on Regulation D. Regulation D has three (3) Rules, that allow Unity to capitalize its asset acquisition programs and projects. These rules are 504, 505 and 506. UICI™ will operate under and in complete compliance with these rules. Under these rules, Unity is referred to as the issuer. {Click here for the Black population distribution in South Carolina}

What is Regulation D?

Rule 504 allows Unity to offer and sell up to $1 million of securities in any 12-month period. This is the Rule under which Unity offers its 1244 Stock to General Partners that will be permanent Original Founders of Unity Incorporated. In 1996, Unity’s 1244 Stock can be sold to any person that can afford the $500.00 General Partner Fee, the $100.00 Administration Fee and the $50.00 Processing Fee. In 2015, Unity can no longer offer 1244 stock.

However, Unity's Participation Fees are still affordable. The GP participation fee is still $500.00, while administration and processing are only $300.00 - $200.00 and $100.00, respectively. These affordable requirements will allow any person to participate in Unity’s acquisition programs. Unity is not subject to specific disclosure requirements because Unity’s 1244 Stock has restrictions. In addition to a natural person, a person can also be an entity created by law; i.e., corporations, associations, limited liability partnerships, etc.

Under Rule 505, Unity can offer and sell up to $5 million of its Capital Stock in any 12-month period. However, there are limits on the type of individual that can purchase Unity’s Capital Stock. Also under Rule 505, Unity can sell to an unlimited number of accredited investors (individuals earning $200,000.00 a year or more) and to no more than 35 non-accredited investors.

If Unity sells its Capital Stock to non-accredited investors, Unity must disclose information about the corporation, including its financial statements. If sales are made to only accredited investors, it is left up to Unity to decide what it will or will not disclose to investors in its Private Placement Memorandum. However, at Unity, it does not matter, whether an individual is accredited or not accredited. Everyone that is approached by Unity will receive the necessary information so that he/she can make an intelligent decision.

Under Rule 506, Unity can raise an unlimited amount of money by relying on one of two Rule 506 exemptions. Like Rule 505, Unity can sell to an unlimited number of accredited investors, but to no more than 35 non-accredited investors. However, unlike Rule 505, the non-accredited investors must be financially sophisticated or, in other words, have sufficient knowledge and experience in financial and business matters to evaluate Unity’s acquisition programs. This sophistication requirement can be satisfied by an investor that has or uses a purchaser representative.

What is Form D?

All corporations relying on a Regulation D exemption are required to file a document called a Form D no later than 15 days after they first sell the securities in the offering. The Form D included information about Unity, its management, promoters, and information about the offering itself. Since Unity has not been active for over 18 years, its Form D might not be available on the SEC’s website at the following location. However, feel free to research it for yourself. {Click here for additional information about Private Placement Memoranda.}