The Company$’$s authorized capital stock consists of $10,000,000$ shares of voting Common Stock.

As of the date of this Prospectus, there are $10$ holders of record of the Common Stock.

Under the terms of one of the Company$’$s loan agreements, the Company may not pay cash dividends

on Common Stock except from net profits without the written consent of the lender.

Underwriting

Subject to the terms and conditions set forth in the Underwriting Agreement, the Company has

agreed to sell to each of the Underwriters named below, and each of the Underwriters, for whom

Klein Merrick Inc. are acting as Representatives, has severally agreed to purchase from the Company,

the number of shares set forth opposite its name below.

Underwriters

Number of Shares

to Be Purchased

Klein Merrick Inc. $300,000$

Goldman Stanley $300,000$

Medici Bank $100,000$

Canary Wharf Securities $100,000$

Bank of New England $100,000$

In the Underwriting Agreement, the several Underwriters have agreed, subject to the terms and

conditions set forth therein, to purchase all shares offered hereby if any such shares are purchased.

In the event of a default by any Underwriter, the Underwriting Agreement provides that, in certain

circumstances, purchase commitments of the non defaulting Underwriters may be increased or the

Underwriting Agreement may be terminated.

There is no public market for the Common Stock. The price to the public for the Common Stock

was determined by negotiation between the Company and the Underwriters and was based on$,$

among other things, the Company$’$s financial and operating history and condition, its prospects

and the prospects for its industry in general, the management of the Company, and the market

prices of securities for companies in businesses similar to that of the Company.

Legal Matters

The validity of the shares of Common Stock offered by the Prospectus is being passed on for the

Company by Dodson and Fogg and for the Underwriters by Kenge and Carboy.

Experts

The consolidated financial statements of the Company have been so included in reliance on the

reports of Hooper Firebrand, independent

 

A. If there is unexpectedly heavy demand for the issue, how many extra shares can the underwriters buy? B. How many shares are to be sold in the primary offering? How many will be sold in the secondary offering? C. One day post-IPO, Marvin shares traded at $105. What was the degree of underpricing? How does that compare with the average degree of underpricing for IPOs in the United States? D. There are three kinds of cost to Marvin's new issue-underwriting expense, administrative costs, and underpricing. What was the total dollar cost of the Marvin issue?