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INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Part I
A. MANAGEMENT CONSULTING
B. IR INFRASTRUCTURE
D. CORPORATE COMMUNICATIONS
E. INTERNET ACTIVITIES
Thank you for inviting the MKR Group to submit a proposal to serve as your investor relations partner.
Creating communications that effectively differentiate your Company’s unique operating characteristics,
strategies and financial performance will play a critical role in maximizing valuation, reputation and brand
awareness with all audiences, including shareholders, the investment community, media, strategic partners,
customers and employees.
Based on our working knowledge and expertise in the representation of micro-cap and small-cap
companies, we have created a program focused on delivering tangible results.
CREDIBILITY
A consistent, proactive and broad-based MKR Group effort can solidify the long term credibility of a
company. Credibility is of particular importance to micro-cap and small-cap public companies as they
embark on an expanded investor awareness program.
MANAGEMENT’S RESPONSIBILITY
With the numerous investment alternatives that are currently available to institutional and retail investors, a
direct and concentrated effort must be undertaken to keep the attention of the entire financial community.
The MKR Group will assist management by maintaining a proactive investor relations outreach effort and
by keeping an open line of communication with the investment community. This effort is very difficult to
manage effectively in house due to the ever increasing constraints on management’s time.
• To develop an effective, comprehensive and proactive investor relations and corporate communications
program that utilizes resources as efficiently as possible.
• To counsel management on material disclosure, corporate governance and Reg FD issues. While your
attorneys will provide their perspective, we will offer guidance regarding likely investor reaction as
well as a review of the peer group’s policies.
• To contribute to the long term maintenance and growth of a quality market valuation for your
Company through research coverage and expanded institutional and retail ownership.
• To provide a continual source of feedback regarding investors’ perceptions of your Company and its
strategic initiatives.
• To assist management in creating and maintaining an open dialogue with the investment community
while not compromising your main priority of running the business.
• To support investor relations positioning and corporate development efforts with an outreach program
that generates coverage in the national and regional financial media and key trade publications.
Methods of Implementation
III. Methods of Implementation
THE MKR ACTIVITIES FALL INTO THE FOLLOWING FIVE GENERAL AREAS:
A. MANAGEMENT CONSULTING
B. IR INFRASTRUCTURE
C. FINANCIAL COMMUNITY TARGETING & MARKETING
D. CORPORATE COMMUNICATIONS
E. INTERNET ACTIVITIES
A. MANAGEMENT CONSULTING
Going forward, the Company will face important IR issues throughout the year that will need to be evaluated
in the context of your various audiences. We are highly confident that our team’s experience will provide an
important perspective to your management team. We expect that our advisory work for the Company will
involve corporate communications related issues such as:
In addition, we are on call 24-7 to address any issue that may arise.
B. IR INFRASTRUCTURE
In today’s stock market environment, investors expect a prompt response to their inquiries. Failure to respond
within 24 hours can result in lost interest, eliminated positions or fodder for chat rooms. MKR can help pro-
vide a “standard of excellence” with IR Infrastructure as follows:
• Fax & E-mail lists: MKR will review the existing company blast fax and e-mail database and bring
these lists up to date. We will also work with the Company to establish new lists focused on micro-cap
buy-side and sell-side targets, as well as a select list of financial media.
• Investor Kits: While you rarely receive requests for printed investor materials, we will need to have a
new investor kit for meetings with the buy-side and sell-side, financial media and conference appearances.
We will develop a new corporate profile/fact sheet and make recommendations on the remainder of the
kit’s contents. We will also assist the Company with the development of an electronic investor kit,
which should be available on the Company’s website.
• Website: We will work with you to update the investor relations component of your website. In
addition, MKR Group professionals will conduct a review of the IR portion of the Company’s website
each month. We can write or coordinate the production of special information pieces for the IR web
page as needed.
Methods of Implementation
• Vendor Relationship Management: We will work with you to maximize the benefits received from
all investor relations services vendors, and recommend that MKR Group set up all conference
calls, webcasts and press releases and manage associated vendor relationships.
• Best Practices: On an ongoing basis, we will review best practices of your peer group and the overall
industry and make recommendations as appropriate concerning the Company’s IR infrastructure.
• Financial Community Positioning/Presentation: MKR will review and revise the current corporate
presentation once we determine the most compelling investment thesis for your Company.
• Group and One-on-One Buy-side Presentations: Based on our previously described one-on-one
efforts, we expect to build a steady stream of new interest in the Company and will work with
management to capitalize on this interest. Additionally, we will build a continuously evolving
institutional holder target list for the Company and target these institutions for potential one-on-one
meetings with management. After MKR Group has arranged meetings, we will follow up to determine
actions to be taken and any issues that need to be addressed to convert the interest into ownership.
While we envision devoting several days to this effort in New York, Boston, Los Angeles and San
Francisco, we also want to work with your travel schedule to take advantage of any free time you may
have on your prearranged business trips.
• Investor Conferences: We will identify potential conferences that might be open to a presentation by
your Company, and we will pursue invitations.
• Sell-side Analyst Relations: Our team will develop and continually evolve a target list of sell-side
analysts that will become the focus of our sell-side analyst relations effort. We will arrange for
management to personally interface with pre-qualified sell-side targets at least once every three
months. We will also market corporate developments and media coverage to this target list.
• Retail: We will consider strategies to maximize the retail market’s interest in your Company, including
financial advertising, participating in retail oriented conferences and presentations to local broker
groups.
As mentioned previously in this program, a key driver for all financial community marketing will be our
proactive relationship building efforts where the MKR team members regularly meet with portfolio
managers, analysts and investment bankers to determine their interests and investment parameters, and then
bring them stories that meet their needs. The execution of this program is a major factor behind our ability to
convert initial interest in a company into tangible results.
Methods of Implementation
D. CORPORATE COMMUNICATIONS
It is essential to the success of an investor relations program that all communication be treated as a
“branding” effort. This means that all communications should convey key messages that we determine
management should focus on when communicating with Wall Street, strategic partners, media, etc.
Additionally, it is essential that all communications issued by the Company consider the impact on all
stakeholders during the strategic planning and drafting process.
• Press Releases: If it is Company practice to generate most news releases internally, MKR will
provide the Company with input and editing suggestions from an investor perspective. MKR will also
manage the press release distribution process. MKR can also assist in the generation of press release
drafts on behalf of the Company, if the Company so chooses. We particularly suggest using our
services to draft any financial releases, such as quarterly earnings announcements.
• Conference Calls: MKR Group will manage your Company’s earnings conference calls from start to
finish. We will also work with senior management to determine the appropriate structure of the calls,
including timing, screening, vendor and format. We will manage the distribution of the invitation,
follow up with key opinion leaders to encourage their participation and arrange for Webcasting of the
event. MKR will prepare your conference call script drafts, provide advance input and review later
drafts. In addition, we will develop potential Q&A for management’s consideration. Finally, we will
make sure the event is on your website both live and archived, and we will conduct a post-call review
with key participants.
• Fact Sheet: During the quiet period, we would recommend that MKR Group draft a one-page fact
sheet that would be used as part of a hard copy information kit and on the IR portion of your website.
We will work with management to determine the other key components of the information kit, such
as recent releases, articles, etc.
• Annual Report: We will advise in the development of the annual report’s theme and content, provide
graphic designer and production vendor recommendations, oversee the selected vendor to ensure suc-
cessful project completion from a timing, quality and budget perspective, and make sure the report is
appropriately converted for the website. In addition, we recommend that we draft the shareholders’
letter and work with your internal resources on any narrative that accompanies the letter.
• Research & Analysis: An important part of any investor relations effort is to know the developments
of your peers and their potential impact on your Company. We will monitor your stock activity, as
well as that of the peer group, and we will poll the Street to determine current attitudes towards your
Company on a regular basis. Furthermore, we will monitor the major news services, websites and
chat rooms to get market intelligence and to track rumors. Appropriate action would be recommended
based on our findings.
• To create a web location where your Company’s investors, employees and potential investors have
timely, comprehensive, easily accessible investor information;
• To ensure that all investor information is the latest and most up to date material available;
• To present the information to the investor as a “live document” that will give a sense of immediacy to
a company’s Wall Street story and focus the investor’s attention on the elements of the story that we
want to emphasize; and
• To market and position the website with a focus on drawing a new high-level investor.
Some of the elements that are included in an MKR investor relations website are:
• Press Releases
• Daily Stock Status
• Quarterly Earnings Reports
• Annual Report
• Analyst Coverage and Contact Information
• Company Contact Information
• Corporate Profile
• Media Coverage Archive
• News (Recent Releases and Events)
• SEC Filings (EDGAR Search)
TMWD • Request Form (For Client Subscription-
Email/Fax Sign-up)
web site
• Equation Information
• Presentations
• Conference Calls/Events
• CEO Forum
• FAQs
TMWD
MKR IR web site
For an additional fee, MKR can also provide real-time financial information.
MKR will construct the investor relations website to seamlessly match the functionality and design of your
Company’s main website, while still creating, maintaining and updating the IR site using MKR resources.
To view more examples of an MKR investor relations website, please visit our site at:
www.mkr-group.com/clients.html
Getting Started
IV. Getting Started
Prior to forming MKR, Charles was employed by the investment bank of C.E. Unterberg Towbin, where he was
part of the firm's institutional sales force. Prior to Unterberg, Charles worked for the investor relations firm,
Morgen-Walke Associates, Inc. While at Morgen-Walke he worked with over 50 accounts in many different
industries, often specializing in the representation of telecommunications-related organizations. Charles also ran
the West Coast Marketing program of Morgen-Walke, assisting companies ranging in size from $10 million to $8
billion in market capitalization with setting up buy-side roadshows. Charles holds a BA degree in Economics
from Iowa State University.
Prior to co-founding the MKR Group, Todd acted as a Business Litigation Associate specializing in the represen-
tation of financial institutions, including complex commercial litigation and insolvency issues. Todd is an active
member of the California State Bar.
Prior to practicing law, Todd worked in the San Francisco Office of Morgen-Walke Associates assisting in the
handling of client accounts and corporate communications. Todd earned his Juris Doctor from the University of
the Pacific, McGeorge School of Law, in 1996 and holds a Bachelor of Science degree from San Diego State
University.
MKR Group Principals
Jim Byers - Senior Vice President
Jim Byers recently joined the MKR Group in January of 2006. Jim brings a wealth of experience to the MKR
Group with more than 15 years of investor relations and financial markets experience. He has provided strategic
counsel and created investor relations programs generating significant tangible results for companies in a variety
of industries including healthcare, business services, technology, telecommunications and basic industry. He has
been honored as a SABRE award recipient in recognition of superior achievement in investor relations program
development. Prior to joining the MKR Group, Jim served as a Vice President with the investor relations firm,
Financial Dynamics, for nearly nine years. Prior to that he was an institutional fixed income executive with
Rauscher Pierce Refsnes and was a writer for Time magazine. He holds a Bachelor of Arts in Political Science
from the University of California, Davis.
Bonnie holds a MBA in Finance from the University of California at Davis and a BA in both Economics and
Psychology from the University of California at Berkeley.
Previously, Susan founded MarketCom Resources, Inc., a financial marketing communications firm specializing
in annual reports, capabilities booklets for Wall Street firms, financial public relations and investor relations.
Clients included American Express, The Bank of New York, Goldman Sachs, Lehman Brothers, Merrill Lynch,
Mitel and Morgan Stanley. Her company also worked on special projects, such as writing and editing American
Express's Corporate Policy Manual (reporting to Corporate Counsel) and a proprietary merchant banking study
for Morgan Stanley. MarketCom developed the broker-dealer/institutional investor distribution network for The
Research Works, Inc., which produces and distributes research on small cap and emerging growth companies.
Susan began her career as a financial journalist at Institutional Investor and wrote for publications, including
Corporate Finance, The Wall Street Letter, Fortune, Financial World, and Venture magazines. She was a co-
founder of Corporate Finance Letter, which later merged with Institutional Investor's Corporate Financing Week.
Susan did graduate work in Politics at N.Y.U. and earned her B.A. from Wheaton College (Mass.).
MKR
VI. MKR Group
Group Clients Clients
W W W. M K R - G R O U P. C O M