Wayne is among the Utah State Bar’s most highly respected business law attorneys, with over 30 years of experience helping both public and private companies incorporate, raise capital, list their shares for trading in public markets, and remain listed and trading in good standing with state regulators, the U.S. Securities and Exchange Commission, and national stock exchanges through compliance with ever more complex regulatory and disclosure requirements.
He helps companies structure and secure the necessary shareholder approvals for a host of business transactions, including mergers and acquisitions, stock issuances requiring shareholder approval under stock exchange listing rules, changing the capital structure of companies, adopting Company equity compensation and stock option plans, and amending company charter documents.
Wayne negotiates and drafts all types of business agreements, including stock purchase and sale agreements, employment agreements, private placement memoranda, registration statements, proxy statements, annual, quarterly, and current public reports, and merger and asset purchase agreements.
Wayne creates new business entities for many smaller, family-based companies, by forming corporations and limited liability companies on behalf of entrepreneurs launching new business ventures in the United States, including non-US citizens applying for US work visas and permanent residency in the US who seek to invest in new US business enterprises.
Wayne is frequently asked to share his expertise by presenting legal education topics to outside groups, and to his attorney peers at annual and other business seminars sponsored by the Securities Law Section of the Utah State Bar.
Wayne co-chairs the firm’s Legal Opinion committee and supervises the preparation of the firm’s third party legal opinion letters necessary to close the firm’s most significant loan transactions, equity and debt financings, mergers, and acquisitions. He is a past Chair of the firm’s Business & Finance Section.
- Represented Nasdaq listed public company in multiple rounds of convertible preferred equity PIPE (“public investment in private equity”) offerings, in connection with client’s acquisitions of strategic target companies, including Nasdaq Listings of Additional Shares, securing shareholder approval under relevant Nasdaq shareholder approval rules, and the registration of underlying shares on Form S-3 with the U.S. Securities and Exchange Commission.
- Represented BriteSmile, Inc. (Nasdaq) over 10 years in connection with series of private placements valued over $110,000,000 in common stock and convertible notes, including PIPE transaction resale registration statements on Form S-3.
- Represented MB Media Group, Inc., a southern Utah radio station business, in connection with the sale of the company to Cherry Creek Radio.
- Represented Intermountain Financial Benefits, Inc., a medical benefits brokerage firm, in connection with its sale to Arthur J. Gallagher & Co.
- Represented publicly traded ActiveCare, Inc. in connection with Series A Convertible Preferred Stock offering and related merger with HG Partners, Inc.
- Represented publicly traded Volu-Sol, Inc. in connection with Series B Preferred Stock private offering.
- Represented public Nasdaq company in connection with simultaneous acquisition of 6 dealership entities.
- Represented Arnevut Resources, Inc. and Tuvera Exploration, Inc. before the Utah Securities Division, Utah Department of Commerce, in connection with a Fairness Hearing under the Utah Uniform Securities Act, related to the reorganization of Arnevut from a Colorado entity, to a Utah subsidiary of Tuvera as a British Columbia corporation.
- Represented USANA, Inc. in connection with acquisition of Wasatch Product Development, Inc.
- Represented publicly traded BriteSmile, Inc. in connection with sale of over 5,000 teeth whitening associated center assets to Discuss Dental, Inc.
- Represented USANA, Inc. in connection with SEC annual, quarterly, and current periodic reporting and corporate governance compliance, including annual meeting proxy statement work.
- Managed public company legal and SEC public disclosure strategies in response to national, negative publicity campaign by industry detractor.
- Represented public company in connection with company response to shareholder proxy proposals by shareholder activist under the SEC’s Proxy Rule 14a-8 regarding shareholder proposals.
- Representation of Nasdaq listed company in connection with presentation and defense of company Plan of Compliance before the Nasdaq delisting hearing panel, Washington, DC.
- Represented numerous private companies in connection with sales of securities to equity investors, exempt from registration pursuant to Regulation D promulgated by the US Securities and Exchange Commission.
- Represented Arctic Circle, Inc. in connection with the merger of Arctic Circle with Quaker State Minit-Lube, Inc.
- “Representing a Public Company—a Case Study in SEC and NASDAQ Compliance,” Utah State Bar Securities Law Section Annual Meeting, August 2017.
- “Corporate Spin-off Transactions and SEC Compliance,” Utah State Bar Securities Law Section, January 2012
- “Section 4(2): The Law of Private Placements Outside the Reg D Safe Harbor,” Utah State Bar Securities Law Section Lunch Meeting, March 2011
- “Stock and Other Equity Compensation for Distributors of MLM Companies,” Durham, Jones & Pinegar Seminar, Thanksgiving Point, October 2010
- “Sarbanes Oxley for Smaller Public Companies,” Securities Section, Utah State Bar Association, August 2009
- “Rendering Legal Opinions in Financing Transactions,” Securities Section, Utah State Bar Association, August 2008
- “Financing Your Business in Utah – Exemptions from Registration of Securities,” VanCott Forum for Emerging Businesses, April 1995
- Member, Securities Law Section, Utah State Bar
- Member, Utah Chapter, American Immigration Lawyers Association
- Member, American Bar Association
University of Michigan Law School – J.D. (1983)
Brigham Young University – B.A., English, magna cum laude (1980)
All State and Federal Courts in Utah
United States Supreme Court
- Former Partner, Van Cott, Bagley, Cornwall & McCarthy, Salt Lake City, Utah, Corporate & Securities Section (1983-1995)