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AREA WOMAN PUTS 'GREEN THUMB' ON EXEMPT STOCK OFFERING

A green thumb may work wonders in the garden, but it won't raise greenbacks on Wall Street.

Ask Jacqueline Albarella, a Buffalo businesswoman whose media production company is ready to use a streamlined process for selling stock. A naturalist and landscape photographer, Ms. Albarella's passion for gardens has set her on a unique business safari. She is in the final stages of producing a weekly television show called "Gardening for Real People."

Albarella Media has a lofty goal: it hopes to see its half-hour show in all major television markets within three years. The second marketing phase will introduce merchandising tie-ins, including newsletters, gardening calendars and possibly even a line of tools and seeds.

But the cost of producing the first 13 weeks of the program comes with a six-figure price tag.

"I knew right from the beginning that we would need to raise money. All I had to do was look at my checkbook," she said.

Most early-stage or smaller companies can forget about doing initial public offerings -- commonly known as IPOs. Legal, accounting and registration fees typically exceed $100,000 and can even balloon to $500,000, well beyond the reach of most small businesses.

"You're going for the big enchilada when you go public. You're talking about a six-figure tab," said Herbert J. Glose, chairman of the Corporate Law Committee at the Bar Association of Erie County. That's why a growing number of companies -- including Albarella Media -- are turning to something called exempt stock offerings, technically known as Regulation D offerings.

Companies seeking to raise less than $1 million ($5 million in some limited cases) can take advantage of state and federal exemptions, simplifying accounting and legal tasks and often slashing the costs to $20,000 or even less.

Glose, partner in the Buffalo-area office of Harris Beach and Wilcox in Hamburg, has been advising Ms. Albarella through each phase of the process.

"This is a creative way to finance a business, and it's happening a lot more often than people think. The real question is how much you're willing to give away in exchange for the privilege," said Glose.

He noted that raising money by selling stock means that a company will have "shareholder buddies" for the foreseeable future, some of whom may want seats on the board of directors. Still, many experts think going the exempt offering route affords entrepreneurs more control over day-to-
day operations than confining the quest for money to venture capitalists.

While Ms. Albarella and her attorney admitted that selling stock in a pilot television program is unusual, they think there are some powerful forces in their favor. Gardening is the No. 1 hobby in the United States and crosses every demographic. Ms. Albarella said there are 100 million gardeners.

A former television producer, Ms. Albarella previously owned Avid productions, a Buffalo-based video company that was sold to Rich Products Corp. in 1993.

"The great thing about this project is that it allows me to blend my love of gardening with my love of TV," she said.

"Gardening For Real People" debuts Oct. 3 on WNGS, a Springville-based television station that will air the program each Saturday at 11 a.m. The show features weekly visits to unique urban gardens, interviews and even a cooking segment that shows viewers how to turn their garden greens into edible delights.

If the company can catch the eye of a national syndicator and penetrate every media market, the show and its spin-off merchandising ventures could turn a profit by the end of the third year.

"Sure, it's a risky venture. It's like financing the production of a movie. But the returns could be phenomenal if we become the next Martha Stewart," she said.

Glose said there are no guarantees that the fledgling venture will be able to raise the $500,000 that it seeks. Investors have plenty of places to park their money, including mutual funds and scores of stock offerings from well-known companies that can point to stratospheric returns over the past five to 10 years.

The attorney also noted that exempt stock offerings must meet certain requirements, such as providing investors with disclosure documents. Typically, the selling price of shares in exempt offerings is quite large -- usually at least $10,000. Glose said the end-game scenario is to find a small number of investors who are usually more sophisticated and hence, more savvy in evaluating the associated risks.

Snyder Seed Co. of Amherst raised $200,000 through an exempt stock offering five years ago. The company makes a unique bird seed coated with ground chili pepper. Birds can't taste the pepper, but squirrels are turned off by the hot coating.

Snyder Seed spokesman Christopher J. Dunn said the Regulation D offering was an important chapter in the company's history. "It's what really got us started. There was still a lot of science that had to be done back in those days," he said.

Snyder Seed may do another exempt stock offering in the near future as it mulls over ideas for some new products.

Glose stressed that a comprehensive business plan must be drafted before any company can hope to sell stock. He added that it helps to have a tangible product or service that prospective investors can examine.

"That's why we wanted to have a number of gardening shows in the can and make sure it was on the air. We need to make it clear that this show is for real," he said.

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