It is crucial to understand that the issuer and the underwriting syndicate cannot sell securities, solicit requests for orders or send out any research report or any report that discusses the company's future sales and earnings during the period between the filing date and the effective date.
They can publish a tombstone advertisement, which contains a standardized clause that merely announces the new issue but disclaims the tombstone as an offer to sell or solicit orders. In addition, unsolicited requests for information may be met by sending out a preliminary prospectus.
No subscription payments may be requested, even if they are held in escrow until the effective date. Although a red herring can be sent to prospective purchasers without them requesting it, direct solicitations may be made only by means of a final prospectus.
The managing underwriter provides both preliminary and final prospectuses to the broker-dealers participating in the distribution. These dealers, in turn, provide prospectuses to clients over the 25-day period following the effective date if the securities are listed on a national exchange or on the Nasdaq.
There is no aftermarket prospectus requirement if the security is already listed on these markets. The prospectus delivery requirement for non-Nasdaq OTC securities is 90 days if the company has never before issued an IPO, or 40 days if the security has been previously listed.
Securities exempt from registration under the Securities Act of 1933 include the following:
- US government and Federal agency issues
- Municipal and state issues
- Intrastate offerings
- Small public offerings
- Private placements
- Insurance policies, including fixed annuity contracts
- Commercial paper and banker acceptances with maturities of 9 months or less
Exam Tips and Tricks
The term exempt securities refers to those securities that are not required to follow the procedures of registration and prospectus requirements set forth by the Securities Act of 1933. You should know which securities are exempt from registration under \'33 and why. Again, the \'33 Act was passed to ensure full disclosure to the investing public.
Regulation A, D and Rule 147
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