The Waiting Period

1
The Waiting Period

• Period to Market the Offering
• Comment Letters Responses Amendments Galore til
  Effective

2
Putting the Cart Before the Horse

• We assume registration statement filed
• Have not discussed preparation or content
• Yet to come must know has two Parts
• Part IProspectus Part II--Information Not
  Required in ProspectusPlus
• Facing Page with Calculation of Fee table
• Exhibits

3
Introduction to Marketing Restrictions

•   5(b)(1)No prospectus other than  10
  prospectus after registration statement filed
•  2(a)(10) defines prospectus/ commmication,writt
  en or by radio or television--oral communication
  OK
• Unlike   5(c) during pre-filing period/offers
  not precluded
•   5(a)(1)/unless registration statement in
  effect
• Unlawful to sell a security (every contract of
  sale or disposition of a security )
•  10(a) defines content of prospectusfull thing
•  10(b) Commission can define a prospectus that
  omits information required by   5(b)(1)

4
Rule 430 Preliminary Prospectus

• Rule 430 adopted pursuant to 10(b)
• Preliminary Prospectus10 (a) except excludes
  offering price related information
• Was and is the principal means of written
  communication prior to effective date
• Rule 430A/ reg. statement can go effective
  without pricing information--Have to file 424(b)
  pricing prospectus timely

5
Waiting Period --Marketing Rules Summarized
Pre-SOR

• Oralbroker-dealers/on phonein person
• Preliminary prospectus/has to be distributed for
  acceleration effective date
• Offering price range number of shares on cover
  page before distribute if IPO
• Item 501(b)(10)Cover PageProspectus used before
  effective date Mustinclude subject to
  completion legend

6
Rule 134

• Rule 2(a)(10) definition of a prospectus
• Last sentencenot deemed prospectus
• Limited written communication/rules adopted by
  the CommissionRule 134
• Content expanded by SOR
• Used to solicit members of selling group

7
Staff ReviewThe Process (tilt) of comment
letters and amendments

• Registration statement reviewed by staff of
  Division of Corporation Finance
• Send comment letter to the company
• Responded to by counsel with amendment reflecting
  suggested changes
• Probably additional amendments before staff
  willing to declare effective

8
On to the Hypos

• (a)To prospective underwriting group?
• OK2(a)(3)not an offer or sale
• Same to selling group-?
• Nonot in privity with the issuer
• (b) assume within content of Rule 134?
• Nosolicits indications of interest
• Rule 134(d)-- preliminary prospectus with
  offering price range
• (c) Without coupon and last sentence--OK

9
Hypos Continued

• (d) Roadshow and solicitations of interest
• All Oral -can take oral indications
• Principal means of marketing
• Will come back to roadshows in Part 5A
• SOR as will see in Part 5A enhances marketing
  effort, but in context of same statutory
  framework--