Securities Lawyer 101 l Brenda Hamilton

Securities Lawyer 101 l Brenda Hamilton

Wednesday, November 27, 2013

The Quiet Period In Going Public Transactions

Issuers who go public using a registration statement on Form S-1 must comply with the ”quiet period” of the Securities and Exchange Commission (“SEC”).   During the quiet period, the SEC limits the information that can be released to the public. The failure to comply with the SEC’s requirements is known as gun-jumping. he quiet period applies from the time a company files a registration statement with the SEC until the SEC’s staff declares it effective.

On June 29, 2005, the SEC adopted modifications to the rules surrounding communications while a registration statement is pending.  These rules apply to issuers in going public transactions using Form S-1 as well as existing public companies.

Free Writing Prospectus During The Registration Statement Process

Well-known seasoned issuers are permitted to engage at any time in oral and written communications, including use at any time of a new type of written communication called a “free writing prospectus”.
Registration statement offering participants, other than the issuer, are liable for a free writing prospectus only if they use, refer to, or participate in the planning and use of the free writing prospectus by another offering participant who uses it. Issuers filing registration statements have liability for any issuer information contained in any other offering participant’s free writing prospectus as well as any free writing prospectus they prepare, use, or refer to.
Release of Information During Registration Statement Process
All reporting issuers filing Form S-1 registration statements are, at any time including during the registration statement process, permitted to publish regularly released factual business information and forward-looking information about their business, operations and other matters.
Non-reporting issuers filing registration statements are, at any time, permitted to publish factual business information that is regularly released and intended for use by persons other than investors or potential investors.
Timing of Communications During Registration Statement Process
Communications by issuers more than 30 days before filing a registration statement with the SEC are permitted so long as the issuer does not reference a securities offering that is the subject of a pending registration statement.
A number of these rules concerning the quiet period include conditions of eligibility. Most, for example, are not available to blank check companies, penny stock issuers, or shell companies.
For further information about SEC registration statements and going public, contact Brenda Hamilton, Securities Attorney at 101 Plaza Real S, Suite 202 N, Boca Raton Florida, (561) 416-8956
This memorandum about SEC registration statements and the quiet period during direct public offerings, is provided as a general informational service to clients and friends of Hamilton & Associates Law Group and should not be construed as, and does not constitute, legal and compliance advice on any specific matter, nor does this message create an attorney-client relationship. For more information concerning the rules and regulations affecting the use of Rule 144, Form 8K, FINRA Rule 6490, Rule 506 private placement offerings, Regulation A, Rule 504 offerings, SEC reporting requirements, SEC registration on Form S-1 and Form 10, Pink Sheet listing, OTCBB and OTC Markets disclosure requirements, DTC Chills, Global Locks, reverse mergers, public shells, go public direct transactions and direct public offerings please contact Hamilton and Associates.  Please note that the prior results discussed herein do not guarantee similar outcomes.
Hamilton & Associates | Securities Lawyers
Brenda Hamilton, Securities Attorney
101 Plaza Real South, Suite 202 N
Boca Raton, Florida 33432
Telephone: (561) 416-8956
Facsimile: (561) 416-2855

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