1.4
mandated to be in the final prospectus by the SEC
"These securities have not been approved or disapproved nor have any representations been made about the accuracy or the adequacy of the information"
Private (nonpublic) securities offering
A company is considering raising capital without going through the registration process requirements mandated by the Securities Act of 1933. To be exempt from the Act, which of the following offerings might they employ?
Additional Public Offering (APO) or SPO
A company with previously issued shares outstanding wants to issue more shares to the public.
All-or-none
A corporate issuer of common stock has decided that it wants an agreement that its underwriter must either raise all of the capital needed or cancel the underwriting.
-is exempt from registration under the Act of 1933 -can be sold to individual accredited investors
A private securities transaction
Syndicate
A select pair or group of companies organized to underwrite corporate or municipal securities
20 Days
Cooling Off Period
are permitted before the effective date
Tombstone ads
Coordination and Qualification
Under the Uniform Securities Act, states have which of the following 2 ways to register securities to be sold?
Firm commitment
Underwriters acting as principals and committing to purchase any unsold shares for the syndicate account
An issue of shares by a public company that is already listed on an exchange
a "follow-on" offering
Best Efforts Underwriting
calls for the underwriters to buy securities from the issuer acting as an agent, not as principal
a "shelf" registration
company's board of directors has agreed that the company should be prepared to have shares of common stock ready to be issued that are intended to be distributed in the form of a one-time employee bonus. Not knowing exactly when the one-time bonus plan will be implemented and the shares will be needed, the type of registration or offering that would best suit the scenario is
Shelf Registration
having no intention to immediately sell the securities.
A preliminary prospectus (red herring)
if requested by an investor serves as a binding order to purchase shares
at federal and state level
Issuance and trading of securities are regulated
Final Prospectus
Meets the full and fair disclosure requirements of the Securities Act of 1933
securities that are deemed to be federally covered only
Notice filing for securities at the state level is for
Institutional Investors
Private placements are primarily sold to
-A supplemental prospectus must be filed before each sale. -Portions of a shelf offering can be sold over a 3-year period without having to reregister the security.
Regarding a shelf registration filed with the SEC, which of the following statements are TRUE?
federal covered securities and not required to register at the state level
Regarding registration for the sale of securities, those registered under the Investment Company Act of 1940, such as mutual funds, would be considered
Immediate family of restricted persons
Restricted persons are not allowed to purchase an IPO of common stock and who else
after the cooling-off period
Sales for new issues of securities may be solicited
a primary offering
Securities sold in an issuer-related transaction would best be described as
-Ensures that the investing public is fully informed about a security and its issuing company when shares are first sold in the primary market -provides criminal penalties for fraud.
The Securities Act of 1933
requiring the licensing of persons affiliated with broker-dealers
The Securities Act of 1933 protects investors who buy new issues by doing all of the following EXCEPT
the preliminary prospectus delivery requirements during the cooling-off period
The access equals delivery rule applies to
require full and fair disclosure in connection with the sale of securities to the public
The primary purpose of the Securities Act of 1933 is to
the final prospectus has been filed with the SEC and is available on the SEC's website for investors to see
The prospectus delivery requirement, access equals delivery, is satisfied when
Limited Partnership
All the following are exempt from the Securities Act of 1933 EXCEPT:
This satisfies the access equals delivery rule for a final prospectus.
An investor is viewing a company's prospectus on the Securities Exchange Commission's website. Which of the following is TRUE?
$0 (Those who deal exclusively with US gov't securities are exempt)
An investor opens an account with BNZ Government Securities, a broker-dealer limiting its transactions exclusively to securities issued by the U.S. government. The account holds $250,000 of Treasury bonds, $250,000 of Treasury notes, and $50,000 in cash. If BNZ's broker-dealer business should fail, the investor would receive SIPC protection in the amount of
state level
Blue-sky laws refer to those at
-solicitations of sales may not be made -deficiency letters, if issued, are sent to the issuer
During the 20-day cooling-off period,
a red herring may be given to prospective investors
During the cooling-off period of a new registration filed with the SEC
Regulation A+ Regulation D Rule 147
Each of the following provides for an exemption from the registration requirement of the Securities Act of 1933
25 days
For a new issue that qualifies for Nasdaq listing, a prospectus must be provided to all purchasers within how many days after the effective date?
Securities Act of 1933 regulating issues that must be offered by prospectus
For nonexempt securities being offered to the public for the first time by a corporate issuer, which of the following would be applicable?
40
For nonlisted and non-Nasdaq securities, a prospectus must be provided to all those who purchase securities for how many days
mini-max
In an underwriting where fixing a minimum dollar amount to be sold in order to move forward with the entire offering is most commonly referred to as
nonbinding on buyers and sellers may be used to gather indications of interest
Indications of interest taken during the cooling-off period are
Shelf Registration sales
The requirement for a supplemental prospectus to be filed before each sale is applicable to
notice filing
A method of registering securities at the state level that is reserved only for federal covered securities
Description of how the proceeds will be used
A prospectus will include
-an advisory that the advertisement is neither an offer to sell nor a solicitation of an offer for any of these securities -the name of the issuer and underwriters if they are being used to assist in the offering -the price or price range at which the securities are expected to be offered
A tombstone advertisement includes
can be placed by the issuer directly or by the underwriters
A tombstone advertisement placed before the effective date
Municipal bonds
An official statement is a disclosure document that would be used in connection with
Issuing corporation
An underwriting group is currently assisting an issuer with the preparation and filing of the registration statement for a new issue. Who is responsible for the accuracy of the information within the registration statement?
Uniform Securities Act
The law that provides the legal framework for state registration of securities
the SEC's verification of accuracy
When an investor receives a final prospectus, the expectation should be that one of the following would not be found. Which is it?
a private placement
When an issuing company sells securities to primarily institutional investors and a small number of wealthy individuals, as opposed to the general investing public in an exempt offering
It is a full and fair disclosure of all material information and facts regarding the issuance of securities.
Which of the following best describes a prospectus?
Agreement among underwriters
Which of the following will NOT be found in a final prospectus?
The number of shares to be offered
Which of the following would NOT be expected to be found in a tombstone advertisement for a new issue?
FINRA
Which regulatory body oversees trading in the over-the-counter (OTC) market, NYSE, and its members.