Securities Act of 1933 Flashcards
What is a Preliminary Prospectus?
“Red Herring” Prospectus
Registration has been filed but not effective
Under the 1934 Act what are examples of securities?
Debentures Stocks Bonds Some Notes Investment Contracts
A Tombstone advertisement
informs investors that a prospective is available.
It is NOT an offer to sell or solicitation to buy the securities.
What is the purpose of registration of securities under the 1933 act?
provide all material information relating to issuance of securities to possible investors. (Including how proceeds will be used)
Under the 1933 Act a public offering
Must be registered with the SEC and a prospected must be included with it.
Notes are exempt from the 1933 act if
They have a maturity of 9 months or less
Used for commercial purposes (NOT investment)
Under shelf registration If an issuer of securities wants to make an offering
They must keep the original registration updated
What are examples of securities that are exempt from the 1933 act?
Securities issued under 1) Non profit organizations 2) government organizations 3) savings and loans associations and 4) Insurance and annuity Contracts
An issuer that is compliant with the 1933 Act
Must also comply with any state “Blue Sky” laws that regulate securities at the state level
Exempt securities under the 1933 act
are still subject to the anti fraud provisions
Why did the SEC adopt the registration forms S-2 and S-3?
to Decrease the amount of disclosures in filling out the form compared to the S-1 Long Form
