|
A red herring prospectus, as a first or preliminary prospectus, is a document submitted by a company (issuer) as part of a public offering of securities (either stocks or bonds). Most frequently associated with an initial public offering (IPO), this document, like the previously submitted Form S-1 registration statement, must be filed with the Securities and Exchange Commission (SEC). A red herring prospectus is issued to potential investors, but does not have complete particulars on the price of the securities offered and quantum of securities to be issued.〔(What is a Red Herring Prospectus? )〕 The front page of the prospectus displays a bold red disclaimer stating that information in the prospectus is not complete and may be changed, and that the securities may not be sold until the registration statement, filed with the market regulator, is effective.〔(The S.E.C. and a Free Securities Market ) p. 3〕 Potential investors may not place buy orders for the security, based solely on the information contained within the preliminary prospectus. Those investors may, however, express an "indication of interest" in the offering, provided that they have received a copy of the red herring at least 48 hours prior to the public sale. After the registration statement becomes effective, and the stock is offered to the public, indications of interest may be converted to purchase orders, at the buyer's discretion. The final prospectus must then be promptly delivered to the buyer. ==Contents== "Red-herring prospectus" means a prospectus that does not have complete particulars on the price of the securities offered and quantum of securities offered. The ''red herring statement'' contains: #purpose of the issue; #disclosure of any option agreement; #underwriter's commissions and discounts; #promotion expenses; #net proceeds to the issuing company (issuer); #balance sheet; #earnings statements for last 3 years, if available; #names and address of all officers, directors, underwriters and stockholders owning 10% or more of the current outstanding stock; #copy of the underwriting agreement; #legal opinion on the issue; #copies of the articles of incorporation of the issuer. 抄文引用元・出典: フリー百科事典『 ウィキペディア（Wikipedia）』 ■ウィキペディアで「Red herring prospectus」の詳細全文を読む スポンサード リンク
|