To: kemosabe who wrote (4814 ) 4/18/1999 9:48:00 PM From: kemosabe Respond to
Need more? This one is lengthy but very informative. Fortunately you only have to read Part 1:cybermedia.com.au The Commission in In Re Carl M. Loeb Rhoades & Co. pointed out that a corporation may regularly release information regarding advertisements of its products and services, quarterly and annual reports, proxy statements, and routine press announcements. ” Once a registration statement has been filed with the Commission, the waiting period begins. ”The only other communication that is permitted during the waiting period is a "tombstone" advertisement 57 pursuant to Rule 134. 58 A tombstone advertisement is an advertisement placed by the underwriters and investment banking firms in newspapers or magazines in order to serve as notice that a public offering is about to be undertaken. Such an advertisement is specifically limited to information regarding the name of the issuer, the names of the underwriting group, the price of the security, and the size of the offering. ” After the registration statement becomes effective, the waiting period ends, and post-effective or quiet period begins. Although issuers, underwriters, and dealers may begin offering securities to the public, the obligations and duties placed on these parties under Section 5(b) remain. The main difference between the quiet period and the waiting period is that all securities offered for sale to the public may be accompanied only by a Section 10(a) prospectus. ” The term "quiet period" generally reflects this "assumption that as little as possible should be made public about the company during this period or perhaps better yet, that the company do nothing during this period to warrant a public announcement. "
