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Going Public

Going Public. Dissecting IPO Form S-1 / Prospectus. (last updated 12 Feb 13). Regulation Ex ante disclosure Ex post enforcement. Info Price. Market forces ECMH Intermediaries. Regulation of public offering. Securities Act of 1933 Section 5 

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Going Public

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  1. Going Public Dissecting IPO Form S-1 / Prospectus (last updated 12 Feb 13)

  2. Regulation Ex ante disclosure Ex post enforcement Info Price Market forces ECMH Intermediaries

  3. Regulation of public offering Securities Act of 1933 Section 5  (a) Unless a registration statement is in effect as to a security, it shall be unlawful for a person, directly or indirectly-- (1) ... to sell such security ... (b) It shall be unlawful for any person, directly or indirectly--   (2) to [have delivered] ... such security ... unless accompanied or preceded by a prospectus that meets the requirements of section 10(a). (c) It shall be unlawful for any person, ... to offer to sell [a security] ... unless a registration statement has been filed as to such security, ...

  4. Prospectus disclosure Issuer’s business, risks Management MD&A Financial statements Plans for proceeds Nature of offering Principal shareholders   Signed by issuer and corporate insiders Public Offering - Regulation

  5. Public Offering - Regulation • Registration system   • Controlled disclosure • no marketing until RS filed • no sales until RS effective • SEC review • Liability for misrepresentations • Issuer (strict liability) • Top executives • Directors • Underwriters • Experts (accountants) 

  6. Statutory Who signed? §6(d) Filing fee? § 6(b) Effective date? § 8 / Rule 473 How disseminate? §5(b) What info? §7 SEC disclaimer? §23 Regulatory What disclose? Form S-1 [description of forms] Itemized? Reg S-K Red herring? Rule 430 Final prospectus? Rule 424 Rule 430A ’33 Act Registration

  7. Part 4 Securities Offerings

  8. Registration Statement Cover Page: Terms of IPO Info to SEC Who contact? Fees? Part I: Prospectus Info to investor Company story Audited financials Part II: Additional info How much IPO cost Indemnification Sales of unregistered stock Signatures Exhibits Treasure trove Can be filed confidentially • EDGAR • Form S-1/A • Rule 424(b)

  9. Neflix IPO … Part 4 Securities Offerings

  10. Neflix IPO … Part 4 Securities Offerings

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  12. Neflix IPO … Part 4 Securities Offerings

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