Securities Lawyer's Deskbook                          published by The University of Cincinnati College of Law

Item 501 -- Front of Registration Statement and Front Cover of Prospectus

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1. Limit the outside front cover page of the prospectus to one page and include the following information:
   
   
   1. The registrant's name. A foreign registrant also must give the English translation of its name;
      
      
   2. The title, amount, and description of securities offered. If the underwriter has any arrangement with the issuer, such as an over-allotment option, under which the underwriter may purchase additional shares in connection with the offering, indicate that this arrangement exists and state the amount of additional shares that the underwriter may purchase under the arrangement;
      
      
   3. If there are selling security holders, a statement to that effect;
      
      
   4. Whether any national securities exchange or the Nasdaq Stock Market lists the securities offered, naming the particular market(s), and identifying the trading symbol(s) for those securities;
      
      
   5. A cross-reference to the risk factors section, including the page number where it appears in the prospectus. Highlight this cross-reference by prominent type or in another manner;
      
      
   6. Any legend or statement required by the law of any state in which the securities are offered;
      
      
   7. A legend that indicates that neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities or passed on the adequacy or accuracy of the disclosures in the prospectus. Also make clear that any representation to the contrary is a criminal offense. You may use one of the following or other clear, plain language:
      

      Example A: Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of the prospectus. Any representation to the contrary is a criminal offense.
      
      Example B: Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

      
      
   8. If you are not a reporting company and the preliminary prospectus will be circulated, as applicable:
      
      
      1. A bona fide estimate of the range of the maximum offering price and maximum number of shares or units offered; or
         
         
      2. A bona fide estimate of the principal amount of debt securities offered;
         
         
   9. 1. Name(s) of the lead or managing underwriter(s) and an identification of the nature of the underwriting arrangements;
         
         
      2. If the offering is not made on a firm commitment basis, a brief description of the underwriting arrangements;
         
         
      3. If you offer the securities on a best efforts or best efforts minimum/maximum basis, the date the offering will end, any minimum purchase requirements, and whether or not there are any arrangements to place the funds in an escrow, trust, or similar account; and
         
         
      4. If you offer the securities for cash, the price to the public for the securities, the underwriting discounts and commissions, and proceeds to the registrant or other persons. Show the information on both a per share or unit basis and for the total amount of the offering. If you make the offering on a minimum/maximum basis, show this information based on the total minimum and total maximum amount of the offering. You may present the information in a table, term sheet format, or other clear presentation. You may present the information in any format that fits the design of the cover page so long as the information can be easily read and is not misleading;
         
         
   10. If the prospectus will be used before the effective date of the registration statement, a prominent statement that:
       
       
       1. The information in the prospectus will be amended or completed;
          
          
       2. A registration statement relating to these securities has been filed with the Securities and Exchange Commission;
          
          
       3. The securities may not be sold until the registration statement becomes effective; and
          
          
       4. The prospectus is not an offer to sell the securities and it is not soliciting an offer to buy the securities in any state where offers or sales are not permitted. You may use the following or other clear, plain language:
          

          The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

          
          
   11. If you use Rule 430A of this chapter to omit pricing information and the prospectus is used before you determine the public offering price, the information in paragraph (a)(10) of this section; and
       
       
   12. The date of the prospectus.
       
       
2. [Reserved]
   
   

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