SECTION 2
Forms
Title 2
Title 3
Title 4

SECTION 3
Securities Act
Exchange Act
Sarbanes-Oxley Act
SOX TABLE
Title 5

SECTION 4
'33 ACT Reg
'34 ACT Reg
Reg. S-K
Reg. S-X
Title 5
Title 6

2. Can a Rule Rule 134 communication be used without delivering a preliminary prospectus?

3. Assuming an IPO, can a Rule 134 communication be used if the prospectus included as part of the registration statement does not include an offering price range?

4. Assuming an IPO, can a Rule 134 communication be used to solicit indications of interest from prospective members of the selling group without being accompanied or preceded by a preliminary prospectus?

5. To the extent a Rule 134 communication is used under circumstances requiring it be accompanied or preceded by a preliminary prospectus, will a preliminary prospectus without the offering price range on the cover page satisfy this requirement?

6. Assuming an online offering, after a registration statement is filed can the underwriter on line solicit an offer to buy and how? If it receives offers to buy, could it accept them without violating Section 5 if not revoked after the registration statement is effective? Consider Section 2(a)(3) in this context?

7. Does HarrisDirect solicit offers to buy? Describe how it conducts an online offering? See Harrisdirect.Use Bookmarks and go to Offering Process
Assuming you are a qualified (use bookmark to view Qualifying criteria) and you login and go to Current Offering (use bookmark for Current Equity Offering) what will you learn about the offering? How does this conform with Rule 134?
Click on the Dover Logo--What does it tell you about the status of the offering? Does it comply with Rule 134? How does it make the preliminary prospectus available? Is it required to make it available by mail?
Go back to Current Equity Offerings (p.9)? What does it tell you under Offering Status? What is it Accepting? DON'T try to log-in, but if you were a qualified customer and clicked on Login and logged in--what would you see and what could you do?
Go back to Offering Process (use Bookmark)--How would you submit an indication of interest? Will you be given an opportunity to reconfirm? When and how? How can you change or cancel indication of interest? What about limiting it to the reconfirmation process after issue is priced? Is the registration statement effective at that point?
How do you receive notice of whether or not you have been allocated shares and when? Does this notice have to be accompanied by a final prospectus? If not, what is required? See Rule 172.

Compare WRHambrecht traditional offerings and open auction procedures.

8. How does CreditSuisse First Boston differ? Does it comply with Rule 134? How does WRHambrecht traditional offerings differ? What about E*Trade.

9. How could an underwriter use a free writing prospectus in connection with an online offering? An electronic road show?

10. Assume that the online offering is a follow-on offering registered on Form S-3. If the procedure involves the use of a Rule 134 communication with the opportunity to express an indication of interest does the underwriter have to make a preliminary prospectus available on line? Same question,, but it takes the form of a Rule 433 free writing prospectus? How would Rules 460 and 461 and acceleration of the effective date come into play?