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<p>[QUOTE=&quot;mrbrklyn, post: 1470252, member: 4381&quot;]United States</p><p><br /></p><p>In a securities offering in the United States, a prospectus is required to be filed with the Securities and Exchange Commission (SEC) as part of a registration statement. The issuer may not use the prospectus to finalize sales until the registration statement has been declared effective by the SEC, meaning it appears to comply on its face with the various rules governing disclosure.</p><p><br /></p><p>If a company has been filing Form 10-K with the SEC for a certain period of time, has a market capitalization above a certain threshold and takes certain procedural steps, it is permitted to offer securities using a simplified prospectus that incorporates information by reference to its SEC filings. In certain situations, such as when the offering is not required to be registered with the SEC, a prospectus is instead referred to as an &quot;offering memorandum&quot; or &quot;offering circular.&quot; In the case of municipal securities offerings, which are generally exempt from most of the federal securities laws, municipal issuers typically prepare an analogous form of disclosure document known as an &quot;official statement.&quot; Prospectuses are generally prepared with the assistance of the underwriter acting as issue manager (also called a bookrunning manager or &quot;bookrunner&quot;).[/QUOTE]</p><p><br /></p>

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