Final Prospectus
The final prospectus is the document that is used to register the security. It is also used as a disclosure document for investors who purchase the security. Ten copies of the final prospectus must be filed with the SEC before it is first used.
The instructions for what needs to be in a final prospectus can be found in two regulations. The instructions for Narrative Disclosure can be found in Regulation S-K. The instructions for Financial Information can be found in Regulation S-X.
Regulation S-K was adopted in 1982 to integrate disclosure rules under the Securities Act and Exchange Act. A final prospectus must contain these disclosures:
- • Information about the offering (e.g., price range, amount of stock offered, expenses, commissions, net proceeds, use of proceeds, underwriters)
- • General information about the issuer:
- » Names, addresses, and holdings of those who own more than 10% of stock
- » Names, address, and holdings of directors, officers, and issuers
- » Issuer’s cap