9.1. The Final Prospectus
Once the price is determined, it is added to the preliminary prospectus, which then becomes the final prospectus. Ten copies of the final prospectus must be filed with the SEC. The precise deadline for filing depends on the form of the prospectus—the specifics of this are quite arcane, and your memorization efforts are probably better put to use elsewhere. It is worth remembering, however, that if events that occur after the effective date trigger use of a new form of prospectus that contains substantive changes from the last form filed with the SEC, ten copies of the new form must be filed no later than five business days after it is first used. You may notice that these requirements differ from the requirements for filing preliminary prospectuses.
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Filing Preliminary and Final Prospectuses |
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Preliminary Prospectus |
Final Prospectus |
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Copies filed |
5 |
10 |
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When filed |
With registration statement |
Shortly after effective date (exact deadline varies) |
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Copies of amended version filed |
5 |
10 |
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When amended version filed |
By date of first use |
Within 5 business days of first use |
The SEC allows an issuer to retroactively insert revised pricing information into the prospectus within 15 days after the effective date, in which case it will be deemed to have been part of the prospectus as of the effective date. The change in price may deviate no more than 20% from the upper or lower limit of the price range given in the registration statement. The change must be filed with the SEC within two business days.
Not only do the rul