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Rules
and Procedures
Contents
Our
Offerings
Public
Offerings
Viewing the Preliminary and
Final Prospectus
Indications of Interest
Canceling or changing an Indication
of Interest
Blue Sky and Foreign Securities
Laws
Buying Limits
Funding Deadlines
Allocations
The Sale of Shares Purchased in a Public
Offering
Our
Offerings
We currently offer our customers online investing and
an opportunity to participate in initial and secondary
public offerings. In addition, customers who qualify
as Accredited Investors may also receive information
on securities that Wedbush is placing in a private placement.
Public
Offerings
Viewing
the Preliminary and Final Prospectus
The preliminary prospectus is a document that tells
potential purchasers about the securities being offered
by the issuer. It includes information about the offering
and its attendant risks and about the issuing company's
business, directors and officers, principal stockholders,
and historical financial and operating history. Before
you may place an indication of interest you must first
view the preliminary prospectus and acknowledge that
you have read it. The preliminary prospectus is available
at the website. You may review it on-line, download
it or print a copy of it. On occasion, an amended prospectus
is prepared during the public offering process that
contains material changes to the information provided
in the preliminary prospectus. In these cases, a revised
preliminary prospectus will be posted on the site and
customers who have entered indications of interest will
be sent an e-mail message alerting them to these changes.
Once a public offering is effective and priced the final
prospectus will be posted at the site as soon as it
is available.
Indications
of Interest
Before you can place an indication of interest you must first open an account. If you
then determine that you would like to purchase shares
in a new issue, go to the Subscribe to Offering section
of the site and submit an Indication of Interest. You
may cancel or change your Indication of Interest up
until the deadline given after the public offering is
priced.
To
enter an Indication of Interest, follow these steps:
- Complete
the indication of interest form, specifying the number
of shares you are interested in purchasing, the type
of order and for indications of interest placed as
limit orders, the maximum price you are willing to
pay for the shares.
- Click
on the review button to review your offer. Once you
have reviewed it, click on the submit indication of
interest button to transmit it to Wedbush.
- Wait
until your indication of interest has been received.
You will be notified of its receipt by an acknowledgement
message on your screen. Your indication of interest
will also appear as an open order in your E OrderBook.
- Confirm
that your account has sufficient funds to make your
purchase. You may not purchase shares in a public
offering on margin. Consequently, you must have cash
on deposit in your account for the full amount of
the purchase price. Once an offering is priced, shares
will only be allocated among customers who have sufficient
funds deposited in their account to make the purchase.
Canceling
or changing an Indication of Interest
To cancel or change an indication of interest, go to
Manage My Account page of our main website. Look for
the indication of interest in your E OrderBook and click
either of the buttons next to it marked Change or Cancel.
Once the offering is priced, you will be able to change
or cancel your indication of interest until the deadline
given. After the deadline, accounts that did not re-confirm
will not receive shares.
Blue
Sky and Foreign Securities Laws
Indications of interest will be accepted only from customers
who are residents of the United States and reside in
a state or territory where the offering has been registered
under local securities laws or where such registration
is not required. Not all offerings are registered in
every state and therefore not every customer will be
eligible to participate in every initial public offering.
At this time, Wedbush may not sell shares in any of
the offering that it participates in to residents of
countries other than the United States or to residents
of the State of Tennessee.
Buying
Limits
Wedbush
may set limits on the amount or proportion of investments
you can make in speculative securities, including public
offerings. In addition, the rules of the National Association
of Securities Dealers place limits on customers who
are employed by or otherwise affiliated with companies
such as Wedbush that participate in the offering process.
Wedbush reserves the right to reject or cancel your
indication of interest at any time prior to the time
it is converted into a Firm Order.
Funding
Deadlines
Public offerings must be purchased in the cash portion
of your account and may not be purchased on margin.
Consequently, you must have cash on deposit in your
account for the full amount of the purchase price. Once
an offering is priced, shares will only be allocated
among customers who have sufficient funds deposited
in their account to make the purchase.
Allocations
We cannot guarantee that there will be a sufficient
number of shares available to allow us to fulfill all
indications of interest placed by our customers. If
the indications of interest placed by our customers
exceed the supply of shares that we have available to
distribute through EIB, then we will allocate the shares
we have available among those qualified investors who
have placed indications of interest and have sufficient
cash in their accounts to effect a purchase. Notwithstanding
the foregoing, we may direct some shares to customers
who have a relationship with the issuer and we reserves
the right to limit the number of shares allocated to
any individual account in accordance with its suitability
procedures and buying limits. Wedbush Morgan reserve
the right to allocate shares on any basis or to change
our method of allocating shares at any time and without
notice, and our customers should not expect that entering
an indication of interest in any way entitle them to
purchase any securities.
The
Sale of Shares Purchased in a Public Offering
Once you receive notification of your allocation and
the offering begins to trade in the secondary market
(i.e. on an exchange or the National Market System),
you can sell the shares you have purchased. However,
one of the most important goals of the underwriting
syndicate is to try to ensure a degree of price stability
for new issues. For that reason, we prefer that customers
hold their allocated shares for at least 60 days. Wedbush
will not in any way impede the sale of shares within
this time, but customers with a record of short holding
periods may be excluded from future offerings.
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