5.3 Publication of the Prospectus


These documents must be submitted at the time of application. In the case of a company that is planning an initial public offering, the listing application should be submitted at the same time that the company submits its registration statement to the SEC. The company may also submit the listing application on a confidential basis at an earlier time with draft registration material.

If a company does not have all the necessary information currently available, it may submit a substantially completed application provided that the remaining information follows in a timely manner.

Companies must generally meet all listing requirements at the time of listing; however, consistent with the Exchange Act, a grace period of up to one year from the first trade date may be granted to companies completing initial public offerings to secure their independent directors and / or to establish audit, compensation, and nominating committees, which meet NASDAQ’s requirements.

5.3 Publication of the Prospectus

The following applies to all U.S. exchanges:

–  A preliminary prospectus must plainly state that it is subject to completion. If someone makes a written request for a preliminary prospectus during the waiting period, the issuer must make a reasonable effort to send the latest version on file with the SEC.

 – Transmittal of a summary prospectus is subject to a variety of other requirements more fully enumerated in Guy P. Lander, U.S. Securities Law for International Financial Transactions and Capital Markets Database § 2:23 (updated November 2007).

 – After registration becomes effective, an issuer is no longer subject to the restrictions of Section 5(a), and must now comply with the prospectus requirements of Section 5(b) of the Securities Act. All post-effective period prospectuses are subject to the requirements of Section 10. At this stage, an issuer must produce a prospectus prior to delivering any security.

6 Documentary Requirements

6.1 Contents of Main Listing Document

All securities listed on any U.S. exchange must comply with the Securities Act Rules. With respect to prospectuses, Rules 430, 430A, 430B, and 431 apply.

–  Rule 430 applies to prospectuses for use prior to the effective date.

 – Rule 430A applies to prospectuses in a registration statement at the time of

–  Rule 430B applies to prospectuses in a registration statement after the effective date.

- Rule 431 applies to summary prospectuses.

6.2 Articles/Constitutional Documents

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