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Acceleration Order

(USA) An order by the SEC declaring a registration statement effective (and thereby making sales of securities permissible)before expiration of the statutory 20 day period from the date of filing. The filing of an amendment to a registration statement by the issuing company restarts the 20 day clock.

Acceleration Request

(USA) A letter (or in some cases, oral communication) to the SEC from both the issuer and the managing underwriters of a public offering, requesting that the SEC declare a registration statement effective. The SEC's policy, often waived, is that the acceleration request be received at least two business days prior to the date the registration statement is to become effective.

Acceptance message

Notification from the SEC that an electronic submission has met the minimum filing requirements and been accepted by EDGAR. If the submitter or filer has an e-mail address, the acceptance messages are sent by e-mail to that account. Acceptance messages are also sent to all Internet e-mail addresses listed in the submission header fields.

Acceptance review

Procedural checks performed by EDGAR to determine whether a filing meets certain minimum filing requirements. The requirements may relate to the composition and completeness of the submission package, as well as to the particular type of filing being made. The EDGAR system does not check the content contained within is a filing.

Accepted

The term that describes a filing that has successfully passed acceptance review. A live filing is deemed public at this point.

Accession number

A unique number generated by the EDGAR system for each electronic submission. Accession numbers are reported to submitters and filers in the acceptance and suspense messages. Assignment of an accession number does not mean that EDGAR has accepted your submission.

Accredited Investor

A person or institution deemed capable of understanding and affording the financial risks associated with the acquisition of unregistered securities. The SEC recognizes the following parties as accredited:

1. An individual who alone, or with a spouse, has a net worth of over $1 million.
2. An individual who alone had income in excess of $200,000 in each of the past two years (or with a spouse, in excess of $300,000 in each of the past two years) and has a reasonable expectation of doing as well in the current year.
3. A financial institution such as bank, broker/dealer, insurance company or business development company.
4. Any director, officer or general partner of the issuer.
5. A trust or business partnership, with assets in excess of $5 million, that wasn't formed for the purpose of acquiring the unregistered securities.
6. Any entity wholly owned by accredited investors.

Aftermarket Performance

The price appreciation (or depreciation) in IPOs is measured from the offering price going forward. However, to obtain a better benchmark of IPO aftermarket performance, some investors track performance from the first day's closing price.

Aftermarket Trading

Trading in the IPO subsequent to its offering is called the aftermarket trading. Trading volume in IPOs may be extremely high on the first day due to intra day-trading, flipping and aftermarket purchases.

Allocation

The amount of stock in an initial public offering (IPO) granted by the underwriter to an investor. For many IPOs, the allocation is significantly less than investor's indication of interest. The allocations are meted out based on commission volume, trading history and type of investor.

American Depositary Receipt (ADR)

Receipt for shares of foreign-based companies that entitle the shareholder to all dividends and capital gains. ADRs allow Americans to buy shares of foreign-based corporations' securities at American Exchanges instead of having to go to overseas exchanges.

AMEX (American Stock Exchange)

(USA) An exchange or a securities market which generally lists securities of small or newer corporations than those listed on the New York Stock Exchange. It has historically been popular for trading of companies involved in the production and sale of natural resources and option trading. Located in New York. In October 1998, Nasdaq and the American Stock Exchange combined into one corporate organization: The Nasdaq-Amex Market Group.

Animated graphics

The term "animated graphics" means text or images that do not remain static but that may move when viewed in a browser. Such graphics are not permitted in SEC filings.

Angel

A person or entity that provides financing to companies that have progressed beyond the start-up phase but are not yet ready for venture financing.

Arbitrage

The practice of simultaneously buying and selling the same or equivalent securities to profit from the disparity in their prevailing prices in separate markets. This activity applies to equivalent securities trading in different markets, securities with convertible features, or securities involved in mergers, tender offers or corporate divestitures.

ASCII document

The term "ASCII document" means an electronic text document with contents limited to American Standard Code for Information Interchange (ASCII) characters and that is tagged with Standard Generalized Mark Up Language (SGML) tags in the format required for ASCII/SGML documents by the EDGAR Filer Manual.

Ask

The lowest price at which someone is willing to sell a security.

Auditor

A qualified individual that examines and verifies a company's financial and accounting records and supporting documents.

Basis Point
One basis point is equal to 0.01% of the yield on a bond (i.e. 100 basis points is equal to 1%).

Bearer Bond
A security, usually a bond, that does not have the owner's name registered on the books of the issuer or on the certificate. Interest and principal, when due, are payable to the person in possession of the bond. The holder sends in or presents a coupon for payment.

Best Efforts Sale
A method of securities distribution/underwriting in which the securities firm agrees to sell as much of the offering as possible and return any unsold shares to the issuer. As opposed to a guaranteed or fixed price sale, where the underwriter agrees to sell a specific number of shares (with the securities firm holding any unsold shares in its own account if necessary).

Beta
A statistical measure that shows a fund's volatility relative to the S & P 500® Index over the last 36 months. By definition, the beta of the S & P 500 is 1.0. A fund with a beta of 1.10 tends to perform 10% better than the market in up markets and 10% worse in down markets.

Bid
The highest price at which someone is willing to buy a security.

Blue Chip
Term used to describe an established company that has a long record of stable growth or credit worthiness.

Blue Sky Law
(USA) State laws regulating the offer and sale of securities and the registration of broker-dealers. All securities issued by a company must be offered and sold in compliance with or under an exemption from blue sky laws and regulations of each state in which securities are sold. The name 'blue sky' comes from the preamble to an early Wisconsin law designed to prevent companies from selling pieces of the blue sky to unsuspecting investors.

Bond
A long-term debt security of the Government or a corporation with maturity of 10 years or more from the issue date. Interest is usually paid every six months and its face value returned, repaid at maturity.

Book or Syndicate Book
The list of investors who have indicated an interest in purchasing shares in a public offering maintained by the lead managing underwriter during the offering process.

Book-Entry Securities
Securities whose ownership are evidenced by an entry on the books of the issuer or the transfer agent and not by physical certificates.

Book Manager
The lead managing underwriter who maintains the Book.

Book Value per Share
A company's net worth (assets minus liabilities) divided by the number of shares outstanding. Tangible book value is the company's net tangible worth (tangible assets minus liabilities) divided by the number of shares outstanding.

Bookbuilding
Process pursuant to which the lead underwriter(s) in a public offering solicit institutional and retail investors to commit to subscribe to shares prior to the closing of the offering.

Bookrunner
The underwriter in charge of the bookbuilding process.

Browser
Commercially available software used for viewing on the Internet. The most popular versions are Netscape and Internet Explorer.

Buy
Purchase of a security.

Buyback
A corporation's repurchase of stock or bonds it has issued. Also, the purchase of a long position to offset a short position.

CAC-40 (Compagnie des Agents de Change 40 Index)
An index based on 40 of the largest and most liquid stocks traded on the Paris Stock Exchange.

Calendar
A schedule of securities that will be offered for sale in the near future. An individual calendar is issued for new stock offerings, municipal bonds, corporate bonds and government securities.

Call Option
Gives its buyer the right to buy or sell 100 shares of the underlying security at a fixed price before a specified expiration date. Call buyers hope the price of the stock will rise.

Capital Gain
Occurs when an investor sells an investment at a price higher than his cost basis in the investment.

Capitalization
The sum of a corporation's long-term debt, stock and retained earnings. Also called invested capital.

(CIK) Central Index Key
A unique ten-digit number assigned by the SEC, distinguishing the company or individual to which it is assigned. Used by EDGAR to identify either a submitter (LOGIN CIK) or filer.

Class
Classes of securities are securities that share the same terms and benefits. Classes of capital stock are generally alphabetically designated, e.g., 'Class C Common Stock' or 'Class A Preferred Stock'.

Class Action Suit
A lawsuit brought by one person on behalf of a larger group of individuals all having the same grievance.

(CCC) Confirmation Code
An eight-character code that EDGAR uses in conjunction with the CIK to authenticate a filer. It is case-sensitive and must contain at least one numeric character and at least one special character (*, #, @, $).

Comfort Letter or Cold Comfort Letter
A letter delivered by the auditors for an issuer at the time of a registered public offering which typically (a)confirms certain numerical information in the registration statement which can be derived from the issuer's financial records, and (b)provides limited negative assurances concerning changes in financial conditions since the last audit.

Comment Letter
(USA) A letter prepared by an examiner at the SEC setting forth the Sec's questions and comments with regard to a registration statement or prospectus. Other filings with the SEC, such as annual reports on Form 10-K and proxy statements may also be reviewed by the SEC and may be the subject of a comment letter.

Commercial Paper
An unsecured obligation issued by a corporation or bank to finance its short-term credit needs, such as accounts receivable and inventory. Maturities typically range from 2 to 270 days.

Commission Des Opérations de Bourse (COB)
The Commission Des Opérations de Bourse, or COB, is the competent authority regulating the securities industry in France.

Common Stock
Securities that represent an ownership interest in a corporation.

Confidential
Refers to portions of documents omitted from public filings pursuant to SEC rules (e.g., Rule 406 under 1933 Act).

Confirming copy
An electronic copy of a paper filing filed under Form TH (Temporary Hardship). The paper filing is the official copy and the confirming copy is an electronic duplicate.

Consolidated Financial Statements
Financial statements for a company and all of its subsidiaries as if a single enterprise rather than for the company on a stand-alone basis.

Convertible Debt
A debt obligation of a company which is convertible into stock.

Convertible Preferred Stock
Preferred stock convertible into common stock.

Corporate Bond
Debt obligations issued by corporations as an alternative to offering equity ownership. Like most municipal bonds and Treasuries, corporate bonds generally pay semi-annual interest and promise to return their principal when they mature.

Correspondence submission
A submission type EDGAR filers may use to submit non-public information, generally correspondence, to the SEC staff. Note: Some of these documents may be made public (on www.gsionline.com) after registration is declared effective.

Custodial Account
An account for the benefit of a minor with an adult as the custodian.

Data field
An identifier that labels specific information submitted to EDGAR. Data fields are created by placing angle brackets on either side of a term. An end data field is distinguishable from a begin data field by the "/" (virgule/slash) immediately following the opening angle bracket (<). For example, the beginning and end of a table would be signified by <TABLE> and </TABLE>, respectively.

DAX
A price-weighted index of the most heavily traded stocks on the Frankfurt Stock Exchange..

Day Order
An order condition that causes your order to be canceled at the end of the current day's trading if your order is not executed.

Dealer
Any individual or firm, other than a bank, which is engaged in the buying and selling of securities for itself.

Debt Capital
Capital raised through the issuance of bonds.

Delisting
The removal of a company from listing on an exchange, either because the company no longer satisfies certain minimum financial or market capitalization standards or because the company violated one of the rules or regulations of the exchange.

Derivative or Derivative Security
A financial instrument or security whose characteristics and value depend upon the characteristics and value of an underlying instrument or asset, typically a commodity, bond, equity or currency. Examples include futures, options, and mortgage-backed securities.

Dilution
Effect on earnings per share and book value per share if all convertible securities were converted or all warrants or stock options were exercised.

Direct Public Offerings
Offering of new securities to the public directly by an issuer without the assistance of an investment banking firm.

Disruptive code
The term "disruptive code" means any active content or other executable code, or any program or set of electronic computer instructions inserted into a computer, operating system, or program that replicates itself or that actually or potentially modifies or in any way alters, damages, destroys or disrupts the file content or the operation of any computer, computer file, computer database, computer system, computer network or software, and otherwise set forth in the EDGAR Filer Manual.

Distribution
The sale of a block of securities to a number of investors. Often, this is accomplished through a syndicate of investment banks or stock brokers that buy the securities from the underwriter or under- writers and sell them on to their clients.

Diversification
The allocation of assets within an investment portfolio among various types of investments.

Dividend
A distribution by an issuer to holders of the issuer's stock.

Dividend Yield
In the case of a cash dividend, a fraction representing the amount of the dividend divided by the issuer's stock price.

Document
Document is a generic term for the various forms, reports, schedules, exhibits, items of correspondence, etc., that comprise filings and other submissions. An electronic document originating with a filer or agent can only be sent as part of a submission. A document is a discrete unit of text. One or more documents comprise an electronic submission. Examples of documents include a 1933 Act registration statement, a 1934 Act Form 10-Q, or a cover letter. Each exhibit is a separate document within a submission. The SEC EDGAR system also treats each graphic file included in a submission as a separate document.

Document header
A header used within an EDGAR submission to indicate, by the appropriate use of tags and tag values, the document type, and if desired, the description of the document. EDGARLink constructs document headers for each separate document contained within a submission.

Document type: Submissions received may consist of more than one document. For example, a Form 10-K, an exhibit, and a cover letter constitute three separate documents in one submission. Each document must begin with a document header. A Form 10-K submission must contain at least one document, which is the Form 10-K.

Dollar Cost Averaging
Buying securities in a given investment at scheduled intervals at the same dollar amount over a period of time.

Dow Jones Industrial Average (Dow)
Best known stock index in the US It contains 30 New York Stock Exchange stocks and is considered a barometer of how shares of the largest US companies are performing.

Dual Listing
The listing of a security on more than one exchange. Increasingly, securities are being listed on both a local exchange and an exchange with more wide- spread coverage. In addition, issuers may list on both a US exchange and a European or Asian exchange.

Due Diligence
An examination of the books and records of an issuer and interviews with officers, partners, etc, to confirm information about the issuer's business as well as legal and accounting affairs. It typically includes a review of such matters as significant customers and suppliers; the background of key employees (to learn of prior employment problems, criminal convictions, disciplinary actions by market regulators, fraudulent resumés); material contracts; facilities; real property owned; subsidiaries; judgements and lawsuits; insurance; patents and other intellectual property rights; licenses and permits; and tax status. The phrase derives from the fact that under USA law certain persons (including the directors, underwriters and auditors) are personally liable for a misstatement of material fact in a registration statement unless they can demonstrate that after reasonable investigation they had reasonable ground to believe, and in fact did believe, that the statement was true. Conducting the due diligence examination enables these persons to raise a 'due diligence defence' if sued.

Earnings Per Share (EPS)
A fraction representing the issuer's earnings per each share outstanding.

EBIT
Earnings before interest and taxes — a financial measurement often used in valuing a company.

EBITDA
Earnings before interest, taxes, depreciation and amortization — a financial measurement used in valuing a company.

Earnings Per Share Date
Date of the last earnings announcement.

EDGAR
The term "EDGAR" – Electronic Data Gathering, Analysis, and Retrieval – refers to the computer system for the receipt, acceptance, review and dissemination of documents submitted to the SEC in electronic format.

EDGAR Filer Manual
The term "EDGAR Filer Manual" means the current version of the manual prepared by the Commission setting out the technical format requirements for an electronic submission.

Note: See Rule 301 of Regulation S-T (§232.301).

SEC’s EDGAR Filer Manual.

Effective Date
(USA) The date of the SEC order declaring the registration statement for a public offering to be effective, at which time the sale of shares to the public can commence.

Effective Par
The par value for preferred stock that would ordinarily correspond to a given dividend rate.

Electronic Data Gathering, Analysis, and Retrieval (EDGAR)
(USA) The Sec's system required to be used by substantially all public companies to file required reports, such as quarterly and annual reports with the SEC, electronically, those enabling electronic retrieval of these filings through the internet. At the present time foreign companies registered as public companies in the USA are not required to file electronically and may continue to file paper documents if they choose.

Electronic document
The term "electronic document" means the portion of an electronic submission separately tagged as an individual document in the format required by the EDGAR Filer Manual.

Electronic filer
The term "electronic filer" means a person or an entity that submits filings electronically pursuant to Rules 100 and 101 of Regulation S-T (§§232.100 and 232.101, respectively).

Electronic filing
The term "electronic filing" means one or more electronic documents filed under the federal securities laws that are transmitted or delivered to the Commission in electronic format.

Electronic format
The term "electronic format" means the computerized format of a document prepared in accordance with the EDGAR Filer Manual (e.g., HTML, ASCII).

Electronic Funds Transfer
Transferring funds between accounts and firms electronically.

Electronic submission
The term "electronic submission" means any document, such as a filing, correspondence, or modular submission, or any discrete set of documents, transmitted or delivered to the Commission in electronic format.

Employee Retirement Income Security Act (ERISA)
(USA) The Employee Retirement Income Security Act of 1974,the principal USA law regulating retirement and employee benefit plans.

Employee Stock Ownership Plan (ESOP)
(USA) A plan established by a company for the allocation of some of its stock to its employees over time, intended to motivate employees, and often providing tax benefits to the company.

Employee Stock Purchase Plan
A plan under which key employees are given the right to purchase shares of the company at a future date on favourable terms. Under the USA Internal Revenue Code, if a plan meets certain requirements, employees can purchase stock at 85%of market price without any USA tax consequence, though the rules in other countries are different.

Employee Stock Repurchase Agreement
An arrangement in which a corporation sells stock to its employees but reserves the right to repurchase it under certain conditions.

EURONEXT
The stock market entity resulting from the merger of the Amsterdam, Brussels and Paris stock exchanges, signed in September 2000.

EURO.NM
A pan-European grouping of regulated markets dedicated to growth companies. The members of EURO.NM and their respective growth markets currently include the ParisBourse (Le Nouveau Marche'), the Deutsche Boerse (Neuer Markt), the Amsterdam Exchanges (EURO.NM Amsterdam), the Brussels Exchanges (EURO.NM Belgium) and the Italian Exchange (Nuovo Mercato).This grouping is being disbanded at the end of 2000.

Exchange
The marketplace in which shares, options and futures on stocks, bonds, commodities and indices are traded.

Exchange Act
The term "Exchange Act" means the Securities Exchange Act of 1934. For a copy of the SEC Handbook covering the Exchange Acts, click here to order the annually updated printed copy or see a PDF or HTML version.

Executable code
The term "executable code" means instructions to a computer to carry out operations that use features beyond the viewer's, reader's, or Internet browser's native ability to interpret and display HTML, PDF, and static graphic files. Such code may be in binary (machine language) or in script form. Executable code includes disruptive codes.

Exemption or Exempt from Registration
(USA) An exemption from the statutory requirement to register the offer and sale of a security with the SEC under the Securities Act of 1933. Exemptions are provided for certain types of securities (eg. government issues and pension plans) and certain types of transactions (eg. private placements and offerings to existing security holders).

Expense Allowance
An amount paid by the issuer of a security to an underwriter (most common in smaller, higher risk offerings) to reimburse it for expenses incurred in connection with a securities offering. An expense allowance may be accountable (reimbursement against documented out-of-pocket expenses) or non-accountable (typically a percentage of the offering amount without documentation of the expense).

FASB
(USA) The Financial Accounting Standards Board. The quasi-private body primarily responsible for developing rules governing USA generally accepted accounting practices.

File number
A number assigned by the SEC to registrations, applications, and reports.

Filer
A person or entity on whose behalf an electronic filing is made.

Filing agent
A third party such as RR Donnelley, law firm or other party that submits filings on behalf of a filer.

Filing types
A distinct type of submission that must be filed pursuant to the federal securities laws (e.g., 1934 Act Form 10-K or a preliminary proxy statement).

Final Prospectus
The final version of a prospectus which includes the final price, delivery date and the underwriting spread; it is given to all investors who wish to purchase the issue.

Financial Services Authority (FSA)
The Financial Services Authority is an independent non-governmental body in the UK, which exercises statutory powers under the Financial Services Act 1986 and the Banking Act 1987 (and certain other legislation). The FSA is the competent authority regulating the securities industry in the UK, being created by the merger of functions previously performed by the Securities Investment Board, or SIB, Investment Management Regulatory Organization, or IMRO, the Bank of England and other agencies.

Firm Commitment
A type of underwriting whereby the underwriter agrees to purchase the entire issue from the issuer, regardless of his ability to sell the securities to the public. Any unsold shares cannot be returned to the issuer. Also called a "Firm Commitment Underwriting."

Firm Commitment Underwriting
A type of underwriting whereby the underwriter agrees to purchase the entire issue from the issuer, regardless of his ability to sell the securities to the public. Any unsold shares cannot be returned to the issuer.

First Preferred Stock
Preferred stock which takes precedence over other preferred and common stock with regard to dividends and assets.

Fixed Income Securities
Securities that obligate the borrower to pay the owner interest during the term of the loan and to return the principal or face value, when the loan matures. A variety of institutions issue debt obligations including the US government, state and local governments, publicly held companies, banks, and savings and loans.

Flipping
Term for the practice of subscribing to a new security offering and quickly selling it in the aftermarket.

Float or Free Float or Public Float
The number of shares not held by corporate insiders that are freely tradable in the public market or markets on which a company's securities are listed.

Flowback
(USA) Term used to describe securities initially offered outside the USA, that are subsequently resold to USA residents, which may be in violation to applicable restrictions or registration requirements.

Follow-on Investment
An additional investment by existing investors, which may be provided for in documentation relating to the initial investment.

Form Filed
The Securities and Exchange Commission (SEC) requires issuers to file information regarding their corporate status and developments on various forms, depending on the type of event or information that is being reported. Typically, a US issuer conducting an IPO will file on Form S-1. Alternatively, a foreign issuer files for its IPO on Form F-1.

Form ID
The form used to apply for access codes needed to use EDGAR, namely the CIK, Password, CCC, and PMAC. Download Form ID

Forms F-1, 2 and 3
For foreign companies; correspond with Forms S-1, 2,and 3 described below:

Form S-1
The most complete version, required for initial public offerings;

Form S-2
Short version, used for public companies already registered under the Securities Exchange Act of 1934 which are up to date with their filings and with payments to security holders;

Form S-3
Short version, used for public companies already registered under the Securities Exchange Act of 1934 which meet certain additional conditions;

Form SB-2
Similar to Form S-1,but somewhat abbreviated, for small business issuers; and

Form SE
A Form "Separate Exhibit" accompanies all exhibits to electronic filings that are submitted in paper. Download Form SE

Form TH
The form used to notify the Commission that the filing is being made in paper pursuant to a temporary hardship exemption, as specified by Rule 201 of Regulation S-T. Download Form TH

Form U-7
A form of registration at the state level for offerings by small businesses which are exempt at the federal level because they are below $1 million. Requires somewhat less disclosure.

Forms 3, 4 and 5
Reports to the SEC required to be made under Section 16 of the Securities Act of 1934 by directors, executive officers and certain other insiders of a public company, reporting their trades in securities of that company or its subsidiaries;

Form 6-K
The form filed with the SEC by foreign companies subject to the USA public company reporting rules for the filing of information that:
(a) the company is required to make public under the laws of its jurisdiction of incorporation,
(b) it files with the securities exchange on which its securities are traded and which was made public by that exchange, or
(c) it distributes to its stockholders;

Form 8-A
The form filed with the SEC to register a company's class of securities under the Securities Exchange Act of 1934;

Form 8-K
A form required to be filed with the SEC by any USA public company upon the occurrence of certain events such as a change in control of the company, significant acquisitions or dispositions of assets, bankruptcy or receivership of the company, changes in the company's independent accountants and certain resignations of the company's directors;

Form 10-K
A form required to be filed annually with the SEC by any public company with a class of securities registered under the Securities Exchange Act of 1934;

Form 10-Q
Same as above, but abbreviated and filed quarterly; and

Form 20-F
The form filed with the SEC by most foreign companies to either (a) register securities under the Securities Exchange Act of 1934,or (b) file annual reports under the Securities Exchange Act of 1934.

Forward Pricing
(USA) The SEC requirement that open-end investment companies (popularly called mutual funds) set their share price based on net asset value and base all incoming buy and sell orders on the immediately subsequent net asset value.

FTSE 100
An index based on the stock of the top 100 companies traded on the London Stock Exchange.

GAAP (Generally Accepted Accounting Principles)
Rules and procedures generally accepted within the accounting profession. The Financial Accounting Standards Board is the body primarily responsible for developing rules governing US generally accepted accounting practices.

GDR or GDS (Global Depositary Receipts or Global Depositary Shares)
A GDR is a negotiable certificate that represents an ownership interest in a specified number of securities that have been deposited with a depositary by the holder of such securities. A GDR is the physical certificate that evidences GDSs (in much the same way that a stock certificate evidences shares of stock), and a GDS is the security that represents an ownership interest in the underlying securities of a corporation that have been deposited with the
depositary. GDRs are generally used to facilitate the trading of a particular security in more than one international market.

Global Coordinator
The lead underwriter in simultaneous public offering in several countries or on several exchanges (e.g. joint Nasdaq/Euronext offering). The Global Coordinator is responsible for coordinating the activities of the several underwriters responsible for their respective offering markets.

Going Effective
(USA) The time at which the SEC declares a registration statement effective under the Securities Act of 1933,so that sales (not just offers )of the securities being registered can be made.

Going Private
The transformation of a company from public to private ownership status, usually used in the context where old management remains involved with the company. A company may go private either by repurchasing its publicly traded shares or by having a third party purchase all, or substantially all, of the company's outstanding shares.

Going Public
Industry term used to describe the initial sale of shares of a privately held corporation to the public. To fund corporate expansion, a company may go public to raise capital. See Initial Public Offering.

Golden Handcuffs
A method of insuring that key employees remain with the company for a certain period of time by granting the employees options or restricted shares of stock that vest over a period of time.

Green Shoe or Shoe
Term for an underwriter's over-allotment option. This name derives from the fact that the over- allotment option technique was first used in a public offering of the securities of The Green Shoe Company.

Gross Spread
The difference (spread) between a security's public offering price and the price paid to the issuer by an underwriter. The spread consists of the syndicate manager's fee, the underwriter's discount, and the selling concession offered to members of the selling group.

HTML document
The term "HTML document" means an electronic text document tagged with HyperText Markup Language tags in the format required by the EDGAR Filer Manual.

Header information
The term "header information" means information designated by the EDGAR Filer Manual to precede the text of each electronic submission and document submitted therewith via EDGAR that identifies characteristics of the submission and documents in order to facilitate electronic processing by the EDGAR system.

Highly Confident Letter
A letter from an investment bank indicating that it is highly confident that it will be able to raise financing for a transaction, but without legally obligating itself to do so.

Hypertext links or hyperlinks
The term "hypertext links" or "hyperlinks" means the representation of an Internet address in a form that an Internet browser application can recognize as an Internet address.

Initial Public Offering (IPO)
The first public distribution of stock from a company that has not been publicly traded before.

Inside Spread or Inside Quote
The difference between the highest bid and lowest ask price being quoted by market makers for a security.

Insider Trading
The term commonly used in reference to the buying and selling of the company's securities based on material information relating to the company that has not been made public. Insider trading according to this definition is against the law in most countries. The term may also be used to refer to the buying and selling of shares of a public company by its officers, directors and major stockholders. In the USA transactions by officers, directors and 10% stockholders must be reported monthly to the SEC under Section 16 of the Securities Exchange Act of 1934. Reporting rules for similar trading may also exist in other countries or markets.

Institutional Investor
An institution such as an investment company, mutual fund, insurance company, pension fund, or endowment fund, which generally has substantial assets and experience in investments. In many countries, institutional investors are not protected as fully by securities laws because it is assumed that they are more knowledgeable and better able to protect themselves. They account for a majority of overall trading volume in most major securities markets.

Intellectual Property
Patents, copyrights, trademarks, trade secrets and similar rights in ideas, concepts, etc.

Investment Banker
A person or firm engaged in the investment banking business, which typically includes activities such as underwriting the sale of securities, valuing businesses, advising on the financial aspects of mergers and acquisitions, etc.

Investment Company Act
The term "Investment Company Act" means the Investment Company Act of 1940. For a copy of the Investment Company Act, click here to order the annually updated printed copy or see a PDF or HTML version.

Investment Services Directive (ISD)
A Directive produced by the European Commission regarding the provision of investment services within the member states of the European Union. The Directive has been described as the 'passport to Europe' for securities houses. The key feature of the Directive is that of 'mutual recognition', in that:
a)any firm approved to provide investment services within its home state is mutually recognized by all other member states as being allowed to provide the same services within those other member states; and
b)any stock market or exchange that is recognized by its Competent Authorities within one member state is mutually recognized in all other member states as being allowed to offer its services (including the installation of trading system computer terminals) within those other member states.
The result of ISD will be a borderless single marketplace for securities covering all member states of the European Union.

IRA
An Individual Retirement Account in which some or all of the contribution may be deductible from current taxes, depending on the individual's adjusted gross income and coverage by an employer sponsored retirement plan.

Issuer
An entity, such as a corporation, municipality or government, that has the power to issue and distribute securities.

Lead Underwriter
See Managing Underwriter

Leveraged Buy-out (LBO)
The acquisition of a company by members of management or outside investors with financing from investment bankers or other third parties. The financing is typically secured by the target company's assets with repayment generated from the company's retained or future earnings or sales of certain of its assets.

Limited Liability Company or LLC
A non-incorporated association that resembles a corporation in some ways and a partnership in others. Under USA law, an LLC generally will be taxed as a partnership (meaning it will not pay separate income tax as an entity), but will enjoy the limited liability of a corporation.

Listed Security
A security that has been accepted for trading on an exchange. To become a listed security, the issuer must satisfy the listing requirements of the exchange. Shares that are not listed may be sold over-the-counter'.

Listing Requirements
The standards to be satisfied for a security to be admitted to trading on an exchange. Listing requirements vary among exchanges but commonly include financial standards and levels of market capitalization.

Lockbox
The term used to describe the arrangement with the US Treasury-designated depository to collect and deposit checks, money orders, cash, and wire transfers to an SEC account at the depository.

Lock-up Agreement
Agreement between an underwriter and certain stockholders of a company requiring the stockholders to refrain from selling their shares in the public market for a specified period after a public offering. In the USA this period is customarily 180 days after an IPO and 90 days after subsequent offerings, but may range from as little as 30 days to as much as one year or more.

Lockup Period
The lead underwriter typically restricts insiders from selling their shares for a period of time — usually 180 days — from the effective date of the offering. However, the lead underwriter has the option of lifting the lockup period earlier.

Management Buy-in
A transaction in which a manager or management group from outside a company buys in to that company, often with the assistance of venture capital investors.

Management Buyout (MBO)
A transaction in which the current operating managers of an existing company and investors purchase that company or a business activity or range of products of that company.

Managing Underwriter
The leading underwriter of the underwriting group. The managing underwriter is empowered to act as agent for the underwriting group, and is also known as the Syndicate Manager.

Market Authority
Governing entity of a stock exchange or trading system responsible for market regulation, approval of members, admission to and cancellation of listing and operation of the trading system.

Market Capitalization
The dollar value placed on a company by the market, calculated by multiplying the total number of shares outstanding by the current share price.

Market Indicators
A variety of indices that give an indication of the overall direction and strength of the market.

Market Maker
Brokerage and securities firms that are required by the rules of a stock market or exchange to both buy and sell securities of a quoted company, for which they act as market marker, at bid and offer prices which they quote. All Nasdaq-traded and EURONEXT-traded companies are required to have two or more market makers.

Market Order
An order which instructs a broker to execute an order as quickly as possible at the best price available. During market hours, this means orders for widely traded securities will usually execute at or close to the current quotation. Buy orders will execute at or close to the "ask" price and sell orders will execute at or close to the "bid" price.

Master segment
In EDGAR, a segment, referred to as a subordinate segment, is a document (partial or whole) that is to be included into a submission once EDGAR has processed it. The master segment is the final submission you transmit to EDGAR that incorporates all the previously submitted subordinate segments. For HTML filings, segments must contain complete documents. Partial documents can only be filed in the ASCII format.

Maturity Date
The date on which the principal amount of a loan, bond, or any other debt instrument becomes due and is to be paid in full.

Maturity Date
The date at which the face value and final interest payment of a fixed income security (for example, bond or note) is due and payable by the debt issuer.

MD&A (Management Discussion and Analysis)
(USA) A required part of the disclosure in a registration statement under the Securities Act of 1933 or Form 10-K or 10-Q under the Securities Exchange Act of 1934,where management of the issuer explains, in narrative form, the financial results of operations and financial liquidity of a company.

Merchant Bank
A firm investing its own funds for its own account, often acquiring a controlling interest in a company.

Modular submission
The term "modular submission" means an electronic submission that contains one or more documents, or portions of a document, submitted for storage in the non-public EDGAR data storage area for purposes of subsequent inclusion in one or more electronic filings pursuant to Rule 501(a) of Regulation S-T (§232.501(a) of this chapter). For HTML filings, modules must contain complete documents. Partial documents can only be filed in ASCII format.

Municipal Bonds
A bond issued by a state, municipality, or revenue district. Municipal bonds exempt from federal and, in some cases, state and city taxes.

Mutual Fund
An investment company that pools money from shareholders and invests in a variety of securities, such as stocks, bonds and money market instruments.

NASD
The National Association of Securities Dealers is a self-regulating organization, like the New York Stock Exchange, that is responsible for regulating its members. Most broker-dealers are members. The NASD operates the NASDAQ stock market.

Nasdaq-100
An index based on the Stock of the top 100 companies traded on the Nasdaq National Market.

Nasdaq-Amex Market Group
In October 1998, Nasdaq (qv) and the American Stock Exchange (qv) combined into one corporate organization: The Nasdaq-Amex Market Group.

Nasdaq National Market (formerly NASDAQ NMS)
The larger and higher quality of the two markets administered by The Nasdaq Stock Market, Inc. The Nasdaq National Market is now the second largest stock market in the world in terms of volume of shares traded. The Nasdaq markets are not physical stock exchanges in the traditional sense and do not have an exchange floor, but instead use computer- based trading and trade support systems. In October 1998, Nasdaq and the American Stock Exchange combined into one corporate organization: The Nasdaq-Amex Market Group.

Nasdaq Stock Market
The Nasdaq Stock Market (based in Washington, D.C.,USA) has two tiers, the Nasdaq National Market and the Nasdaq SmallCap Market. Each tier has its own set of financial requirements that a company must meet to list its securities. Nasdaq also operates the OTC Bulletin Board. The Nasdaq markets are not physical stock exchanges in the traditional sense and do not have an exchange floor, but instead use electronic trading and support systems. In 1998, Nasdaq and the American Stock Exchange combined into one corporate organization: The Nasdaq-Amex Market Group.

Nested
Certain data fields that must appear together are "nested". In the tables beginning with Section 4.6, the lead fields are shown first in nested groupings. The fields that must follow are shown with the same number plus an alpha designation (e.g., 5, 5a, etc.) When you use nested fields, not all of the possible nested fields may apply to your situation. You should only use the fields that apply. Certain nested field sets also require an end field.

Net Worth
The value of your personal assets (including your home, contents of your home, car(s), investments, retirement plans, and insurance) minus any outstanding obligations (mortgage, outstanding loans and credit card debt).

New Issue
A security being offered to the public for the first time. New issues may be initial public offerings by private companies going public or additional securities of corporations already public.

Non-public
Information that is not disseminated publicly. Correspondence is non-public information, but it is not considered “confidential.” Such information may be disclosed if requested pursuant to the Freedom of Information Act.

N-SAR
Investment Management Semiannual Report.

Nouveau Marché
Le Nouveau Marché (based in Paris, France) was established in 1996 and is a market dedicated to innovative companies with high-growth potential. It is managed by ParisBourse SA.

NYSE
The oldest and largest stock exchange (founded in 1792) in the US Located in New York City, it is where more than 3,000 (common and preferred) stocks are traded. Also known as the Big Board or The Exchange.

Official filing
The term official filing means any filing that is received and accepted by the SEC, regardless of filing medium and exclusive of header information, tags and any other technical information required in an electronic filing.

Open
The price at which a security opened for trading on a given day.

Open-End Fund
A mutual fund with no limit to the number of shares that can be issued. These shares are purchased directly from the fund company itself, or through a brokerage firm.

Operating Ratio
A company's operating expenses divided by its operating revenues, or more generally, any of a number of ratios measuring a company's operating efficiency, such as sales to cost of goods sold, net profits to gross income, operating expenses to operating income, and net profit to net worth.

Option
A contract that permits the owner (depending on the type of option held) to purchase or sell a security at a specific ("strike") price until a specified expiration date. An option to purchase a security is a "call." An option to sell a security is a "put." See Call Option and Put Option.

Organizational Meeting
In the public offering process, the first meeting after the underwriter or underwriters have been selected, attended by representatives of the issuer, the underwriters, their respective lawyers and the issuer's accountants. The initial portion of the meeting is typically spent reviewing the timetable for the proposed public offering, with the remainder being used to familiarize the underwriters and their lawyers with the company's business.

Paper format
The term "paper format" means a paper document.

Password
A unique, eight-character, confidential code assigned to EDGAR participants that must be used in conjunction with the CIK number. The two codes must "match" to access EDGAR. Use the Form ID to apply for a password. The code is case-sensitive and must contain at least one numeric character and at least one special character (*, #, @, $). The password expires after one year.

PDF
Portable Document Format.

PDN
Public Data Network.

Plain English
(USA) The SEC rules requiring issuers to write the cover page, summary, and risk factors section of prospectuses in plain English to make prospectuses more clear, concise and understandable.

PMAC
Password Modification Authorization Code. An eight-character, confidential code that authenticates a request to change a password. The code is case-sensitive and must contain at least one numeric character and at least one special character (*, #, @, $).

Poison Pill
The most famous anti-take-over device. It normally takes the form of granting existing stockholders (other than stockholders who acquire more than a certain percentage of the company) the option (which can only be exercised upon certain events) to buy more stock on very favourable terms as a way of diluting the position of the person trying to take control.

PORTAL
'Private Offerings, Resale and Trading through Automated Linkages'. A market created by The Nasdaq Stock Market for the trading of certain foreign and domestic securities through an automated quotation and communications system that facilitates private offerings, resales, trading, clearance and settlement of securities offered to Qualified Institutional Buyers under Rule 144A.

Power of Attorney
A legal document that enables one person to legally act on behalf of another person.

Preferred Stock
A preferred stock is a type of capital stock that pays dividends at a set rate. Generally, dividend payments to preferred holders must be made before common stock dividends can be paid. Preferred stocks usually do not have voting rights.

Pre-IPO Capital/Fund
'Late round' venture capital financing in connection with a company's expansion phase, as it solidifies its market share. A 'Pre-IPO Fund' is a venture capital fund focusing on late round financing.

Preliminary Prospectus
The first document released by the underwriter of a new issue to prospective purchasers during the cooling-off period. The preliminary prospectus includes information about the offering and about the company, but does not contain all the information that will be included in the final prospectus. The preliminary prospectus is also known as the "red herring."

Premium Bond
A bond that is selling above its face value or redemption price.

Price Earnings Ratio
Price of a stock divided by earnings per share.

Principal
The amount of money that is financed, borrowed, or invested.

Private Placement
A type of offering exempt from registration that allows the issuing company to avoid registration requirements and save underwriting fees by offering company shares directly to institutional and accredited investors.

Private Placement Memorandum (or Private Offering Memorandum, Private Offering Circular or Offering Circular)
A document used to describe securities being offered on a private basis rather than in a public offering exempt from the registration requirements of national competent authorities, or in the USA exempt from registration under the Securities Act of 1933. It may contain much of the same information that would be included in a prospectus.

Prospectus
A printed document that summarizes a corporation's registration statement for a new issue of non-exempt securities that was filed with the SEC. It details material information about the corporation and the security being issued. A prospectus must be given to all buyers and potential buyers of the new issue.

Prospectus Directive
A Directive of the European Commission requiring the implementation into the national law of all member states of the European Union of a set of common standards for securities prospectuses. A key feature of this Directive is that of 'mutual recognition', i.e. that a prospectus that has been approved by the appropriate competent authority of one member state is mutually recognized by the competent authorities of all other member states.

Proxy
A written authorization by a shareholder allowing a representative to vote for or against business proposals and directors at annual meetings.

Public Offering
An offering of new securities to the public at an offering price that has been agreed upon by the issuer and the lead underwriter. This can only be done after the issue has been registered with the SEC. The term is also used when referring to a secondary distribution of securities previously issued.

Public Offering Price
The price at which a new issue is offered to the public by underwriters.

Public Utility Act
The term "Public Utility Act" means the Public Utility Holding Company Act of 1935.

Put Option
Gives the buyer the right to sell a number of shares of stock at a price until the option's expiration date. Put buyers hope the price of the stock will fall. See Call Option.

Quiet Period
The period during which an issuer is prohibited from engaging in promotional publicity for the issue. This interval begins during the pre-filing period and lasts for either 40 or 90 days after the effective date.

Real Estate Investment Trust (REIT)
A company that has been established to own and manage a portfolio of real estate investments. Investors may purchase shares of the portfolio in much the same manner as they purchase stock.

Red Herring
See Preliminary Prospectus.

Registered Securities
Securities issued in a form allowing the owner's name to be imprinted on the certificate and allowing the issuer to maintain records as to the identity of the owners .Also commonly used in the USA in reference to securities that are registered under the Securities Act of 1933.

Registrant
The term "registrant" means an issuer of securities for which a Securities Act registration statement is required to be filed and/or an issuer of securities with respect to which an Exchange Act registration statement or report is required to be filed and/or an investment company required to file an Investment Company Act registration statement or report.

Registration
The process of filing the necessary documentation with the appropriate authorities for an offering of securities to the public, and having this registration approved or declared effective. In Europe, filing is generally made with the stock market(s) on which the stock is to be traded, as well as with the competent authorities for such filings in the home country of the stock market(s). In the USA, the registration statement is filed with the SEC, which also declares it effective.

Registration Rights
The contractual right of a stockholder to participate in the registration of the issuer's stock for resale in the public market.

Registration Statement
(USA) The document required by the Securities Act of 1933 to be filed with the SEC by the issuer of securities before a public offering can be made. The most frequently used registration statement forms include those shown below, definitions for which can be found under 'F' in this glossary.

• Forms F-1, 2 and 3
• Form S-1
• Form S-2
• Form S-3
• Form SB-2
• Form U-7
• Forms 3, 4 and 5
• Form 6-K
• Form 8-A
• Form 8-K
• Form 10-K
• Form 10-Q
• Form 20-F

Regulation A (or Reg A)
(USA) A regulation under the Securities Act of 1933 providing for a simplified form of filing with the SEC, used for certain public offerings of not more than $5,000,000 and exempting such offerings from full registration.

Regulation D (or Reg D)
(USA) A regulation under the Securities Act of 1933 which exempts limited offers and sales of securities from registration if the offering satisfies certain requirements as to the number and nature of investors and the value of the offering. Advertising and resale are restricted. In general, Rule 504 of Reg D is used for offerings of $1 million or less; Rule 505 of Reg D is used for offerings of $5 million or less, with no more than 35 purchasers who are not Accredited Investors; and Rule 506 of Reg D is used for offerings over $5 million, with no more than 35 purchasers who are not Accredited Investors, but who must be either sophisticated or represented by a Purchaser Representative.

Regulation S (or Reg S)
(USA) A regulation under the Securities Act of 1933 which exempts from registration certain offers and sales of securities made outside of the United States by USA or foreign issuers.

Regulation S-K
(USA) An SEC regulation which sets forth in detail the information to be disclosed in registration statements and periodic reports of public companies.

Regulation S-X
(USA) An SEC regulation that sets forth in detail the requirements as to the form and content of financial statements used in registration statements and periodic reports of public companies.

Reporting Company
(USA) An issuer subject to the periodic reporting requirements of the Securities Exchange Act of 1934,such as the requirements to file Form 10-Ks and Form 10-Qs.

Restricted Security
(USA) A security which has not been registered under the Securities Act of 1933 and may only be resold in certain ways.

Retail Investor
A non-institutional investor who purchases securities for his or her own account.

Return copy
A copy of an accepted filing posted on the Filing website and available to registrants and co-registrants only. A Return Copy must be requested in the submission header so that EDGAR can generate one. Return copies are available for seven business days after the submission is received by EDGAR.

Rights
Rights allow existing shareholders of a corporation to subscribe to shares of a new issue of common stock before that stock is offered to the public. A right usually has a limited life, is transferable, and entitles the holder to buy the new common stock below the Public Offering Price.

Risk/Return Factor
The relationship between an investment's growth potential and its exposure to loss.

Road Show
The process by which underwriters acquaint potential institutional investors with the products, people and finances of a company planning to go public. Generally, this presentation is a face-to-face meeting, but online and video presentations may become commonplace in the future.

Rule 144
(USA) An SEC rule specifying the conditions under which a holder of unregistered securities may publicly sell them without filing a Registration Statement.

Rule 144A
(USA)An SEC rule that permits the private placement of securities to institutional investors which are Qualified Institutional Buyers through an underwriter or placement agent. Rule 144A securities are typically eligible for trading on PORTAL.

Schedule 13D
(USA) A form required to be filed with the SEC by any person or entity that acquires a 5%or greater ownership interest in a public company; setting forth identifying information about the investor, the source of funds used to purchase the securities and, most importantly, the investor's intent with respect to attempting to take control of the issuer.

Schedule 13G
(USA) A shorter form than Schedule 13-D that some 5%owners who do not intend to assert any control can file in lieu of filing a Schedule 13D. Also used for persons who acquired their 5%interest prior to an issuer's IPO.

S Corporation (or Sub-chapter S Corporation)
(USA) A small business corporation permitted to be taxed substantially, as if it were a partnership or individual proprietorship (no corporate tax; corporate losses can be claimed by the shareholders and corporate profits are taxed directly to the shareholders).

SEC
US Securities and Exchange Commission.

Securities Act
The term "Securities Act" means the Securities Act of 1933. For a copy of the SEC Handbook, click here to order the annually updated printed copy or see a PDF or HTML version.

Second Preferred Stock
Preferred stock which has rights subordinate to those of other preferred stock on dividend and assets.

Secondary Distribution/Shares (or Secondary Offering)
A public offering of a security by a selling holder of securities. The term secondary offering is also sometimes used more generally in reference to any public offering other than an IPO.

Secondary Market
The trading in existing or outstanding shares of securities as opposed to new issues, or initial public offerings. Transactions in the secondary market occur either on an exchange or in the over the counter market.

Securities Act of 1933
An act of Congress which governs the issuance of new issues of securities. It requires the registration of securities, disclosure of pertinent information relating to new issues so that investors may make informed decisions. The oversight of this function is the responsibility of the Securities and Exchange Commission (SEC).

Securities and Exchange Commission (SEC)
(USA) The primary USA federal regulatory agency for the securities industry, whose responsibility is to promote full disclosure and to protect investors against fraudulent and manipulative practices in the securities markets. The SEC enforces, among other acts, the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940 and the Investment Advisers Act. The supervision of dealers is delegated to the self-regulatory bodies of the exchanges.

Securities Exchange Act of 1934 (also '1934 Act' or '34 Act')
(USA) A Federal law which regulates stock markets, trading in stock markets, and on-going disclosure by public companies traded on those stock markets.

Segmented filing
The term "segmented filing" means an electronic format document assembled from segments previously submitted to the non-public EDGAR data storage for one-time inclusion in an electronic filing pursuant to Rule 501(b) of Regulation S-T (§232.501(b) of this chapter).

For HTML filings, segments must contain complete documents. Partial documents can only be filed in ASCII format.

SGML
Standard Generalized Mark-up Language.

Self-regulatory Organization (SRO)
(USA) Non-government organization which has statutory responsibility to regulate its own members through the adoption and enforcement of rules of conduct for fair, ethical and efficient practices. Examples include NASD and the national securities and commodities exchanges.

Sell
To sell a security you own.

Sell Short
Selling a stock not owned in the hope that the price will go down. The seller must indicate that the sale is a short sale when the order is entered. If available, the stock may be borrowed from a brokerage firm for delivery to the buyer and must be bought back at a future date.

Selling Group
A group of broker dealers hired by the underwriters to act as their agent in order to sell a new issue. The selling group members must abide by the selected dealer agreement which outlines the terms of the relationship with the underwriting group.

Senior Debt
A debt instrument which expressly has a higher priority for repayment than that of general unsecured creditors. Typically used for long-term financing for low-risk companies or for later-stage financing.

Shelf Registration
(USA) A registration statement that covers securities that are not to be sold in a single offering immediately upon effectiveness, but rather are proposed to be sold over a period of time or on a continuous basis.

SIC Code
Abbreviation for Standard Industrial Classification. Each 4-digit code represents a unique business activity.

Spinoff
The creation of a new independent company from a existing company by the transfer of the assets of part of the company to a new corporation and the distribution of stock of that new corporation to stock holders of the old one.

Split
When a company increases the number of shares it has outstanding. In a two-for-one split, each share is split into two. The investor's percentage of equity in the company remains the same. So, if you had 100 shares valued at $50, each, after the split you would have 200 shares valued at $25 each. Companies often split their stock when the price gets too high. There are also reverse splits, when companies decrease the number of shares outstanding.

Spread
The difference between a new issue's public offering price and the proceeds received by the issuer — commonly know as the "underwriting spread".

Standard & Poor's 500 (S&P 500)
A market-value weighted index of the 500 largest stocks in the USA markets maintained by Standard & Poor Corporation. Generally considered to be a benchmark of the overall USA stock market.

Start-up
A company at its initial stages of development -even before set-up -that typically has little or no earnings and revenues. Start-up capital is typically provided for product development and/or initial marketing.

Submission
A submission is the fundamental unit of information that is transmitted to EDGAR for receipt, validation, and acceptance. It is the conveyance of a document or series of documents, in electronic format, to the SEC via EDGAR.

Suspended filing
Filings that have not successfully passed EDGAR’s accepta