Disclosure Package

In connection with Securities Offering Reform in 2005, the SEC adopted Securities Act Rule 159, which provides that any information conveyed to a purchaser after the time of sale will not be taken into account for purposes of determining liability under Securities Act Section 12(a)(2). As a result, it is necessary to convey to investors prior to the time of sale a package of information, the disclosure package, that is complete and accurate in all material respects in order to avoid liability under Section 12(a)(2). For example, in the case of a company that has filed a registration statement that contains a preliminary prospectus relating to an offering of its common stock, all of the material information is contained in (or incorporated by reference in) the preliminary prospectus except the pricing information. The underwriters can orally confirm to investors the pricing information at the time of sale or can file a free writing prospectus to do so. See also “Time of Sale.”