Vonage Free Writing Prospectus

Bill Sjostrom —  8 May 2006

It looks like Vonage is taking advantage of recently liberalized SEC rules that allow the use of written marketing materials during the IPO waiting period. It recently filed this letter as a “free writing prospectus.� Here’s the body of the letter:

As you may know, Vonage has filed a registration statement with the Securities and Exchange Commission (SEC) related to its proposed initial public offering (IPO) of common stock. Because much of our success is attributable to our customers, we have asked the underwriters of the IPO to reserve shares of common stock for sale to certain Vonage customers at the IPO price in a Directed Share Program.

You may be eligible to participate in the directed share program if you meet certain eligibility requirements, including having been a Vonage customer from December 15, 2005 through February 1, 2006. You do not need to continue to be a Vonage customer in order to participate. Further information about the terms and conditions of the Directed Share Program, including the eligibility requirements and the process for participating in the program, are available in our registration statement and at the following website:

www.vonageipo.com

Presumably the letter will be emailed to current Vonage customers. According to Dealbook, up to 13.5% of the IPO shares will be reserved for the Directed Share Program.

Under old SEC rules, the only written materials that could be used to market an IPO during the waiting period were preliminary prospectuses and tombstoned ads. Now, an IPO company is free to email out any marketing materials during the waiting period so long as the email includes an active hyperlink to the preliminary prospectus.

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  1. TRUTH ON THE MARKET » Vonage commits technical violation of Securities Act - May 23, 2006

    […] I blogged earlier about Vonage taking advantage of recently liberalized SEC rules that allow the use of written marketing materials during the IPO waiting period (see here). Specifically, they emailed a letter to their customers regarding a directed share program. They then followed up the letter with a voicemail blast (see here). All this is allowed under SEC regulations provided certain conditions are met. Well it seems that Vonage dropped the ball on some of the conditions. They failed to include a hyperlink to their latest preliminary prospectus in the email. They also did not include all required information in the voicemail blast. […]