Offering Memos . . ,

or memorandums, refer to written descriptions of securities offerings used to raise funds for company operations or expansion. They are usually prepared by management and company counsel and contain descriptions of the amount and type of security offered, the terms of the offering, the company's background and prospects and the risks associated with purchasing company securities. Offering memos are sometimes referred to as private placement memos when they are used in private offerings of securities. The term prospectus is used to refer to an offering memo used in a public offering. See: Blue Sky Laws, Private Placements, Prospectus, Public Offerings, Reg D, Restricted Securities, Safe Harbors, SEC (Securities and Exchange Commission), 10b5, 33 Act.