Blue Sky Memorandum

Summary

A Blue Sky Memorandum is a document prepared by counsel for issuers of securities as a presentation to underwriters and broker-dealers of the applicability of and compliance by the issuer with registration and qualification requirements in each state in which securities are to be offered, or the availability of an exemption in each of those states. In the Blue Sky Memorandum, requirements of each state in which the offering will be made are addressed, and the status of the issuer's compliance is detailed. This is a form of Blue Sky Memorandum for an offering of common stock with a concurrent rights offering.