About IPOs

The process is ultimately regulated by the U.S. Securities and Exchange Commission, since the end state is the sale of common stock in the company "going public." A stepwise explanation of the IPO process appears below:

1. Select an Investment Bank: acts as an advisor and performs the underwriting function. Companies typically select the investment bank based on their industry experience. The underwriter establishes the schedule for the issue, pricing of the stock, as well as the distribution of shares.

2. Letter of Intent: drafted between the issuing company and investment bank / underwriter. This letter spells out the terms and conditions by which the issuing company and underwriter will conduct the IPO. This includes the fee structure, as well as a firm commitment by the underwriter. A firm commitment is an agreement by the underwriter to purchase all issues of the security. The underwriter would then resell these securities to the public.

3. Assemble Syndicate: if the issue is large, the underwriter will engage a syndicate of underwriters to help with the sale of the securities.

4. SEC Filing: with the help of the underwriter, the company will file a Form S-1 with the U.S. Securities and Exchange Commission (SEC). This form will contain basic business and financial information with respect to the securities offered. The form will also be the basis for a prospectus to aid in the marketing of the initial public offering. This document is often referred to as a Red Herring prospectus.

5. Marketing: once the S-1 is approved by the SEC, the underwriter will begin the process of marketing the IPO to both private investors as well as institutional investors. These investors can place "market orders" for shares of stock. No shares can be sold at this point, only orders are recorded.

6. Effective Date: once the marketing phase is completed, the underwriter will file an acceleration request with the SEC. This request will establish the date of the IPO.

7. Underwriting Agreement: just prior to the date of the IPO, the underwriter will enter into a final agreement with the issuing company. This will establish both the price of the offering as well as the number of shares to be issued.

8. Stabilization: the underwriter is not only obligated to bring the shares of stock to market, but also responsible for stabilizing the price. Generally, the underwriter will actively trade the stock for several months, and sometimes years, after the IPO. By doing so, the underwriter lowers the perceived risk of the issue, and increases demand for the offering.

It's possible for the stock's price to increase significantly on the first day of trading on the stock market. This occurs for two reasons. The first has to do with the marketing of the IPO. Underwriters want to ensure that demand outpaces supply. Throughout the marketing phase of the offering, the underwriter may take orders for two to three times the number of shares trading on the first day of issue. This translates into extremely high demand for a somewhat limited supply.

The second reason the IPO offers investors a short-term advantage has to do with the pricing of the securities. Initial offerings often start out as underpriced shares of stock. As the price of the new stock increases dramatically, this helps to create "headline" news for the company. These positive news stories further increase demand for the offering.

For investors, aggressive marketing can lead to a temporary run up in prices. This is especially true if a large number of shares are held by company insiders, who are often prohibited from selling for up to six months following the IPO. In addition, companies may release a second wave of stock into the market. As the supply of stock catches up with its demand, a once hot issue can quickly turn into a poor long term investment.

Google IPO

In January of 2004, Google announced they were hiring Morgan Stanley and Goldman Sachs Group to manage their IPO. On April 29, 2004, Google completed their SEC S-1 form filing, and the process was underway. Google was one of the few dot-com companies offering investors real profits. In the first half of 2004, Google reported earnings of $143 million on sales of close to $1.4 billion.

Co-founders Sergey Brin and Larry Page insisted on a somewhat unconventional approach to the company's IPO. They wanted to hold a Dutch Auction for all sales, so that anyone could participate in the process. This was at odds with Wall Street, as well as investment banks, because this process would reduce fees.

After a falling out with Goldman Sachs, the lead underwriters for Google would be Morgan Stanley and Credit Suisse First Boston. In addition, as many as 29 financial institutions were named as underwriters including: Allen & Co., Ameritrade, Blaylock & Partners, Cazenove, Citigroup, Deutsche Bank, E*Trade Financial, Epoch Partners, Fidelity Capital Markets, Goldman Sachs, J.P. Morgan Chase, Lazard, Lehman Brothers, M.R. Beal, Merrill Lynch, Piper Jaffray, Thomas Weisel Partners, UBS, Wells Fargo Securities, William Blair & Co., and WR Hambrecht.

Just prior to the IPO, Google attempted to win over investors by reducing the price range of their shares from $108 to $135, down to $85 to $95 per share. The number of shares was also reduced from 25.7 million to 19.6 million.

Google's initial public offering occurred on August 19, 2004. On that day, a total of 19,605,052 shares were offered at $85 per share. Although the issue was surrounded by negative press, it remains one of the most successful technology company offerings to date.

The resources below provide up-to-date information for investors interested in learning more about upcoming offerings as well as IPO calendars:

• NASDAQ: one of the largest stock exchanges in the world also provides information on IPOs via an online calendar.

• NYSE Euronext: an exclusive stock exchange, the NYSE Euronext lists some of the largest, most recognized companies in the world.

• Renaissance Capital: another calendar, this time from Renaissance Capital, a global leader in independent research and investment services.

• Hoovers: requires a subscription to gain access to in-depth information about filings, recent offering performance, as well as upcoming IPOs (now owned by Dun & Bradstreet).