b'Under Regulation S, issuers can sell securities offshore without regard for the sophistication, number of investors, or dollar amount of the offering.Unlike Regulation D, Regulation S does not have specific disclosure or suitability requirements. Although a private placement memorandum is not required for a Regulation S offering, best practice is to provide one to ensure the non-U.S. investors understand the structure, risks and conflicts associated with an offering. Regulation S permits issuers and distributors to advertise the offering offshore, which may otherwise be prohibited in an offering to U.S. persons (for instance, under Regulation D, Rule 506(b)); however, the issuer must understand the private offering rules of the country in which they are advertising (if such rules exist).12 No SEC or Blue Sky filings are required for a private Regulation S Offering.13An issuer who chooses to advertise an offering via a website may do so without jeopardizing their exemption by including prominent statements on the applicable web pages indicating that the offer is 12 FinalRule:OffshoreOffersandSales(RegulationS),Part1of2,SecuritiesandExchangeCommission,17CFRParts230and249,(ReleaseNo.33-7505;34-39668;FileNo.S7-8-97,InternationalSeriesReleaseNo.1118),RIN3235-Ag34.13 ThereisnoSECreportingrequirementforaninitialissuanceofRegulationSsecuritiesbyanonreportingIssuer,pertelephonecommunicationwithL.A.BavariaofSECsOfficeofInternationalCorporateFinance,ph.(202)551-3450,onOctober13,2010.74'