§ 230.135. Notice of proposed registered offerings.

488 words·~2 min read·/us/cfr/t17/s§ 230.135·

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(a)When notice is not an offer. For purposes of section 5 of the Act (15 U.S.C. 77e) only, an issuer or a selling security holder (and any person acting on behalf of either of them) that publishes through any medium a notice of a proposed offering to be registered under the Act will not be deemed to offer its securities for sale through that notice if:

(1)Legend. The notice includes a statement to the effect that it does not constitute an offer of any securities for sale; and

(2)Limited notice content. The notice otherwise includes no more than the following information:

(i)The name of the issuer;

(ii)The title, amount and basic terms of the securities offered;

(iii)The amount of the offering, if any, to be made by selling security holders;

(iv)The anticipated timing of the offering;

(v)A brief statement of the manner and the purpose of the offering, without naming the underwriters;

(vi)Whether the issuer is directing its offering to only a particular class of purchasers;

(vii)Any statements or legends required by the laws of any state or foreign country or administrative authority; and

(viii)In the following offerings, the notice may contain additional information, as follows:

(A)Rights offering. In a rights offering to existing security holders:

(1)The class of security holders eligible to subscribe;

(2)The subscription ratio and expected subscription price;

(3)The proposed record date;

(4)The anticipated issuance date of the rights; and

(5)The subscription period or expiration date of the rights offering.

(B)Offering to employees. In an offering to employees of the issuer or an affiliated company:

(1)The name of the employer;

(2)The class of employees being offered the securities;

(3)The offering price; and

(4)The duration of the offering period.

(C)Exchange offer. In an exchange offer:

(1)The basic terms of the exchange offer;

(2)The name of the subject company;

(3)The subject class of securities sought in the exchange offer.

(D)Rule 145(a) offering. In a § 230.145(a) offering:

(1)The name of the person whose assets are to be sold in exchange for the securities to be offered;

(2)The names of any other parties to the transaction;

(3)A brief description of the business of the parties to the transaction;

(4)The date, time and place of the meeting of security holders to vote on or consent to the transaction; and

(5)A brief description of the transaction and the basic terms of the transaction.

(b)Corrections of misstatements about the offering. A person that publishes a notice in reliance on this section may issue a notice that contains no more information than is necessary to correct inaccuracies published about the proposed offering. Note to § 230.135: Communications under this section relating to business combination transactions must be filed as required by § 230.425(b). \[64 FR 61449, Nov. 10, 1999\]

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CFR

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U.S. Code

Prohibitions relating to interstate commerce and the mails
§ 77e

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cites case law

§ 230.135

Notice of proposed registered offerings.

Fed. Reg.×35

C.F.R.×3

U.S.C.§ 77e

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