17 CFR 230.415 - Delayed or continuous offering and sale of securities. | Title 17 - Commodity and Securities Exchanges | Code of Federal Regulations

§ 230.415 Delayed or continuous offering and sale of securities.

(a) Securities may be registered for an offering to be made on a continuous or delayed basis in the future, Provided, That:

(1) The registration statement pertains only to:

(i) Securities which are to be offered or sold solely by or on behalf of a person or persons other than the registrant, a subsidiary of the registrant or a person of which the registrant is a subsidiary;

(ii) Securities which are to be offered and sold pursuant to a dividend or interest reinvestment plan or an employee benefit plan of the registrant;

(iii) Securities which are to be issued upon the exercise of outstanding options, warrants or rights;

(iv) Securities which are to be issued upon conversion of other outstanding securities;

(v) Securities which are pledged as collateral;

(vi) Securities which are registered on Form F-6 (§ 239.36 of this chapter);

(vii) Mortgage related securities, including such securities as mortgage backed debt and mortgage participation or pass through certificates;

(viii) Securities which are to be issued in connection with business combination transactions;

(ix) Securities the offering of which will be commenced promptly, will be made on a continuous basis and may continue for a period in excess of 30 days from the date of initial effectiveness;

(x) Securities registered (or qualified to be registered) on Form S-3 or Form F-3 (§ 239.13 or § 239.33 of this chapter) which are to be offered and sold on an immediate, continuous or delayed basis by or on behalf of the registrant, a majority-owned subsidiary of the registrant or a person of which the registrant is a majority-owned subsidiary; or

(xi) Shares of common stock which are to be offered and sold on a delayed or continuous basis by or on behalf of a registered closed-end management investment company or business development company that makes periodic repurchase offers pursuant to § 270.23c-3 of this chapter.

(2) Securities in paragraph (a)(1)(viii) of this section and securities in paragraph (a)(1)(ix) of this section that are not registered on Form S-3 or Form F-3 (§ 239.13 or § 239.33 of this chapter) may only be registered in an amount which, at the time the registration statement becomes effective, is reasonably expected to be offered and sold within two years from the initial effective date of the registration.

(3) The registrant furnishes the undertakings required by Item 512(a) of Regulation S-K (§ 229.512(a) of this chapter), except that a registrant that is an investment company filing on Form N-2 must furnish the undertakings required by Item 34.4 of Form N-2 (§ 239.14 and § 274.11a-1 of this chapter).

(4) In the case of a registration statement pertaining to an at the market offering of equity securities by or on behalf of the registrant, the offering must come within paragraph (a)(1)(x) of this section. As used in this paragraph, the term “at the market offering” means an offering of equity securities into an existing trading market for outstanding shares of the same class at other than a fixed price.

(5) Securities registered on an automatic shelf registration statement and securities described in paragraphs (a)(1)(vii), (ix), and (x) of this section may be offered and sold only if not more than three years have elapsed since the initial effective date of the registration statement under which they are being offered and sold, provided, however, that if a new registration statement has been filed pursuant to paragraph (a)(6) of this section:

(i) If the new registration statement is an automatic shelf registration statement, it shall be immediately effective pursuant to Rule 462(e) (§ 230.462(e)); or

(ii) If the new registration statement is not an automatic shelf registration statement:

(A) Securities covered by the prior registration statement may continue to be offered and sold until the earlier of the effective date of the new registration statement or 180 days after the third anniversary of the initial effective date of the prior registration statement; and

(B) A continuous offering of securities covered by the prior registration statement that commenced within three years of the initial effective date may continue until the effective date of the new registration statement if such offering is permitted under the new registration statement.

(6) Prior to the end of the three-year period described in paragraph (a)(5) of this section, an issuer may file a new registration statement covering securities described in such paragraph (a)(5) of this section, which may, if permitted, be an automatic shelf registration statement. The new registration statement and prospectus included therein must include all the information that would be required at that time in a prospectus relating to all offering(s) that it covers. Prior to the effective date of the new registration statement (including at the time of filing in the case of an automatic shelf registration statement), the issuer may include on such new registration statement any unsold securities covered by the earlier registration statement by identifying on the bottom of the facing page of the new registration statement or latest amendment thereto the amount of such unsold securities being included and any filing fee paid in connection with such unsold securities, which will continue to be applied to such unsold securities. The offering of securities on the earlier registration statement will be deemed terminated as of the date of effectiveness of the new registration statement.

(b) This section shall not apply to any registration statement pertaining to securities issued by a face-amount certificate company or redeemable securities issued by an open-end management company or unit investment trust under the Investment Company Act of 1940 or any registration statement filed by any foreign government or political subdivision thereof.

[48 FR 52896, Nov. 23, 1983, as amended at 59 FR 43470, Aug. 24, 1994; 70 FR 44812, Aug. 3, 2005; 73 FR 968, Jan. 4, 2008]

Title 17 published on 2012-04-01

The following are only the Rules published in the Federal Register after the published date of Title 17.

For a complete list of all Rules, Proposed Rules, and Notices view the Rulemaking tab.

2013-02-04; vol. 78 # 23 - Monday, February 4, 2013

78 FR 7654 - Extension of Exemptions for Security-Based Swaps

GPO FDSys XML | Text

Additional Documents

type	regulations.gov
FR Doc.	2013-02191
RIN	3235-AL17
Release Nos.	33-9383
	34-68753
	39-2489
File No.	S7-26-11

SECURITIES AND EXCHANGE COMMISSION

Interim final rule; extension.

The amendments are effective February 4, 2013. See Section I of the SUPPLEMENTARY INFORMATION concerning amendment of expiration dates in the interim final rules.

17 CFR Parts 230, 240 and 260

Summary

We are adopting amendments to the expiration dates in our interim final rules that provide exemptions under the Securities Act of 1933, the Securities Exchange Act of 1934, and the Trust Indenture Act of 1939 for those security-based swaps that prior to July 16, 2011 were security-based swap agreements and are defined as “securities” under the Securities Act and the Exchange Act as of July 16, 2011 due solely to the provisions of Title VII of the Dodd-Frank Wall Street Reform and Consumer Protection Act. Under the amendments, the expiration dates in the interim final rules will be extended to February 11, 2014.

2012-08-13; vol. 77 # 156 - Monday, August 13, 2012

77 FR 48208 - Further Definition of “Swap,” “Security-Based Swap,” and “Security-Based Swap Agreement”; Mixed Swaps; Security-Based Swap Agreement Recordkeeping

GPO FDSys XML | Text

Additional Documents

type	regulations.gov
FR Doc.	2012-18003
RIN	3038-AD46
Release No.	33-9338
	34-67453
File No.	S7-16-11

SECURITIES AND EXCHANGE COMMISSION, COMMODITY FUTURES TRADING COMMISSION

Joint final rule; interpretations; request for comment on an interpretation.

Effective date: October 12, 2012. Compliance date: The applicable compliance dates are discussed in the section of the release titled “IX. Effective Date and Implementation”. Comment date: Comments on the interpretation regarding forwards with embedded volumetric optionality must be received on or before October 12, 2012.

17 CFR Part 1

Summary

In accordance with section 712(a)(8), section 712(d)(1), sections 712(d)(2)(B) and (C), sections 721(b) and (c), and section 761(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank Act”), the Commodity Futures Trading Commission (“CFTC”) and the Securities and Exchange Commission (“SEC”) (collectively, “Commissions”), in consultation with the Board of Governors of the Federal Reserve System (“Board”), are jointly adopting new rules and interpretations under the Commodity Exchange Act (“CEA”) and the Securities Exchange Act of 1934 (“Exchange Act”) to further define the terms “swap,” “security-based swap,” and “security-based swap agreement” (collectively, “Product Definitions”); regarding “mixed swaps;” and governing books and records with respect to “security-based swap agreements.” The CFTC requests comment on its interpretation concerning forwards with embedded volumetric optionality, contained in Section II.B.2.(b)(ii) of this release.

2012-04-05; vol. 77 # 66 - Thursday, April 5, 2012

77 FR 20536 - Exemptions for Security-Based Swaps Issued by Certain Clearing Agencies

GPO FDSys XML | Text

Additional Documents

type	regulations.gov
FR Doc.	2012-8141
RIN	3235-AL16
Release Nos.	33-9308
	34-66703
	39-2484
File No.	S7-22-11

SECURITIES AND EXCHANGE COMMISSION

Final rule.

Effective Date: The final rules are effective April 16, 2012.

17 CFR Parts 230, 240 and 260

Summary

We are adopting exemptions under the Securities Act of 1933, the Securities Exchange Act of 1934, and the Trust Indenture Act of 1939 for security-based swaps issued by certain clearing agencies satisfying certain conditions. The final rules exempt transactions by clearing agencies in these security-based swaps from all provisions of the Securities Act, other than the Section 17(a) anti-fraud provisions, as well as exempt these security-based swaps from Exchange Act registration requirements and from the provisions of the Trust Indenture Act, provided certain conditions are met.

This is a list of United States Code sections, Statutes at Large, Public Laws, and Presidential Documents, which provide rulemaking authority for this CFR Part.

This list is taken from the Parallel Table of Authorities and Rules provided by GPO [Government Printing Office].

It is not guaranteed to be accurate or up-to-date, though we do refresh the database weekly. More limitations on accuracy are described at the GPO site.

United States Code

USC : Title 15 - COMMERCE AND TRADE

§ 77b - Definitions; promotion of efficiency, competition, and capital formation

§ 77c - Classes of securities under this subchapter

§ 77d - Exempted transactions

§ 77f - Registration of securities

§ 77g - Information required in registration statement

§ 77h - Taking effect of registration statements and amendments thereto

§ 77j - Information required in prospectus

§ 77r - Exemption from State regulation of securities offerings

§ 77s - Special powers of Commission

15 USC § 77z–3 - General exemptive authority

§ 77sss - Rules, regulations, and orders

§ 78c - Definitions and application

§ 78d - Securities and Exchange Commission

§ 78j - Manipulative and deceptive devices

15 USC § -

§ 78m - Periodical and other reports

§ 78n - Proxies

15 U.S.C. § -

§ 78t - Liability of controlling persons and persons who aid and abet violations

§ 78w - Rules, regulations, and orders; annual reports

15 USC § -

§ 78mm - General exemptive authority

§ 79 to 79z–6 - Repealed.

15 USC § 80a–8 - Registration of investment companies

15 USC § 80a–24 - Registration of securities under Securities Act of 1933

15 USC § 80a–28 - Face-amount certificate companies

15 USC § 80a–29 - Reports and financial statements of investment companies and affiliated persons

15 USC § 80a–30 - Accounts and records

15 USC § 80a–37 - Rules, regulations, and orders

Statutes at Large

Title 17 published on 2012-04-01

The following are ALL rules, proposed rules, and notices (chronologically) published in the Federal Register relating to 17 CFR 230 after this date.

2013-02-04; vol. 78 # 23 - Monday, February 4, 2013

78 FR 7654 - Extension of Exemptions for Security-Based Swaps

GPO FDSys XML | Text

Additional Documents

type	regulations.gov
FR Doc.	2013-02191
RIN	3235-AL17
Release Nos.	33-9383
	34-68753
	39-2489
File No.	S7-26-11

SECURITIES AND EXCHANGE COMMISSION

Interim final rule; extension.

The amendments are effective February 4, 2013. See Section I of the SUPPLEMENTARY INFORMATION concerning amendment of expiration dates in the interim final rules.

17 CFR Parts 230, 240 and 260

Summary

We are adopting amendments to the expiration dates in our interim final rules that provide exemptions under the Securities Act of 1933, the Securities Exchange Act of 1934, and the Trust Indenture Act of 1939 for those security-based swaps that prior to July 16, 2011 were security-based swap agreements and are defined as “securities” under the Securities Act and the Exchange Act as of July 16, 2011 due solely to the provisions of Title VII of the Dodd-Frank Wall Street Reform and Consumer Protection Act. Under the amendments, the expiration dates in the interim final rules will be extended to February 11, 2014.

2012-09-05; vol. 77 # 172 - Wednesday, September 5, 2012

77 FR 54464 - Eliminating the Prohibition Against General Solicitation and General Advertising in Rule 506 and Rule 144A Offerings

GPO FDSys XML | Text

Additional Documents

type	regulations.gov
FR Doc.	2012-21681
RIN	3235-AL34
Release No.	33-9354
File No.	S7-07-12

SECURITIES AND EXCHANGE COMMISSION

Proposed rule.

Comments should be received on or before October 5, 2012.

17 CFR Parts 230 and 239

Summary

We are proposing amendments to Rule 506 of Regulation D and Rule 144A under the Securities Act of 1933 to implement Section 201(a) of the Jumpstart Our Business Startups Act. The proposed amendment to Rule 506 would provide that the prohibition against general solicitation and general advertising contained in Rule 502(c) of Regulation D would not apply to offers and sales of securities made pursuant to Rule 506, provided that all purchasers of the securities are accredited investors. The proposed amendment to Rule 506 would also require that, in Rule 506 offerings that use general solicitation or general advertising, the issuer take reasonable steps to verify that purchasers of the securities are accredited investors. The proposed amendment to Rule 144A(d)(1) would provide that securities may be offered pursuant to Rule 144A to persons other than qualified institutional buyers, provided that the securities are sold only to persons that the seller and any person acting on behalf of the seller reasonably believe are qualified institutional buyers. We are also proposing to revise Form D to add a separate check box for issuers to indicate whether they are using general solicitation or general advertising in a Rule 506 offering.

2012-08-13; vol. 77 # 156 - Monday, August 13, 2012

77 FR 48208 - Further Definition of “Swap,” “Security-Based Swap,” and “Security-Based Swap Agreement”; Mixed Swaps; Security-Based Swap Agreement Recordkeeping

GPO FDSys XML | Text

Additional Documents

type	regulations.gov
FR Doc.	2012-18003
RIN	3038-AD46
Release No.	33-9338
	34-67453
File No.	S7-16-11

SECURITIES AND EXCHANGE COMMISSION, COMMODITY FUTURES TRADING COMMISSION

Joint final rule; interpretations; request for comment on an interpretation.

Effective date: October 12, 2012. Compliance date: The applicable compliance dates are discussed in the section of the release titled “IX. Effective Date and Implementation”. Comment date: Comments on the interpretation regarding forwards with embedded volumetric optionality must be received on or before October 12, 2012.

17 CFR Part 1

Summary

In accordance with section 712(a)(8), section 712(d)(1), sections 712(d)(2)(B) and (C), sections 721(b) and (c), and section 761(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank Act”), the Commodity Futures Trading Commission (“CFTC”) and the Securities and Exchange Commission (“SEC”) (collectively, “Commissions”), in consultation with the Board of Governors of the Federal Reserve System (“Board”), are jointly adopting new rules and interpretations under the Commodity Exchange Act (“CEA”) and the Securities Exchange Act of 1934 (“Exchange Act”) to further define the terms “swap,” “security-based swap,” and “security-based swap agreement” (collectively, “Product Definitions”); regarding “mixed swaps;” and governing books and records with respect to “security-based swap agreements.” The CFTC requests comment on its interpretation concerning forwards with embedded volumetric optionality, contained in Section II.B.2.(b)(ii) of this release.

2012-04-06; vol. 77 # 67 - Friday, April 6, 2012

77 FR 20749 - Investment Company Advertising: Target Date Retirement Fund Names and Marketing

GPO FDSys XML | Text

Additional Documents

type	regulations.gov
FR Doc.	2012-8348
RIN	3235-AK50
Release Nos.	33-9309
	34-66720
	IC-30026
File No.	S7-12-10

SECURITIES AND EXCHANGE COMMISSION

Proposed rule; reopening of comment period.

The comment period for the proposed rule published June 23, 2010, at 75 FR 35920, is reopened. Comments should be received on or before May 21, 2012.

17 CFR Parts 230 and 270

Summary

The Securities and Exchange Commission is reopening the period for public comment on amendments it originally proposed in Securities Act Release No. 9126 to allow interested persons to submit comments on the results of investor testing regarding target date retirement funds. The rule proposal would, if adopted, require a target date retirement fund that includes the target date in its name to disclose the fund's asset allocation at the target date immediately adjacent to the first use of the fund's name in marketing materials; require marketing materials for target date retirement funds to include a table, chart, or graph depicting the fund's asset allocation over time, together with a statement that would highlight the fund's final asset allocation; require a statement in marketing materials to the effect that a target date retirement fund should not be selected based solely on age or retirement date, is not a guaranteed investment, and the stated asset allocations may be subject to change; and provide additional guidance regarding statements in marketing materials for target date retirement funds and other investment companies that could be misleading.

2012-04-05; vol. 77 # 66 - Thursday, April 5, 2012

77 FR 20536 - Exemptions for Security-Based Swaps Issued by Certain Clearing Agencies

GPO FDSys XML | Text

Additional Documents

type	regulations.gov
FR Doc.	2012-8141
RIN	3235-AL16
Release Nos.	33-9308
	34-66703
	39-2484
File No.	S7-22-11

SECURITIES AND EXCHANGE COMMISSION

Final rule.

Effective Date: The final rules are effective April 16, 2012.

17 CFR Parts 230, 240 and 260

Summary

We are adopting exemptions under the Securities Act of 1933, the Securities Exchange Act of 1934, and the Trust Indenture Act of 1939 for security-based swaps issued by certain clearing agencies satisfying certain conditions. The final rules exempt transactions by clearing agencies in these security-based swaps from all provisions of the Securities Act, other than the Section 17(a) anti-fraud provisions, as well as exempt these security-based swaps from Exchange Act registration requirements and from the provisions of the Trust Indenture Act, provided certain conditions are met.

17 CFR 230.415 - Delayed or continuous offering and sale of securities.

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