17 CFR 230.135 - Notice of proposed registered offerings.

§ 230.135 Notice of proposed registered offerings.

(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]

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
U.S. Code: Title 15 - COMMERCE AND TRADE

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

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

§ 77c - Classes of securities under this subchapter

§ 77d - Exempted transactions

§ 77d note - 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

§ 77z-3 - General exemptive authority

§ 77sss - Rules, regulations, and orders

§ 78c - Definitions and application

§ 78d - Securities and Exchange Commission

§ 78j - Manipulative and deceptive devices

§ 78l - Registration requirements for securities

§ 78m - Periodical and other reports

§ 78n - Proxies

§ 78o - Registration and regulation of brokers and dealers

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

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

§ 78ll - Requirements for the EDGAR system

§ 78mm - General exemptive authority

15 U.S. Code § 78o–7 - Registration of nationally recognized statistical rating organizations

15 U.S. Code § 80a–8 - Registration of investment companies

15 U.S. Code § 80a–24 - Registration of securities under Securities Act of 1933

15 U.S. Code § 80a–28 - Face-amount certificate companies

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

15 U.S. Code § 80a–30 - Accounts and records

15 U.S. Code § 80a–37 - Rules, regulations, and orders

Statutes at Large

Title 17 published on 05-Jun-2018 04:15

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

  • 2018-06-11; vol. 83 # 112 - Monday, June 11, 2018
    1. 83 FR 26891 - Request for Comment on Fund Retail Investor Experience and Disclosure
      GPO FDSys XML | Text
      Request for comment.
      Comments should be received on or before October 31, 2018.
      17 CFR Parts 210, 229, 230, 232, 240, 270, and 274