§ 230.135cNotice of certain proposed unregistered offerings.
(a) For the purposes only of section 5 of the
Act, a notice given by an issuer required to file reports pursuant to section 13 or 15(d) of the Securities
Exchange Act of 1934 or a foreign issuer that is exempt from registration under the
Exchange Act of 1934 pursuant to §
240.12g3-2(b) of this chapter that it proposes to
make, is making or has made an offering of securities not registered or required to be
registered under the Act shall not be deemed to offer any securities for sale
(1) Such notice is not used for the purpose of conditioning the market in the
United States for any of the securities
(2) Such notice states that the securities offered will not be or have not
been registered under the Act and may not be offered or sold in the United States absent registration or an applicable
exemption from registration requirements; and
(3) Such notice contains no more than the following additional
(ii) The title, amount and basic terms of the securities offered, the
amount of the offering, if any, made by selling security holders, the
time of the offering and a brief statement of the manner and purpose
of the offering without naming the underwriters;
(iii) In the case of a rights offering to security holders of the issuer, the class of securities the holders of which will
be or were entitled to subscribe to the securities offered, the subscription
ratio, the record date, the date upon which the rights are proposed to be or
were issued, the term or expiration date of the rights and the subscription
price, or any of the foregoing;
(iv) In the case of an offering of securities in exchange for other securities
of the issuer or of another issuer, the name of the issuer and the title of the securities to be surrendered
in exchange for the securities offered, the basis upon which the exchange
may be made, or any of the foregoing;
(v) In the case of an offering to employees of the issuer or to employees of any affiliate of the issuer, the name of the employer and class or classes of
employees to whom the securities are offered, the offering price or basis of the offering and the period during which the offering is to be or was made or any of the foregoing;
(vi) Any statement or legend required by State or foreign law or administrative authority.
(b) Any notice contemplated by this section may take the form of a news
release or a written communication directed to security holders or
employees, as the case may be, or other published statements.
(c) Notwithstanding the provisions of paragraphs (a) and (b) of this section,
in the case of a rights offering of a security listed or subject to
unlisted trading privileges on a national securities exchange or quoted on
the NASDAQ inter-dealer quotation system
information with respect to the interest rate, conversion ratio and
subscription price may be disseminated through the facilities of the
exchange, the consolidated transaction reporting system, the NASDAQ system or the Dow Jones broad tape, provided such
information is already disclosed in a Form 8-K (§
249.308 of this chapter) on file with the
Commission, in a Form 6-K (§ 249.306 of this chapter) furnished to the
Commission or, in the case of an issuer relying on § 240.12g3-2(b) of this chapter, in a submission made
pursuant to that Section to the Commission.
(d) The issuer shall file any notice contemplated by this section
with the Commission under cover of Form 8-K (§ 249.308 of this chapter) or furnish such
notice under Form 6-K (§ 249.306 of this
chapter), as applicable, and, if relying on § 240.12g3-2(b) of this chapter,
shall furnish such notice to the Commission in accordance with the provisions of that
[59 FR 21649, Apr. 26, 1994]
Title 17 published on 2015-04-01.
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