§ 230.416Securities to be issued as a result of stock splits, stock dividends and
anti-dilution provisions and interests to be issued pursuant to certain
employee benefit plans.
(a) If a registration statement purports to register securities to be offered
pursuant to terms which provide for a change in the amount of securities being offered or issued to prevent
dilution resulting from stock splits, stock dividends, or similar
transactions, such registration statement shall, unless otherwise expressly
provided, be deemed to cover the additional securities to be offered or
issued in connection with any such provision.
(b) If prior to completion of the distribution of the securities covered by a registration
statement, additional securities of the same class are issued or issuable as
a result of a stock split or stock dividend, the registration statement
shall, unless otherwise expressly provided therein, be deemed to cover such
additional securities resulting from the split of, or the stock dividend on,
the registered securities. If prior to completion of the distribution of the securities covered by a registration
statement, all the securities of a class which includes the registered
securities are combined by a reverse split into a lesser amount of securities of the same class, the amount of undistributed securities of such class deemed
to be covered by the registration statement shall be proportionately
reduced. If paragraph (a) of this section is not applicable, the
registration statement shall be amended prior to the offering of such additional or lesser amount of securities to reflect the change in the
amount of securities registered.
(c) Where a registration statement on Form S-8 relates to securities to be
offered pursuant to an employee benefit plan, including interests in such
plan that constitute separate securities
required to be registered under the Act, such registration statement shall be deemed to
register an indeterminate amount of such plan interests.
[30 FR 13824, Oct. 30, 1965, as amended at 55 FR 23923, June 13, 1990]
Title 17 published on 2015-04-01.
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