(i) The registrant is organized under the laws of the
United States or any State or Territory or the District of
Columbia and has its principal business operations in the United States or its territories; or
(2) The registrant has a class of securities registered pursuant
to section 12(b) of the Securities
Exchange Act of 1934 or has a class of equity securities
registered pursuant to section 12(g) of that
Act or is required to file reports pursuant
to section 15(d) of that Act;
(3) The registrant: (i) Has been subject to the requirements of section 12 or 15(d) of the Securities
Exchange Act of 1934 and has filed all the material required to be filed pursuant to sections 13, 14 or 15(d) of that Act for a period of at least thirty-six calendar months
immediately preceding the filing of the registration statement; and (ii) has
filed in a timely manner all reports required to be filed during the twelve
calendar months and any portion of a month immediately preceding the filing
of the registration statement and, if the registrant has used (during the twelve calendar months
and any portion of a month immediately preceding the filing of the
registration statement) Rule 12b-25(b) under the Securities
Exchange Act of 1934 (§ 240.12b-25 of this chapter) with respect to a
report or portion of a report, that report or portion thereof has actually
been filed within the time period prescribed by that Rule; and
(4) Neither the registrant nor any of its consolidated or unconsolidated
subsidiaries has, since the end of its last fiscal year for which certified financial statements of the registrant and its consolidated subsidiaries were
included in a report filed pursuant to section 13(a) or
15(d) of the Securities Exchange Act of 1934: (i) failed to pay any dividend or
sinking fund installment on preferred stock; or (ii) defaulted on any
installment or installments on indebtedness for borrowed money, or on any
rental on one or more long term leases, which defaults in the aggregate are
material to the financial position of the
registrant and its consolidated and
unconsolidated subsidiaries, taken as a whole.
(b) A summary prospectus shall contain the information specified in the
instructions as to summary prospectuses in the form used for registration of
the securities to be offered. Such prospectus may include any other information the
substance of which is contained in the registration statement except as
otherwise specifically provided in the instructions as to summary
prospectuses in the form used for registration. It shall not include any
information the substance of which is not contained in the registration
statement except that a summary prospectus may contain any information specified in Rule
134(a) (§ 230.134(a)). No reference need be made to inapplicable terms and negative
answers to any item of the form may be omitted.
(c) All information included in a summary prospectus, other than the statement
required by paragraph (e) of this section, may be expressed in such
condensed or summarized form as may be appropriate in the light of the
circumstances under which the prospectus is to be used. The information need not follow
the numerical sequence of the items of the form used for registration. Every
summary prospectus shall be dated approximately as of the date of
its first use.
(d) When used prior to the effective date of the registration statement, a
summary prospectus shall be captioned a “Preliminary
Summary Prospectus” and shall comply with the applicable requirements
relating to a preliminary prospectus.
(e) A statement to the following effect shall be prominently set forth in
conspicuous print at the beginning or at the end of every summary
“Copies of a more complete prospectus may be obtained from” (Insert
name(s), address(es) and telephone number(s)).
Copies of a summary prospectus filed with the Commission pursuant to paragraph (g) of this section may omit
the names of persons from whom the complete prospectus may be obtained.
(f) Any summary prospectus published in a newspaper,
magazine or other periodical need only be set in type at least as large as 7
point modern type. Nothing in this rule shall prevent the
use of reprints of a summary prospectus published in a newspaper,
magazine, or other periodical, if such reprints are clearly legible.
(g) Eight copies of every proposed summary prospectus shall be filed as a part of the
registration statement, or as an amendment thereto, at least 5 days
(exclusive of Saturdays, Sundays and holidays) prior to the use thereof, or
prior to the release for publication by any newspaper, magazine or other
person, whichever is earlier. The
Commission may, however, in its discretion,
authorize such use or publication prior to the expiration of the 5-day
period upon a written request for such authorization. Within 7 days after
the first use or publication thereof, 5 additional copies shall be filed in
the exact form in which it was used or published.
[47 FR 11440, Mar. 16, 1982, as amended at 47 FR 54770, Dec. 6, 1982; 63 FR
13984, Mar. 23, 1998; 76 FR 71876, Nov.
Title 17 published on 2015-04-01.
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.
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.