a) The
transmitting, sending or giving to any person or publishing an identifying
statement, circular or preliminary prospectus, notice, advertisement, letter or
other communication shall not constitute an "offer" or "sale" as used in
Section 2.5 or 2.5a of the Act, provided that the identifying statement,
circular or preliminary prospectus, notice, advertisement, letter, or other
communication is used in connection with a security which is the subject of a
pending application for registration which is on file with the Securities
Department of the Office of the Secretary of State under Section 5 of the Act
and substantially complies with the provisions of subsection (b).
b) For the purpose of this Part, the terms:
1) "identifying statement" and "circular"
mean a written communication or advertisement or radio or television
advertisement meeting the requirements of
17 CFR
230.134 (Rule 134) (May 31, 2011) under the
Federal 1933 Act; and
2)
"preliminary prospectus" means a document which contains substantially the
information required by the Act to be included in a prospectus meeting the
requirements of Section 5 of the Act for the securities being registered, or
contains substantially that information except for the omission of information
with respect to the offering price, underwriting discounts or commissions,
discounts or commissions to dealers, amounts of proceeds, conversion rates,
call prices, or other matters dependent upon the offering price.
c) The outside front cover page of
the preliminary prospectus shall bear, in red ink, the caption "Preliminary
Prospectus", the date of its issuance, and:
1) the following statement printed in type as
large as that generally in the body of the prospectus:
"An application for registration relating to these securities
has been filed with the Secretary of State of Illinois, but has not yet become
effective. Information contained herein is subject to completion or amendment.
These securities may not be sold nor may offers to buy be accepted prior to the
time the application for registration becomes effective. This prospectus shall
not constitute an offer to sell or the solicitation of an offer to buy nor
shall there be any sale of these securities prior to registration under the
Illinois Securities Law of 1953."; or
2) When applicable, the statement required by
Regulation S-K, Section 229.501 (Item 501) in effect on May 31, 2011 under the
Federal 1933 Act (no subsequent amendments or editions).
d) This Section shall not apply when the
application for registration is the subject of pending proceedings under
Section 11 of the Act or of an order of suspension, denial or prohibition
entered under such Section.
