[Code of Federal Regulations]
[Title 17, Volume 2]
[Revised as of April 1, 2001]
From the U.S. Government Printing Office via GPO Access
[CITE: 17CFR228.202]

[Page 313-314]
 
              TITLE 17--COMMODITY AND SECURITIES EXCHANGES
 
             CHAPTER II--SECURITIES AND EXCHANGE COMMISSION
 
PART 228--INTEGRATED DISCLOSURE SYSTEM FOR SMALL BUSINESS ISSUERS--Table of Contents
 
                        Subpart A--Regulation S-B
 
Sec. 228.202  (Item 202) Description of Securities.

    (a) Common or Preferred Stock. (1) If the small business issuer is 
offering common equity, describe any dividend, voting and preemption 
rights.
    (2) If the small business issuer is offering preferred stock, 
describe the dividend, voting, conversion and liquidation rights as well 
as redemption or sinking fund provisions.
    (3) Describe any other material rights of common or preferred 
stockholders.
    (4) Describe any provision in the charter or by-laws that would 
delay, defer or prevent a change in control of the small business 
issuer.
    (b) Debt Securities. (1) If the small business issuer is offering 
debt securities, describe the maturity date, interest rate, conversion 
or redemption features and sinking fund requirements.
    (2) Describe all other material provisions giving or limiting the 
rights of debtholders. For example, describe subordination provisions, 
limitations on the declaration of dividends, restrictions on the 
issuance of additional debt, maintenance of asset ratios, etc.
    (3) Give the name of any trustee(s) designated by the indenture and 
describe the circumstances under which the trustee must act on behalf of 
the debtholders.
    (4) Discuss the tax effects of any securities offered at an 
``original issue discount.''

[[Page 314]]

    (c) Other Securities To Be Registered. If the small business issuer 
is registering other securities, provide similar information concerning 
the material provisions of those securities.