[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: 17CFR228.501]

[Page 335-336]
 
              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. 228.501  (Item 501) Front of registration statement and front cover of prospectus.

    The small business issuer must furnish the following information in 
plain English. See Sec. 230.421(d) of Regulation C of this chapter.
    (a) Limit the outside front cover page of the prospectus to one page 
and include the following information:
    (1) The registrant's name. A foreign registrant also must give the 
English translation of its name;
    (2) The title, amount, and description of securities offered. If the 
underwriter has any arrangement with the issuer, such as an over-
allotment option, under which the underwriter may purchase additional 
shares in connection with the offering, indicate that this arrangement 
exists and state the amount of additional shares that the underwriter 
may purchase under the arrangement;
    (3) If there are selling security holders, a statement to that 
effect;
    (4) Whether any national securities exchange or the Nasdaq Stock 
Market lists the securities offered, naming the particular market(s), 
and identifying the trading symbol(s) for those securities;
    (5) A cross-reference to the risk factors section, including the 
page number where it appears in the prospectus. Highlight this cross-
reference by prominent type or in another manner;
    (6) Any legend or statement required by the law of any state in 
which the securities are offered;
    (7) A legend that indicates that neither the Securities and Exchange 
Commission nor any state securities commission has approved or 
disapproved of the securities or passed on the adequacy or accuracy of 
the disclosures in the prospectus. Also make clear that any 
representation to the contrary is a criminal offense. You may use one of 
the following or other clear, plain language:

    Example A: Neither the Securities and Exchange Commission nor any 
state securities commission has approved or disapproved of these 
securities or passed upon the adequacy or accuracy of the prospectus. 
Any representation to the contrary is a criminal offense.
    Example B: Neither the Securities and Exchange Commission nor any 
state securities commission has approved or disapproved of these 
securities or determined if this prospectus is truthful or complete. Any 
representation to the contrary is a criminal offense.

    (8) If you are not a reporting company and the preliminary 
prospectus will be circulated, as applicable:
    (i) A bona fide estimate of the range of the maximum offering price 
and maximum number of shares or units offered; or
    (ii) A bona fide estimate of the principal amount of debt securities 
offered;

[[Page 336]]

    (9)(i) Name(s) of the lead or managing underwriter(s) and an 
identification of the nature of the underwriting arrangements;
    (ii) If the offering is not made on a firm commitment basis, a brief 
description of the underwriting arrangements;
    (iii) If you offer the securities on a best efforts or best efforts 
minimum/maximum basis, the date the offering will end, any minimum 
purchase requirements, and whether or not there are any arrangements to 
place the funds in an escrow, trust, or similar account; and
    (iv) If you offer the securities for cash, the price to the public 
for the securities, the underwriting discounts and commissions, and 
proceeds to the registrant or other persons. Show the information on 
both a per share or unit basis and for the total amount of the offering. 
If you make the offering on a minimum/maximum basis, show this 
information based on the total minimum and total maximum amount of the 
offering. You may present the information in a table, term sheet format, 
or other clear presentation. You may present the information in any 
format that fits the design of the cover page so long as the information 
can be easily read and is not misleading;
    (10) If the prospectus will be used before the effective date of the 
registration statement, a prominent statement that:
    (i) The information in the prospectus will be amended or completed;
    (ii) A registration statement relating to these securities has been 
filed with the Securities and Exchange Commission;
    (iii) The securities may not be sold until the registration 
statement becomes effective; and
    (iv) The prospectus is not an offer to sell the securities and it is 
not soliciting an offer to buy the securities in any state where offers 
or sales are not permitted. You may use the following or other clear, 
plain language:
    The information in this prospectus is not complete and may be 
changed. We may not sell these securities until the registration 
statement filed with the Securities and Exchange Commission is 
effective. This prospectus is not an offer to sell these securities and 
it is not soliciting an offer to buy these securities in any state where 
the offer or sale is not permitted.
    (11) If you use Sec. 230.430A of this chapter to omit pricing 
information and the prospectus is used before you determine the public 
offering price, the information in paragraph (a)(10) of this section; 
and
    (12) The date of the prospectus.
    (b) [Reserved]

[63 FR 6379, Feb. 6, 1998]