[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: 17CFR228.701]

[Page 347-348]
 
              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. 228.701  (Item 701) Recent sales of unregistered securities; use of proceeds from registered securities.

    Give the following information for all securities that the small 
business issuer sold within the past three years without registering the 
securities under the Securities Act.
    (a) The date, title and amount of securities sold.
    (b) Give the names of the principal underwriters, if any. If the 
small business issuer did not publicly offer any securities, identify 
the persons or class of persons to whom the small business issuer sold 
the securities.
    (c) For securities sold for cash, the total offering price and the 
total underwriting discounts or commissions. For securities sold other 
than for cash, describe the transaction and the type and amount of 
consideration received by the small business issuer.
    (d) The section of the Securities Act or the rule of the Commission 
under which the small business issuer claimed exemption from 
registration and the facts relied upon to make the exemption available.
    (e) If the information called for by this paragraph (e) is being 
presented on Form 8-K, Form 10-QSB, Form 10-Q, Form 10-KSB or Form 10-K 
(Secs. 249.308, 249.308b, 249.308a, 249.310b or 249.310) under the 
Exchange Act, and where the securities sold by the registrant are 
convertible or exchangeable into equity securities, or are warrants or 
options representing equity securities, disclose the terms of conversion 
or exercise of the securities.
    (f) As required by Sec. 230.463 of this chapter, following the 
effective date of the first registration statement filed under the 
Securities Act by an issuer, the issuer or successor issuer shall report 
the use of proceeds on its first periodic report filed pursuant to 
sections 13(a) and 15(d) of the Exchange Act (15 U.S.C. 78m(a) and 
78o(d)) after effectiveness of its Securities Act registration 
statement, and thereafter on each of its subsequent periodic reports 
filed pursuant to sections 13(a) and 15(d) of the Exchange Act through 
the later of disclosure of the application of all the offering proceeds, 
or disclosure of the termination of the offering. If a report of the use 
of proceeds is required with respect to the first effective registration 
statement of the predecessor issuer, the successor issuer shall provide 
such a report. The information provided pursuant to paragraphs (f)(2) 
through (f)(4) of this Item need only be provided with respect to the 
first periodic report filed pursuant to sections 13(a) and 15(d) of the 
Exchange Act after effectiveness of the registration statement filed 
under the Securities Act. Subsequent periodic reports filed pursuant to 
sections 13(a) and 15(d) of the Exchange Act need only provide the 
information required in paragraphs (f)(2) through (f)(4) of this Item if 
any of such required information has changed since the last periodic 
report filed. In disclosing the use of proceeds in the first periodic 
report filed pursuant to the Exchange Act, the issuer or successor 
issuer should include the following information:
    (1) The effective date of the Securities Act registration statement 
for which the use of proceeds information is being disclosed and the 
Commission

[[Page 348]]

file number assigned to the registration statement;
    (2) If the offering has commenced, the offering date, and if the 
offering has not commenced, an explanation why it has not;
    (3) If the offering terminated before any securities were sold, an 
explanation for such termination; and
    (4) If the offering did not terminate before any securities were 
sold, disclose:
    (i) Whether the offering has terminated and, if so, whether it 
terminated before the sale of all securities registered;
    (ii) The name(s) of the managing underwriter(s), if any;
    (iii) The title of each class of securities registered and, where a 
class of convertible securities is being registered, the title of any 
class of securities into which such securities may be converted;
    (iv) For each class of securities (other than a class of securities 
into which a class of convertible securities registered may be converted 
without additional payment to the issuer) the following information, 
provided for both the account of the issuer and the account(s) of any 
selling security holder(s): the amount registered, the aggregate price 
of the offering amount registered, the amount sold and the aggregate 
offering price of the amount sold to date;
    (v) From the effective date of the Securities Act registration 
statement to the ending date of the reporting period, the amount of 
expenses incurred for the issuer's account in connection with the 
issuance and distribution of the securities registered for underwriting 
discounts and commissions, finders' fees, expenses paid to or for 
underwriters, other expenses and total expenses. Indicate if a 
reasonable estimate for the amount of expenses incurred is provided 
instead of the actual amount of expenses. Indicate whether such payments 
were:
    (A) Direct or indirect payments to directors, officers, general 
partners of the issuer or their associates; to persons owning ten (10) 
percent or more of any class of equity securities of the issuer; and to 
affiliates of the issuer; or
    (B) Direct or indirect payments to others;
    (vi) The net offering proceeds to the issuer after deducting the 
total expenses described in paragraph (f)(4)(v) of this Item;
    (vii) From the effective date of the Securities Act registration 
statement to the ending date of the reporting period, the amount of net 
offering proceeds to the issuer used for construction of plant, building 
and facilities; purchase and installation of machinery and equipment; 
purchases of real estate; acquisition of other business(es); repayment 
of indebtedness; working capital; temporary investments (which should be 
specified); and any other purposes for which at least five (5) percent 
of the issuer's total offering proceeds or $100,000 (whichever is less) 
has been used (which should be specified). Indicate if a reasonable 
estimate for the amount of net offering proceeds applied is provided 
instead of the actual amount of net offering proceeds used. Indicate 
whether such payments were:
    (A) Direct or indirect payments to directors, officers, general 
partners of the issuer or their associates; to persons owning ten (10) 
percent or more of any class of equity securities of the issuer; and to 
affiliates of the issuer; or
    (B) Direct or indirect payments to others; and
    (viii) If the use of proceeds in paragraph (f)(4)(vii) of this Item 
represents a material change in the use of proceeds described in the 
prospectus, the issuer should describe briefly the material change.

[57 FR 36449, Aug. 13, 1992, as amended at 61 FR 54508, Oct. 18, 1996; 
62 FR 39761, July 24, 1997]