[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: 17CFR239.12]

[Page 634-635]
 
              TITLE 17--COMMODITY AND SECURITIES EXCHANGES
 
             CHAPTER II--SECURITIES AND EXCHANGE COMMISSION
 
PART 239--FORMS PRESCRIBED UNDER THE SECURITIES ACT OF 1933--Table of Contents
 
              Subpart A--Forms for Registration Statements
 
Sec. 239.12  Form S-2, for registration under the Securities Act of 1933 of securities of certain issuers.

    This form may be used for registration of securities under the 
Securities Act of 1933 which are offered or to be offered in any 
transaction other than an exchange offer for securities of another 
person by any registrant which meets the following conditions:
    (a) 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;
    (b) The registrant has a class of securities registered pursuant to 
section 12(b) of the Securities Exchange Act of 1934 (Exchange Act) or 
has a class of equity securities registered pursuant to section 12(g) of 
the Exchange Act or is required to file reports pursuant to section 
15(d) of the Exchange Act;
    (c) The registrant:
    (1) Has been subject to the requirements of section 12 of 15(d) of 
the Exchange Act and has filed all the material required to be filed 
pursuant to section 13, 14 or 15(d) for a period of at least thirty-six 
calendar months immediately preceding the filing of the registration 
statement on this Form; and
    (2) 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

[[Page 635]]

portion of a month immediately preceding the filing of the registration 
statement) Rule 12b-25(b) (Sec. 240.12b-25(b) of this chapter) under the 
Exchange Act with respect to a report or a portion of a report, that 
report or portion thereof has actually been filed within the time period 
prescribed by that rule; and
    (d) Neither the registrant nor any of its consolidated or 
unconsolidated subsidiaries have, since the end of their 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 Exchange Act:
    (1) Failed to pay any dividend or sinking fund installment on 
preferred stock; or
    (2) Defaulted (i) on any installment or installments on indebtedness 
for borrowed money, or (ii) 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.
    (e) A foreign issuer, other than a foreign government, which 
satisfies all of the above provisions of these registrant eligibility 
requirements except the provisions in paragraph (a) of this section 
relating to organization and principal business shall be deemed to have 
met these registration eligibility requirements provided that such 
foreign issuer files the same reports with the Commission under section 
13(a) or 15(d) of the Exchange Act as a domestic registrant pursuant to 
paragraph (c) of this section.
    (f) If a registrant is a successor registrant it shall be deemed to 
have met conditions in paragraphs (a), (b), (c) and (d) of this section 
if:
    (1) Its predecessor and it, taken together, do so, provided that the 
succession was primarily for the purpose of changing the state of 
incorporation of the predecessor of forming a holding company and that 
the assets and liabilities of the successor at the time of succession 
were substantially the same as those of the predecessor; or
    (2) All predecessors met the conditions at the time of succession 
and the registrant has continued to do so since the succession.
    (g) If a registrant is a majority-owned subsidiary which does not 
itself meet the conditions of the eligibility requirements, it shall 
nevertheless be deemed to have met such conditions if its parent meets 
the conditions and if the parent fully guarantees the securities being 
registered as to principal and interest. Note: In such an instance the 
parent-guarantor is the issuer of a separate security consisting of the 
guarantee which must be concurrently registered but may be registered on 
the same registration statement as are the guaranteed securities.
    (h) Electronic filings. In addition to satisfying the foregoing 
conditions of this section, a registrant subject to the electronic 
filing requirements of Rule 101 of Regulation S-T (Sec. 232.101 of this 
chapter) shall have filed with the Commission:
    (1) all required electronic filings, including confirming electronic 
copies of documents submitted in paper pursuant to a temporary hardship 
exemption as provided in Rule 201 of Regulation S-T (Sec. 232.201 of 
this chapter); and
    (2) all Financial Data Schedules required to be submitted pursuant 
to Item 601(c) of Regulation S-K (Sec. 229.601(c) of this chapter) and 
Item 601(c) of Regulation S-B (Sec. 228.601(c) of this chapter).

[47 FR 11451, Mar. 16, 1982, as amended at 56 FR 30055, July 1, 1991; 58 
FR 14678, Mar. 18, 1993]

    Editorial Note: For Federal Register citations affecting Form S-2, 
see the List of CFR Sections Affected, which appears in the Finding Aids 
section of the printed volume and on GPO Access.