[Code of Federal Regulations]
[Title 17, Volume 2]
[Revised as of April 1, 2002]
From the U.S. Government Printing Office via GPO Access
[CITE: 17CFR230.135]

[Page 476-477]
 
              TITLE 17--COMMODITY AND SECURITIES EXCHANGES
 
             CHAPTER II--SECURITIES AND EXCHANGE COMMISSION
 
PART 230--GENERAL RULES AND REGULATIONS, SECURITIES ACT OF 1933--Table of Contents
 
Sec. 230.135  Notice of proposed registered offerings.

    (a) When notice is not an offer. For purposes of section 5 of the 
Act (15 U.S.C. 77e) only, an issuer or a selling security holder (and 
any person acting on behalf of either of them) that publishes through 
any medium a notice of a proposed offering to be registered under the 
Act will not be deemed to offer its securities for sale through that 
notice if:
    (1) Legend. The notice includes a statement to the effect that it 
does not constitute an offer of any securities for sale; and
    (2) Limited notice content. The notice otherwise includes no more 
than the following information:
    (i) The name of the issuer;
    (ii) The title, amount and basic terms of the securities offered;
    (iii) The amount of the offering, if any, to be made by selling 
security holders;
    (iv) The anticipated timing of the offering;
    (v) A brief statement of the manner and the purpose of the offering, 
without naming the underwriters;
    (vi) Whether the issuer is directing its offering to only a 
particular class of purchasers;
    (vii) Any statements or legends required by the laws of any state or 
foreign country or administrative authority; and
    (viii) In the following offerings, the notice may contain additional 
information, as follows:
    (A) Rights offering. In a rights offering to existing security 
holders:
    (1) The class of security holders eligible to subscribe;
    (2) The subscription ratio and expected subscription price;
    (3) The proposed record date;
    (4) The anticipated issuance date of the rights; and
    (5) The subscription period or expiration date of the rights 
offering.
    (B) Offering to employees. In an offering to employees of the issuer 
or an affiliated company:
    (1) The name of the employer;
    (2) The class of employees being offered the securities;
    (3) The offering price; and
    (4) The duration of the offering period.
    (C) Exchange offer. In an exchange offer:
    (1) The basic terms of the exchange offer;
    (2) The name of the subject company;
    (3) The subject class of securities sought in the exchange offer.
    (D) Rule 145(a) offering. In a Sec. 230.145(a) offering:

[[Page 477]]

    (1) The name of the person whose assets are to be sold in exchange 
for the securities to be offered;
    (2) The names of any other parties to the transaction;
    (3) A brief description of the business of the parties to the 
transaction;
    (4) The date, time and place of the meeting of security holders to 
vote on or consent to the transaction; and
    (5) A brief description of the transaction and the basic terms of 
the transaction.
    (b) Corrections of misstatements about the offering. A person that 
publishes a notice in reliance on this section may issue a notice that 
contains no more information than is necessary to correct inaccuracies 
published about the proposed offering.

    Note to Sec. 230.135: Communications under this section relating to 
business combination transactions must be filed as required by 
Sec. 230.425(b).

[64 FR 61449, Nov. 10, 1999]