[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: 17CFR230.135c]

[Page 477-478]
 
              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. 230.135c  Notice of certain proposed unregistered offerings.

    (a) For the purposes only of section 5 of the Act, a notice given by 
an issuer required to file reports pursuant to section 13 or 15(d) of 
the Securities Exchange Act of 1934 or a foreign issuer that is exempt 
from registration under the Securities Exchange Act of 1934 pursuant to 
Sec. 240.12g3-2(b) of this chapter that it proposes to make, is making

[[Page 478]]

or has made an offering of securities not registered or required to be 
registered under the Act shall not be deemed to offer any securities for 
sale if:
    (1) Such notice is not used for the purpose of conditioning the 
market in the United States for any of the securities offered;
    (2) Such notice states that the securities offered will not be or 
have not been registered under the Act and may not be offered or sold in 
the United States absent registration or an applicable exemption from 
registration requirements; and
    (3) Such notice contains no more than the following additional 
information:
    (i) The name of the issuer;
    (ii) The title, amount and basic terms of the securities offered, 
the amount of the offering, if any, made by selling security holders, 
the time of the offering and a brief statement of the manner and purpose 
of the offering without naming the underwriters;
    (iii) In the case of a rights offering to security holders of the 
issuer, the class of securities the holders of which will be or were 
entitled to subscribe to the securities offered, the subscription ratio, 
the record date, the date upon which the rights are proposed to be or 
were issued, the term or expiration date of the rights and the 
subscription price, or any of the foregoing;
    (iv) In the case of an offering of securities in exchange for other 
securities of the issuer or of another issuer, the name of the issuer 
and the title of the securities to be surrendered in exchange for the 
securities offered, the basis upon which the exchange may be made, or 
any of the foregoing;
    (v) In the case of an offering to employees of the issuer or to 
employees of any affiliate of the issuer, the name of the employer and 
class or classes of employees to whom the securities are offered, the 
offering price or basis of the offering and the period during which the 
offering is to be or was made or any of the foregoing; and
    (vi) Any statement or legend required by State or foreign law or 
administrative authority.
    (b) Any notice contemplated by this section may take the form of a 
news release or a written communication directed to security holders or 
employees, as the case may be, or other published statements.
    (c) Notwithstanding the provisions of paragraphs (a) and (b) of this 
section, in the case of a rights offering of a security listed or 
subject to unlisted trading privileges on a national securities exchange 
or quoted on the NASDAQ inter-dealer quotation system information with 
respect to the interest rate, conversion ratio and subscription price 
may be disseminated through the facilities of the exchange, the 
consolidated transaction reporting system, the NASDAQ system or the Dow 
Jones broad tape, provided such information is already disclosed in a 
Form 8-K (Sec. 249.308 of this chapter) on file with the Commission, in 
a Form 6-K (Sec. 249.306 of this chapter) furnished to the Commission 
or, in the case of an issuer relying on Sec. 240.12g3-2(b) of this 
chapter, in a submission made pursuant to that Section to the 
Commission.
    (d) The issuer shall file any notice contemplated by this section 
with the Commission under cover of Form 8-K (Sec. 249.308 of this 
chapter) or furnish such notice under Form 6-K (Sec. 249.306 of this 
chapter), as applicable, and, if relying on Sec. 240.12g3-2(b) of this 
chapter, shall furnish such notice to the Commission in accordance with 
the provisions of that exemptive Section.

[59 FR 21649, Apr. 26, 1994]