§230.135. Notice of proposed registered offerings.
17 C.F.R. § 230.135
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:
Legend. The notice includes a statement to the effect that it does not constitute an offer of any securities for sale; and
Limited notice content. The notice otherwise includes no more than the following information:
The name of the issuer;
The title, amount and basic terms of the securities offered;
The amount of the offering, if any, to be made by selling security holders;
The anticipated timing of the offering;
A brief statement of the manner and the purpose of the offering, without naming the underwriters;
Whether the issuer is directing its offering to only a particular class of purchasers;
Any statements or legends required by the laws of any state or foreign country or administrative authority; and
In the following offerings, the notice may contain additional information, as follows:
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.
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.
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.
Rule 145(a) offering. In a § 230.145(a) offering:
(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.
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.
Notes, amendments, and revision history
Amendments
[64 FR 61449, Nov. 10, 1999]
Authority
Authority: 15 U.S.C. 77b, 77b note, 77c, 77d, 77f, 77g, 77h, 77j, 77r, 77s, 77z-3, 77sss, 78c, 78d, 78j, 78 l, 78m, 78n, 78o, 78o-7 note, 78t, 78w, 78 ll (d), 78mm, 80a-8, 80a-24, 80a-28, 80a-29, 80a-30, and 80a-37, and Pub. L. 112-106, sec. 201(a), sec. 401, 126 Stat. 313 (2012), unless otherwise noted. Section 230.151 is also issued under 15 U.S.C. 77s(a). Section 230.160 is also issued under Section 104(d) of the Electronic Signatures Act. Section 230.193 is also issued under sec. 943, Pub. L. 111-203, 124 Stat. 1376. Sections 230.400 to 230.499 issued under secs. 6, 8, 10, 19, 48 Stat. 78, 79, 81, and 85, as amended (15 U.S.C. 77f, 77h, 77j, 77s). Sec. 230.457 also issued under secs. 6 and 7, 15 U.S.C. 77f and 77g. Section 230.502 is also issued under 15 U.S.C. 80a-8, 80a-29, 80a-30.
Amendments
[55 FR 18322, May 2, 1990, as amended at 62 FR 53954, Oct. 17, 1997; 63 FR 9642, Feb. 25, 1998]
Amendments
[64 FR 61449, Nov. 10, 1999]