Section 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 § 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.(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 § 230.135 : Communications under this section relating to business combination transactions must be filed as required by § 230.425(b) .
64 FR 61449, Nov. 10, 1999