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following the calculation of the registration fee. Any such amendment filed after the filing of the registration statement, any amendment altering the proposed date of public sale of the securities being registered, or any amendment filed pursuant to paragraph (b) of this section may be made by telegram or letter. Each such telegraphic amendment shall be confirmed in writing within a reasonable time by the filing of a signed copy of the amendment. Such confirmation shall not be deemed an amendment.

(d) No amendments pursuant to paragraph (a) of this section may be filed with a registration statement on Form S-8.

(Secs. 7, 10, 19, 48 Stat. 78. 81, 85; secs. 205. 209, 48 Stat. 906, 908: sec. 8, 68 Stat. 685; sec. 308(a)(2), 90 Stat. 57: (15 U.S.C. 77g. 77j. 77s))

[26 FR 1756. Mar. 1, 1961, as amended at 45 FR 13440. Feb. 29, 1980]

§ 230.474 Date of filing of amendments.

The date on which amendments are actually received by the Commission shall be the date of filing thereof, if all of the requirements of the act and the rules with respect to such filing have been complied with.

[16 FR 8737, Aug. 29, 1951]

§ 230.475 Amendment filed with consent of Commission.

An application for the Commission's consent to the filing of an amendment with the effect provided in section 8(a) of the act may be filed before or after or concurrently with the filing of the amendment. The application shall be signed and shall state fully the grounds upon which it is made. The Commission's consent shall be deemed to have been given and the amendment shall be treated as a part of the registration statement only when the Commission shall after the filing of such amendment enter an order to that effect.

[Reg. C. 12 FR 4075, June 24, 1947]

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fectiveness of such registration statement shall be deemed to have been filed with the consent of the Commission and shall accordingly be treated as part of the registration statement.

(Secs. 7. 10. 19. 48 Stat. 78, 81, 85: secs. 205, 209, 48 Stat. 906, 908; sec. 8, 68 Stat. 685; sec. 308(a)(2), 90 Stat. 57: (15 U.S.C. 77g. 77j. 77s))

[45 FR 13440. Feb. 29, 1980]

§ 230.476 Amendment filed pursuant to

order of Commission.

An amendment filed prior to the effective date of a registration statement shall be deemed to have been filed pursuant to an order of the Commission within the meaning of section 8(a) of the act so as to be treated as a part of the registration statement only when the Commission shall after the filing of such amendment enter an order declaring that it has been filed pursuant to the Commission's previous order.

[Reg. C. 12 FR 4075, June 24, 1947]

§ 230.477 Withdrawal of registration statement or amendment.

(a) Except as provided in paragraph (b) of this section, any registration statement or any amendment or exhibit thereto may be withdrawn upon application if the Commission, finding such withdrawal consistent with the public interest and the protection of investors, consents thereto.

(b) Any application for withdrawal of a registration statement filed on Form

S-8, and/or any pre-effective amendment thereto, will be deemed granted upon filing if such filing is made prior to the effective date.

(c) The application for withdrawal under either paragraphs (a) or (b) of this section shall be signed and shall state fully the grounds upon which made. The fee paid upon the filing of the registration statement will not be returned to the registrant. The papers comprising the registration statement or amendment thereto shall not be removed from the files of the Commission but shall be plainly marked with the date of the granting of such withdrawal and in the following manner: "Withdrawn upon the request of the registrant, the Commission consenting thereto."

(Secs. 7. 10. 19. 48 Stat. 78. 81. 85: secs. 205. 209, 48 Stat. 906, 908: sec. 8. 68 Stat. 685: sec. 308(a)(2), 90 Stat. 57: (15 U.S.C. 77g. 77j. 77s))

[45 FR 13440. Feb. 29. 1980]

§ 230.478 Powers to amend or withdraw registration statement.

All persons signing a registration statement shall be deemed, in the absence of a statement to the contrary. to confer upon the registrant, and upon the agent for service named in the registration statement, the following powers:

(a) A power to amend the registration statement (1) by filing an amendment as provided in § 230.473; (2) by filing any written consent; (3) by correcting typographical errors; (4) by reducing the amount of securities registered, pursuant to an undertaking contained in the registration statement.

(b) A power to make application pursuant to $230.475 for the Commission's consent to the filing of an amendment.

(c) A power to withdraw the registration statement or any amendment or exhibit thereto.

(d) A power to consent to the entry of an order under section 8(b) of the act, waiving notice and hearing, such order being entered without prejudice to the right of the registrant thereafter to have the order vacated upon a showing to the Commission that the registration statement as amended is no longer incomplete or inaccurate on its face in any material respect.

[Reg. C. 12 FR 4076. June 24. 1947. as amended at 16 FR 8737. Aug. 29, 1951)

§ 230.479 Procedure with respect to abandoned registration statements and post effective amendments.

When a registration statement, or a posteffective amendment to such a statement, has been on file with the Commission for a period of 9 months and has not become effective, the Commission may, in its discretion, proceed in the following manner to determine whether such registration statement or amendment has been abandoned by the registrant. If the regis

tration statement has been amended, otherwise than for the purpose of delaying the effective date thereof, or if the posteffective amendment has been amended, the 9-month period shall be computed from the date of the latest such amendment.

(a) A notice will be sent to the registrant, and to the agent for service named in the registration statement, by registered or certified mail, return receipt requested, addressed to the most recent addresses for the registrant and the agent for service reflected in the registration statement. Such notice will inform the registrant and the agent for service that the registration statement or amendment is out of date and must be either amended to comply with the applicable requirements of the Act and the rules and regulations thereunder or be withdrawn within 30 days after the date of such notice.

(b) If the registrant or the agent for service fails to respond to such notice by filing a substantive amendment or withdrawing the registration statement and does not furnish a satisfactory explanation as to why it has not done so within such 30 days, the Commission may, where consistent with the public interest and the protection of investors, enter an order declaring the registration statement or amendment abandoned.

(c) When such an order is entered by the Commission the papers comprising the registration statement or amendment will not be removed from the files of the Commission but will be plainly marked in the following manner: "Declared abandoned by order dated

(Sec. 209. 48 Stat. 908: 15 U.S.C. 77s(a)) [36 FR 9626, May 27, 1971]

NONDISCLOSURE OF CONTRACT PROVISIONS

§ 230.485 Contracts in general.

Public disclosure will not be made of the provisions of any material contract or portion thereof if the Commission determines that such disclosure would impair the value of the contract and is not necessary for the protection of investors. Except for requests made on or in connection with filings on Form S-8, in any case where the registrant desires the Commission to make such a determination, the procedure set forth below shall be followed:

(a) The registrant shall omit from the registration statement as originally filed the portion of the contract which it desires to keep undisclosed, or, if the registrant desires to keep the entire contract undisclosed, any copy of the contract.

(b) The registrant shall file with the registration statement, but not bound as part thereof, (1) three copies of the contract or portion thereof which it desires to keep undisclosed. clearly marked "Confidential Treatment". and (2) an application for an order making the above described determination. Such application shall set forth the considerations relied upon for obtaining such order. Pending the granting or denial by the Commission of the application, the terms and existence of the contract or portion thereof will be kept undisclosed.

(c) If the Commission determines that the application shall be granted, an order to that effect will be entered. Prior to any determination denying the application, confirmed telegraphic notice of an opportunity for hearing. at a specified time within 10 days after the dispatch of such notice, will be sent to the agent for service. After such hearing, an order granting or denying the application will be entered.

(d) If the Commission denies the application, confirmed telegraphic notice of the order of denial will be sent to the agent for service. In such case, within 10 days after the dispatch of such notice, the registrant shall have the right to withdraw the registration statement in accordance with the terms of § 230.477, but without the necessity of stating any grounds for the withdrawal or of obtaining the further assent of the Commission. In the event of such withdrawal, the contract or portion thereof filed confidentially will be returned to the registrant.

(e) If the registration statement is not withdrawn pursuant to paragraph (d) of this section, the contract or portion thereof filed confidentially will be made available for public inspection as

part of the registration statement, and the registrant shall amend the registration statement to include all information required to be set forth in regard to such contract or portion thereof.

(Secs. 7. 10. 19. 48 Stat. 78, 81, 85: secs. 205. 209, 48 Stat. 906, 908; sec. 8. 68 Stat. 685; sec. 308(a)(2), 90 Stat. 57: (15 U.S.C. 77g. 77j. 77s))

[Reg. C. 12 FR 4076, June 24, 1947, as amended at 20 FR 7034. Sept. 20, 1955: 45 FR 13441, Feb. 29, 1980]

REGISTRATION BY FOREIGN GOVERNMENTS OR POLITICAL SUBDIVISIONS THEREOF

SOURCE: Sections 230.490 to 230.494 contained in Regulation. C. 12 FR 4076. June 24, 1947, unless otherwise noted.

§ 230.490 Information to be furnished under paragraph (3) of Schedule B.

Any issuer filing a registration statement pursuant to Schedule B of the act need not furnish the detailed information specified in paragraph (3) as to issues of outstanding funded debt the aggregate amount of which outstanding is less than 5 percent of the total funded debt outstanding and to be created by the security to be offered, provided the amount thereof is included in the statement of the total amount of funded debt outstanding and a statement is made as to the title. amount outstanding, rate of interest. and date of maturity of each such issue.

§ 230.491 Information to be furnished under paragraph (6) of Schedule B. Any foreign government filing a registration statement pursuant to Schedule B of the act need state, in furnishing the information required by paragraph (6), the names and addresses only of principal underwriters. namely, underwriters in privity of contract with the registrant, provided they are designated as principal underwriters and a brief statement is made as to the discounts and commissions to be received by subunderwriters or dealers.

§ 230.492 Omissions from prospectuses.

In the case of a security for which a registration statement conforming to Schedule B is in effect, the following information, contained in the registration statement, may be omitted from any prospectus: Information in answer to paragraph (3) of the Schedule with respect to the amortization and retirement provisions for debt not being registered, and with respect to the provisions for the substitution of security for such debt; the addresses of underwriters in answer to paragraph (6); information in answer to paragraph (11); the addresses of counsel in answer to paragraph (12); the copy of any agreement or agreements required by paragraph (13); the agreement required by paragraph (14); and all information, whether contained in the r. gistration statement itself or in any exhibit thereto, not required by Schedule B.

(Secs. 10(a)(4), 19(a), 48 Stat. 81. 85: sec. 209. 48 Stat. 908: 15 U.S.C. 77(j)(a)(4), 77(s)(a)) [41 FR 12010. Mar. 23. 1976)

§ 230.493 Filing of opinions of counsel.

The copy of the opinion or opinions of counsel required by paragraph (14) of Schedule B shall be filed either as a part of the registration statement as originally filed, or as in amendment thereto.

§ 230.494 Newspaper prospectuses.

(a) This section shall apply only to newspaper prospectuses relating to securities, as to which a registration statement has become effective, issued by a foreign national government with which the United States maintains diplomatic relations. The term "newspaper prospectus" means an advertisement of securities in newspapers, magazines or other periodicals which are admitted to the mails as second-class matter and which are not distributed by the advertiser. The term does not include reprints, reproductions or detached copies of such advertisements. A newspaper prospectus shall not be deemed a prospectus meeting the requirements of section 10 for the purpose of section 2(10)(a) or 5(b)(2) of the act.

(b) All information included in a newspaper prospectus may be expressed in such condensed or summarized form as may be necessary in the light of the circumstances under which newspaper prospectuses are authorized to be used. The information

need not follow the order in which the information is set forth in the registration statement or in the full prospectus. No information need be set forth in tabular form.

(c) The following statement shall be set forth at the head of every newspaper prospectus in conspicuous print:

These securities, though registered, have not been approved or disapproved by the Securities and Exchange Commission, which does not pass on the merits of any registered securities.

(d) There shall be set forth at the foot of every newspaper prospectus in conspicuous print a statement to the following effect:

Further information, particularly financial information, is contained in the registration statement filed with the Commission and in a more complete prospectus which must be furnished to each purchaser and is obtainable from the following per

sons:

(Insert names.)

(e) If the registrant or any of the underwriters knows or has reasonable grounds to believe that it is intended to stabilize the price of any security to facilitate the offering of the registered security, there shall be placed in the newspaper prospectus, in capital letters. the statement required by § 230.426 to be included in the full prospectus.

(f) A newspaper prospectus shall contain the information specified in paragraphs (f) (1) to (9) of this section. All other information and do uments contained in the registration statement may be omitted. The following information shall be included:

(1) The name of the borrowing government:

(2) A brief description of the securities to be offered;

(3) The price at which it is proposed to offer the security to the public in the United States;

(4) The purpose and approximate amounts to be devoted to such purposes, so far as determinable, for which the security to be offered is to supply funds; and if funds for such purposes are to be raised in part from other sources, the amounts and the sources thereof:

(5) A brief statement as to the amount of funded and floating debt

outstanding and to be created, excluding inter-governmental debt;

(6) A condensed or summarized statement of receipt and expenditures for the last three fiscal years for which data are available:

(7) A condensed or summarized statement of the balance of international payments for the last three fiscal years for which data are available:

(8) If the issuer or its predecessor has defaulted on the principal or interest of any external debt, excluding intergovernmental debt, during the last twenty years, the dat amount and circumstances of such default and the general effect of any succeeding arrangement:

(9) Underwriting discounts and commissions per unit and in the aggregate.

(g) A newspaper prospectus may also include, in condensed, summarized or graphic form, additional information the substance of which is contained in the registration statement. A newspaper prospectus shall not contain any information the substance of which is not set forth in the registration statement.

(h) All information included in a newspaper prospectus shall be set forth in type at least as large as sevenpoint modern type: Provided, however, That such information shall not be so arranged as to be misleading or obscure the information required to be included in such a prospectus.

(i) Five copies of every proposed newspaper prospectus, in the size and form in which it is intended to be published shall be filed with the Commission at least three business days before definitive copies thereof are submitted to the newspaper, magazine or other periodical for publication. Within seven days after publication, five additional copies shall be filed in the exact form in which it was published and shall be accompanied by a statement of the date and manner of its publication.

REGULATION E-EXEMPTION FOR SECURITIES OF SMALL BUSINESS INVESTMENT COMPANIES

AUTHORITY: Sections 230.601 to 230.610a issued under sec. 19. 48 Stat. 85, as amended: 15 U.S.C. 77s.

SOURCE: Sections 230.601 to 230.610a appear at 23 FR 10484, Dec. 30, 1958, unless otherwise noted.

CROSS REFERENCE: For regulations of Small Business Administration under the Small Business Investment Act of 1958, see 13 CFR. Chapter I. Subchapter B.

§ 230.601 Definitions of terms used in §§ 230.601 to 230.610a.

As used in §§ 230.601 to 230.610a, the following terms shall have the meaning indicated:

Act. The term "Act" refers to the Securities Act of 1933 unless specifically stated otherwise.

Affiliate. An "affiliate" of an issuer is a person controlling, controlled by or under common control with such issuer. An individual who controls an issuer is also an affiliate of such issuer.

Notification. The term "notification" means the notification required by $ 230.604.

Offering Circular. The term "offering circular" means the offering circular required by § 230.605.

State. A "State" is any State, Territory or insular possession of the United States, or the District of Columbia.

Underwriter. The term "underwriter" shall have the meaning given in section 2(11) of the Act.

§ 230.602 Securities exempted.

(Interprets or applies sec. 7. 48 Stat. 78, as amended: 15 U.S.C. 77g)

[16 FR 8820 Aug. 31. 1951, as amended at 19 FR 6729. Oct. 20, 1954]

(a) Except as hereinafter provided in this section, securities issued by any small business investment company which is registered under the Investment Company Act of 1940 shall be exempt from registration under the Securities Act of 1933, subject to the terms and conditions of §§ 230.601 to 230.610a. As used in this paragraph, the term "small business investment company" means any company which is licensed as a small business investment company under the Small Business Investment Act of 1958 or which has received the preliminary approval

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