[Federal Register Volume 61, Number 116 (Friday, June 14, 1996)]
[Proposed Rules]
[Pages 30405-30429]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 96-14183]
Federal Register / Vol. 61, No. 116 / Friday, June 14, 1996 /
Proposed Rules
[[Page 30405]]
SECURITIES AND EXCHANGE COMMISSION
17 CFR Parts 230, 239, 240, 249, and 274
[Release Nos. 33-7301 and 34-37263; S7-15-96]
RIN 3235-AG80
Phase Two Recommendations of Task Force on Disclosure
Simplification
AGENCY: Securities and Exchange Commission.
ACTION: Proposed rules.
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SUMMARY: After considering certain of the recommendations contained in
the Report of the Task Force on Disclosure Simplification, the
Commission now proposes to eliminate two forms and one rule that may no
longer be necessary or appropriate for the protection of investors. The
Commission also proposes to add one rule, and to amend nine rules and
17 forms in order to eliminate unnecessary requirements and to
streamline the disclosure process.
DATES: Comments should be submitted on or before July 29, 1996.
ADDRESSES: All comments concerning the rule proposals should be
submitted in triplicate to Jonathan G. Katz, Secretary, U.S. Securities
and Exchange Commission, Mail Stop 6-9, 450 Fifth Street NW.,
Washington, DC 20549. Comments also may be submitted electronically at
the following E-mail address: rule-comments@sec.gov. All comment
letters should refer to File Number S7-15-96; this file number should
be included on the subject line if E-mail is used. Comment letters will
be available for inspection and copying in the public reference room at
the same address. Electronically submitted comment letters will be
posted on the Commission's Internet web site (http://www.sec.gov).
FOR FURTHER INFORMATION CONTACT: Felicia H. Kung, Division of
Corporation Finance, at (202) 942-2990.
SUPPLEMENTARY INFORMATION: After considering certain of the
recommendations of the Task Force on Disclosure Simplification, the
Commission today is proposing the amendment of Rule 401,1 Rule
424,2 Rule 462,3 Rule 463 4 and Rule 503 5 under
the Securities Act of 1933 (``Securities Act'').6 The Commission
also is proposing the elimination of Rule 507 7 under the
Securities Act. Amendments are being proposed to the following
Securities Act forms: Form SB-1,8 Form SB-2,9 Form S-
1,10 Form S-3,11 Form S-11,12 Form S-4,13 Form F-
1,14 Form F-3,15 Form F-4 16 and Form D.17 In
addition, the Commission proposes the elimination of Form SR 18
under the Securities Act and Form 8-B 19 under the Securities
Exchange Act of 1934 (``Exchange Act'').20 The Commission proposes
to add Rule 12a-8 21 under the Exchange Act. In addition,
amendments are being proposed to the following Exchange Act rules and
forms: Rule 12d1-2,22 Rule 12g-3,23 Rule 15d-5,24 Form
8-A,25 Form 20-F,26 Form 10-Q,27 Form 10-QSB,28
Form 10-K,29 and Form 10-KSB.30 Amendments also are being
proposed to the following rule and form applicable to investment
companies: Rule 497 under the Securities Act 31 and Form N-2
32 under the Investment Company Act of 1940.33
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\1\ 17 CFR 230.401.
\2\ 17 CFR 230.424.
\3\ 17 CFR 230.462.
\4\ 17 CFR 230.463.
\5\ 17 CFR 230.503.
\6\ 15 U.S.C. 77a et seq.
\7\ 17 CFR 230.507.
\8\ 17 CFR 239.9.
\9\ 17 CFR 239.10.
\10\ 17 CFR 239.11.
\11\ 17 CFR 239.13.
\12\ 17 CFR 239.18.
\13\ 17 CFR 239.25.
\14\ 17 CFR 239.31.
\15\ 17 CFR 239.33.
\16\ 17 CFR 239.34.
\17\ 17 CFR 239.500.
\18\ 17 CFR 239.61.
\19\ 17 CFR 249.208b.
\20\ 15 U.S.C. 78a et seq.
\21\ 17 CFR 240.12a-8.
\22\ 17 CFR 240.12d1-2.
\23\ 17 CFR 240.12g-3.
\24\ 17 CFR 240.15d-5.
\25\ 17 CFR 249.208a.
\26\ 17 CFR 249.220f.
\27\ 17 CFR 249.308a.
\28\ 17 CFR 249.308b.
\29\ 17 CFR 249.310.
\30\ 17 CFR 249.310b.
\31\ 17 CFR 230.497.
\32\ 17 CFR 239.14 and 274.11a-1.
\33\ 15 U.S.C. 80a-1 et seq.
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I. Background
On March 5, 1996, the Task Force on Disclosure Simplification
(``Task Force'') presented its Report (``Task Force Report''),34
which recommended the elimination or modification of many rules and
forms, and proposed suggestions for simplifying significant aspects of
securities offerings. In conjunction with the publication of the Task
Force Report, the Commission proposed for public comment the
elimination of 45 rules and four forms. Most of these proposals are
being adopted today in a separate release.35
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\34\ The Task Force Report is available for inspection and
copying in the Commission's public reference room. The Report also
is posted on the Commission's Internet web site (http://
www.sec.gov). Persons interested in commenting on the Report may do
so by referring to File No. S7-6-96 and, as noted above, submitting
comments in paper or electronically.
\35\ See Release No. 33-7300 (May 31, 1996).
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After further consideration of the Task Force recommendations, the
Commission now is proposing for public comment the further elimination
of two forms and one rule. The Commission also is proposing to add one
rule, and to amend nine rules and 17 forms in order to simplify and
improve the disclosure process.
The Commission's issuance of these proposals does not reflect its
views on the merits of the remaining recommendations in the Task Force
Report that it has not yet considered. As it further considers other
recommendations made in the Task Force Report, the Commission
anticipates making other proposals aimed at streamlining the disclosure
process.
The Commission's principal proposals contained in this release are
as follows:
The Form D federal filing requirement would be
eliminated for the Regulation D 36 and Section 4(6) 37
exemptions, although Form D itself would be retained;
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\36\ 17 CFR 230.501 through 17 CFR 230.508.
\37\ 15 U.S.C. 77d(6).
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Form SR, the use of proceeds report for initial public
offerings, would be eliminated, and the information currently required
by Form SR would be required in Exchange Act periodic reports;
Form 8-B, which pertains to the registration of the
securities of successor issuers, would be eliminated;
The Securities Act registration forms would be amended
to permit issuers to register concurrently a public offering under the
Securities Act and a class of securities under the Exchange Act by
filing a single form that would cover both registrations;
Form 8-A, the short-form Exchange Act registration
statement, would be amended to provide automatic effectiveness for all
securities that are registered on that Form, as currently is the case
for exchange-listed debt securities; and
Post-effective amendments to Securities Act
registration statements filed solely to add exhibits would become
effective automatically upon filing.
[[Page 30406]]
II. Forms
A. Form D
The Commission currently requires the filing of Form D by an issuer
that engages in an unregistered offering of its securities in reliance
on an exemption under Regulation D or Section 4(6) of the Securities
Act. For each claimed exempt offering, an issuer must file a Form D
with the Commission no later than 15 days after the first sale of
securities. Form D requires the issuer to disclose basic information
concerning the identity of the issuer and the offering, including the
exemption being claimed and information regarding the offering price,
number of investors, expenses, and use of proceeds. An issuer also may
use the Form to give notice to state securities regulators of its
reliance on the Uniform Limited Offering Exemption (``ULOE'') 38
for its securities offering exemption in states that have adopted ULOE
and Form D.
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\38\ See NASAA Rep. (CCH) para. 6201. The North American
Securities Administrators Association, Inc. (``NASAA'') adopted the
ULOE in 1983 to provide a model blue sky exemption for certain
offers or sales of securities that are sold in compliance with Rules
505 and 506 of Regulation D under the Securities Act. The purposes
of the ULOE are two-fold: to create a state limited offering
exemption that is compatible with federal exemptions and to create a
uniform exemption that could be adopted by the states.
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The Commission proposes to amend Form D to eliminate the federal
requirement that issuers file Form D when relying on the Regulation D
or Section 4(6) exemptions.39 A Form D typically provides only
minimal information about the issuer and the offering. Moreover, the
Commission does not require an issuer to file a notice when making
offerings under certain other exemptions from Securities Act
registration, such as an intrastate offering under the Rule 147 safe
harbor.40 Certain information regarding unregistered sales,
similar to that provided in Form D, is currently required by Item 701
of Regulation S-K,41 which applies to an issuer registering an
initial public offering or other offering of securities on Form S-1, as
well as to a foreign private issuer registering an offering of
securities on Form F-1. Small business issuers are required to disclose
similar information pursuant to the requirements of Form SB-1 and the
requirements of Item 701 of Regulation S-B,42 which applies to
offerings registered on Form SB-2.43
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\39\ In 1994, 7,494 filings on Form D were made. From January
through October 1995, 6,066 filings were made.
\40\ 17 CFR 230.147. See also 15 U.S.C. 77c(a)(11).
\41\ 17 CFR 229.701.
\42\ 17 CFR 228.701.
\43\ The Commission has proposed to require disclosure requiring
unregistered sales on a quarterly basis, including information about
sales pursuant to Regulation D. See Release No. 33-7189 (June 27,
1995) (60 FR 35656).
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Although the additional information provided in Form D is of
minimal usefulness for federal purposes, the Commission notes that many
states appear to find that Form useful. The Commission recognizes that
a single federal form has obviated the need for multiple state forms
for the purposes of ULOE. Thus, the Form has had the effect of creating
a uniform state approach to ULOE notifications.
As a result, the Commission proposes to retain Form D, but to
eliminate the Form D filing requirement for the Regulation D and
Section 4(6) exemptions. The Commission proposes to amend Rule 503,
which sets forth the notice filing requirement for issuers claiming a
Regulation D exemption, to require issuers to prepare and retain the
Form D notice after the first sale of securities. As proposed, Form D
would be required to be retained by the issuer in its records for at
least three years after the first sale of securities made in reliance
on Regulation D, subject to possible inspection by the Commission's
staff. Since the requirement to file Form D would be rescinded, the
Commission proposes to eliminate Rule 507, which provides that an
issuer is ineligible to claim a Regulation D exemption if it has
previously been subject to a court order for failing to comply with the
notice requirement of Rule 503. The Commission looks forward to working
with NASAA in reconciling differing federal and state regulatory needs
with respect to Form D.
Comment is requested as to whether Form D is useful to investors
and issuers. Should Form D be rescinded altogether? Does Form D provide
information that would not otherwise be available in other disclosure
documents? Should the Commission require issuers to prepare and retain
Form D only if they are required to file the Form for state securities
law purposes? Rather than require the preparation of the Form at all,
should the Commission require issuers to have available upon request by
the Commission or its staff the information currently contained in Form
D for a three-year period? Would the elimination of the Form D filing
requirement for Regulation D purposes hinder the securities offering
exemption program in those states that have adopted ULOE and Form D?
Are there any states that require a Form D in Rule 504 offerings and is
it necessary to maintain a Form D recordkeeping requirement for
offerings pursuant to Rule 504? Should Form D be revised to reflect its
primary usefulness for state regulatory purposes, and if so, how? Is a
recordkeeping requirement for Form D reasonable, and if so, would a
shorter period, e.g., one year or two years, or longer period, e.g.,
five years, be more appropriate?
The Commission solicits comment on whether Form D should be
eliminated for Regulation D purposes, but retained for the purposes of
Section 4(6). If Form D is retained for Section 4(6) purposes, should
issuers be required only to prepare and retain, rather than file, the
Form?
If the proposal to require quarterly disclosure of unregistered
sales is adopted, would this adequately substitute for the information
provided by Form D with respect to issuers required to file reports
with the Commission? Would this create an information gap with respect
to non-reporting issuers? Should Form D be eliminated only if the
Commission adopts this proposal?
B. Form SR
Rule 463 under the Securities Act requires issuers to report on
Form SR the use of proceeds following an initial public offering within
ten days of the first three months following the effective date of the
registration statement, and every six months thereafter, until the
later of the termination of the offering or the application of all the
offering proceeds.44 The Commission proposes to eliminate Form SR
in favor of requiring first-time issuers to report the use of proceeds
in their first periodic Exchange Act report (quarterly report or annual
report, whichever is filed first) after effectiveness, and thereafter
in their periodic Exchange Act reports through the later of the
application of the proceeds or the termination of the offering.
Although this proposal would increase the frequency with which domestic
issuers would report this information, the consolidation of disclosure
requirements would facilitate reporting by registrants by reducing the
number of forms they would be required to file to satisfy their
substantive reporting obligations. Furthermore, these important
disclosures regarding the use of proceeds and the progress of the
offering would appear within a
[[Page 30407]]
filing that is more commonly monitored by investors, and would further
the integrated disclosure scheme.
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\44\ In 1994 and 1995, 2,103 and 1,635 such filings were made,
respectively.
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The Commission proposes to amend Rule 463 to reflect the proposed
changes. In addition, the Commission proposes to amend the periodic
reporting forms under the Exchange Act (Forms 10-Q, 10-QSB, 10-K, and
10-KSB) by adding a disclosure item that would require all of the
information currently required by Form SR.45 Of course, the
disclosure would continue to be required only of first-time issuers.
Comment is solicited on whether the disclosure requirement should
instead be placed in Regulations S-K and S-B, with the periodic
reporting forms referring to that disclosure item.
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\45\ The proposed amendments to these forms assume that the
Commission's rule proposal pertaining to disclosure of Item 701 of
Regulations S-K and S-B information on a quarterly basis (see n.43
above) is adopted before these proposed amendments are adopted. As
currently contemplated, the use of proceeds information would appear
as a separate item in the periodic report immediately following the
Item 701 information. If the Item 701 rule proposal is not adopted
before the amendments proposed today, corresponding changes would be
made to the item designations within the amended forms.
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The Commission also proposes to amend Form 20-F, the Exchange Act
annual report form applicable to foreign private issuers,46 to
require disclosure of the use of proceeds information currently
contained in Form SR. Foreign private issuers, unlike domestic issuers,
are not required to file Exchange Act periodic reports on Forms 10-Q or
10-KSB, but are required to submit to the Commission the periodic
reports prepared in accordance with home jurisdiction requirements. As
a result of the Commission's proposal, foreign private issuers would be
reporting the use of proceeds information on an annual, rather than
quarterly, basis. Comment is requested as to whether it is appropriate
to permit foreign private issuers to report use of proceeds information
on a less frequent basis than domestic issuers. Should Form SR be
retained for foreign private issuers? If so, should the Form be
retained for domestic issuers as well? In light of requirements under
Form 20-F under which most information relating to transactions with
affiliates is based on home country disclosure requirements, should
foreign private issuers continue to be required to disclose separately
the use of proceeds with respect to direct or indirect payments to
directors, officers or general partners or their associates, to persons
owning ten percent or more of the issuer's equity securities and other
affiliates of the issuer or should such requirement be eliminated
(whether Form SR is retained for foreign private issuers or not)?
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\46\ ``Foreign private issuer'' is defined in Exchange Act Rule
3b-4(c) (17 CFR 240.3b-4(c)).
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Comment is requested as to whether the filing of a separate Form SR
continues to serve a useful purpose, or whether reliance on Exchange
Act reporting obligations would protect sufficiently the interests of
investors. Would the proposal unduly burden the periodic reporting
responsibilities of issuers by requiring the reporting of use of
proceeds information on a quarterly basis rather than on a semi-annual
basis, as is currently the case?
It is possible that an issuer would have its Exchange Act reporting
obligation terminate prior to the application of all proceeds from its
initial public offering. Comment is requested as to the need for
continued disclosure in this situation.
The proposed amendments to the Exchange Act periodic reports
require disclosure of the amount of the issuer's net offering proceeds
used for any purpose for which at least five percent of the issuer's
total proceeds or $50,000, whichever is less, has been used. This
reflects the current Form SR requirement. Comment is solicited as to
whether the five percent and $50,000 threshold figures, which were set
in 1971, should be retained or raised to ten percent, or $75,000 or
$100,000, respectively, to reflect inflation. Irrespective of the
threshold levels used, should the requirement be the greater of five
percent or $50,000 (or whatever the threshold figures may be)? In
addition, comment is solicited as to whether the periodic forms should
be amended as proposed to include all of the current Form SR
disclosure, including the information requirement regarding offerings
that terminate without any sales, or whether any such disclosure
currently required in Form SR should be eliminated.
C. Form 8-B
The Commission proposes to eliminate Exchange Act Form 8-B,
regarding registration of securities of successor issuers, because
Exchange Act Rule 12g-3 has rendered that Form largely superfluous.
Form 8-B was adopted in 1936 to provide for registration of securities
of certain successor issuers under Section 12 of the Exchange
Act.47 An issuer uses Form 8-B to register its securities when the
issuer has no securities registered under section 12 of the Exchange
Act, but has succeeded to an issuer that had securities registered
under section 12 at the time of the succession.
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\47\ 15 U.S.C. 78l. ``Succession'' is defined in Exchange Act
Rule 12b-2 (17 CFR 240.12b-2).
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The Commission received only 59 Form 8-B filings in 1994 and 58
such filings in 1995. The usefulness of Form 8-B has been limited
because of the application of Exchange Act Rule 12g-3 to successor
issuers. In the event of a succession by merger, consolidation,
exchange of securities, or acquisition of assets, Rule 12g-3
automatically deems to be registered under section 12 of the Exchange
Act the equity securities of an issuer not previously registered under
section 12 that are issued to the holders of equity securities
registered pursuant to that section. Hence, a successor to an issuer
with a class of securities registered under section 12 is deemed to
succeed to that registration and need not file a Form 8-B.
In order to accommodate the elimination of Form 8-B, the Commission
proposes to expand Rule 12g-3 to include any transactions or securities
that are currently covered by Form 8-B, but not current Rule 12g-
3.48 Such transactions include the succession of a non-reporting
issuer to more than one reporting issuer, either through consolidation
into a new entity or a holding company formation. Currently, such a
succession would require both existing issuers to deregister their
securities under the Exchange Act, after which the successor would file
a Form 8-B. As proposed, when a non-reporting issuer succeeds to the
registration of more than one reporting issuer and the reporting
issuers are registered under different paragraphs of section 12, the
successor issuer would be able to elect the section 12 paragraph under
which it would be deemed registered by noting this election in the Form
8-K disclosing the succession. Comment is requested whether this is
appropriate. Would it be more effective to deem the successor issuer
registered under section 12(b)?
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\48\ Consistent with current practice, the successor issuer
would be required to file a Form 8-K with respect to the transaction
and subsequently comply with all of the applicable provisions of the
Exchange Act. See Items 1 and 2 of Form 8-K (17 CFR 249.308).
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The Commission proposes to amend Rule 12g-3 to clarify that the
rule applies to issuers with securities registered under section 12(b)
of the Exchange Act,49 as well as to those with securities
registered under section 12(g).50 Accordingly, Rule 12g-3 as
proposed to be amended would apply to any class of securities, whether
exchange-listed, required to be registered under section 12(g) of the
[[Page 30408]]
Exchange Act, or voluntarily registered under section 12(g) of the
Exchange Act.51
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\49\ 15 U.S.C. 78l(b).
\50\ 15 U.S.C. 78l(g).
\51\ Section 12(g) of the Exchange Act only requires the
registration of equity securities. The Commission notes that the
proposed rule could impose reporting obligations on a limited class
of issuers not currently subjected by Rule 12g-3 to reporting
following a succession because the predecessor issuer had a class of
securities registered under section 12 voluntarily. However, the
Commission notes that the proposal should not impose any undue
burdens as a result of this situation, because such an issuer would
likely be able to terminate the registration under section 12
immediately following the succession.
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The Commission also proposes to amend Exchange Act Rule 15d-5,
which pertains to the automatic assumption of reporting obligations by
a non-reporting issuer that succeeds to an issuer that has reporting
obligations under section 15(d) of the Exchange Act.52 In
connection with a succession by merger, consolidation, exchange of
securities or acquisition of assets, Rule 15d-5 automatically transfers
the section 15(d) reporting obligations of a predecessor issuer to
equity securities issued by a non-reporting successor issuer in
connection with the succession. Consistent with its proposed amendment
to Rule 12g-3, the Commission proposes to amend Rule 15d-5 so that it
would cover all securities issued by a non-reporting issuer, not just
equity securities.
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\52\ 15 U.S.C. 78o(d).
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Comment is requested as to whether Form 8-B continues to be useful
to issuers and investors. Comment is solicited regarding whether there
are any other situations in which a company currently files a Form 8-B
that would not be encompassed by proposed Rule 12g-3. Are there any
additional notification or other benefits to investors if an issuer
files on Form 8-B in addition to filing its Form 8-K report?
III. Registration Requirements
A. Concurrent Exchange Act/Securities Act Registration
The Commission proposes to permit a company to register
concurrently a public offering under the Securities Act and a class of
securities under the Exchange Act by filing a single form that would
cover both registrations.
Under current rules, a reporting company can register a class of
securities under the Exchange Act on a short form registration
statement, Form 8-A. Form 8-A requires only a description of the
registrant's securities pursuant to Item 202 of Regulation S-K 53
and the filing of certain exhibits.54 Pursuant to staff practice,
an issuer registering an initial public offering is permitted to use
Form 8-A even though it is not subject to reporting until after the
effectiveness of that Securities Act registration statement.
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\53\ 17 CFR 229.202. The Commission proposes to amend Form 8-A
to require a parallel description of registrant's securities
pursuant to Item 202 of Regulation S-B (17 CFR 228.202) for small
business issuers that use Form 8-A.
\54\ Form 8-A can incorporate by reference information that is
contained in other filings made with the Commission.
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Under the current rules, registrants that are concurrently
registering a class of securities under the Securities Act and the
Exchange Act must file two forms, Form 8-A and the appropriate
Securities Act form. Since the Securities Act form will contain or
incorporate by reference all of the information called for by Form 8-A,
the Commission proposes to eliminate the Form 8-A filing requirement
when there is a Securities Act registration statement.55
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\55\ The $250 filing fee normally payable upon the filing of a
registration statement under the Exchange Act would not apply to
securities registered concurrently on a Securities Act form.
Currently, the Commission is considering a proposal to rescind all
Exchange Act filing fees. See Release No. 33-7293 (May 16, 1996). If
the fee proposal is not adopted by the time that the concurrent
registration rule proposals are adopted, the Commission proposes in
this release to rescind the $250 filing fee for all Exchange Act
registrations of securities that are made concurrently with
Securities Act filings, as well as for all Form 8-A filings.
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In order to provide for concurrent registration under the
Securities Act and the Exchange Act, the Commission is proposing to
amend Forms SB-1, SB-2, S-1/F-1, S-3/F-3, S-4/F-4, and S-11 56 and
Form N-2 for certain closed-end investment companies and business
development companies.57 The respective forms would each be
modified to include a box on the cover page of the registration
statement that could be checked to indicate when concurrent Exchange
Act registration is being made, and to include certain other
information, such as the title of the class of securities to be
registered under the Exchange Act. The proposed procedure for
concurrent registration is intended to facilitate dual Securities Act
and Exchange Act.
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\56\ The Task Force recommended the elimination of Forms S-2/F-2
in its Report. If these Forms have not been eliminated before
adoption of the concurrent registration proposal, the Commission
currently intends to modify Forms S-2/F-2 in the same manner.
\57\ Closed-end investment companies that register their shares
on an exchange and business development companies are required to
register their securities under Sections 12(b) and 12(g),
respectively, of the Exchange Act.
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In addition to the Securities Act rules applicable to the filing
and effectiveness of the registration statement, Exchange Act Rule
12d1-2, which pertains to the effectiveness of the registration
statement for Exchange Act purposes, would be applicable to the
concurrent registration statement. Under this proposal, the
registration of a class of securities under section 12(g) of the
Exchange Act would become effective at the same time as the
effectiveness of the registration statement pertaining to such
securities under the Securities Act. However, the registration under
section 12(b) of the Exchange Act of a class of securities to be listed
on a national securities exchange would not become effective until
after certification had been received by the Commission from the
national securities exchange, as required by section 12(d) of the
Exchange Act.58
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\58\ 15 U.S.C. 78l(d). Rule 12d1-2 would be amended to provide
that the Exchange Act registration would be effective at the same
time as the Securities Act registration statement, or at the time
certification has been received by the Commission, whichever is
later.
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The Commission does not propose to permit concurrent registration
for securities registered on ``shelf'' registration statements in which
the securities will be offered and sold on a delayed basis in reliance
on Rule 415(a)(1)(x),59 since those registration statements
normally do not include an adequate description of the securities for
the purposes of Exchange Act registration.60 However, concurrent
Exchange Act registration would be available for a continuous offering
of securities that is registered on a ``shelf'' registration
statement.61
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\59\ 17 CFR 230.415(a)(1)(x).
\60\ Item 1 of Form 8-A requires issuers to provide a
description of the securities to be registered that satisfies the
requirements of Item 202 of Form S-K.
\61\ Rule 415(a)(1)(ix) permits registration of continuous
offerings that begin promptly after effectiveness of the
registration statement and may continue for more than 30 days.
Because a continuous offering must commence promptly, the
registration statement pertaining to such offerings would contain
sufficient information to satisfy the requirements of Item 202 of
Regulation S-K.
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When concurrent registration is not available, Form 8-A would still
have to be used. The Commission proposes to streamline the current Form
8-A procedure by providing automatic effectiveness for all registration
statements on that Form, just as currently provided for exchange-listed
debt securities.62 There appears to be little justification for
differentiating between debt and equity securities.
[[Page 30409]]
Since Form 8-A primarily incorporates by reference information found in
other Commission filings that may be subject to prior staff review,
staff review of these Form 8-A filings is not needed. Thus, automatic
effectiveness would simplify the logistics of Exchange Act registration
without affecting the quality of disclosure available to the public.
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\62\ If used for section 12(g) registration, the Form 8-A would
be effective upon filing with the Commission. If used for section
12(b) registration, the Form 8-A would become effective upon the
later of filing with the Commission, or the Commission's receipt of
certification from the national securities exchange.
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The availability of concurrent registration of securities on a
Securities Act registration statement and automatic effectiveness of
the Form 8-A would render superfluous the special procedures for
registration of debt securities listed on a national securities
exchange on Form 8-A.63 Accordingly, the Commission proposes
conforming amendments to Form 8-A and to Rule 12d1-2.
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\63\ In 1994, the Commission amended its rules to permit a Form
8-A filed with respect to a class of debt securities to be listed on
a national securities exchange to become effective simultaneously
with the effectiveness of the Securities Act registration statement
pertaining to such debt securities. See Release No. 34-34922 (Nov.
1, 1994) (59 FR 55342).
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Comment is requested as to whether Form 8-A should be retained when
a registration statement under the Securities Act also is being filed
with respect to the same class of securities. Should a check box be
added to Form 8-A instead to indicate the registrant's request for
concurrent effectiveness? The Commission solicits comment on whether
issuers would find the concurrent registration procedure useful. Do
issuers consider the filing of a Form 8-A burdensome? Comment is
generally requested regarding the procedural mechanisms of the
concurrent registration system, including timing, requests for
acceleration and withdrawal. With respect to the concurrent
registration of securities on one form for Exchange Act and Securities
Act purposes, comment is solicited as to whether a filing made on the
Electronic Data Gathering, Analysis and Retrieval (``EDGAR'') system
should have a tag that identifies the registration statement as one in
which Exchange Act registration also is contemplated.
As noted above, the proposals for concurrent registration would not
apply to delayed offerings of securities registered on ``shelf''
registration statements under Rule 415(a)(1)(x). Are there other
delayed offerings permitted under Rule 415 for which there may not be
an adequate description of securities? Would the automatically
effective Form 8-A be a streamlined enough procedure, or should the
Commission establish a concurrent registration procedure applicable to
delayed offerings? Comment is solicited as to whether the description
of the securities to be registered contained in such registration
statements would, in some cases, satisfy the requirements of Item 202
of Regulation S-K. If so, should the concurrent registration procedure
be available? If not, should the concurrent registration procedure be
permitted if the Item 202 information is incorporated into the Form 8-A
from the prospectus filed under Rule 424(b)?
The Commission also requests comment on the desirability of
providing automatic effectiveness for all securities registered on Form
8-A. Should issuers have the option of delaying the effectiveness of a
Form 8-A registration statement? Are there occasions when it would be
more convenient for issuers to file Form 8-A early and request
acceleration when needed? Regardless of whether concurrent registration
or automatic effectiveness is adopted, the Commission also is
considering eliminating the requirement in Form 8-A that issuers file
certain exhibits with the copy of the Form 8-A that is filed with each
national securities exchange on which the securities are to be
registered.64 Comment is solicited as to whether these exhibits
continue to be useful to the national securities exchanges that receive
such exhibits or, if not, whether the exhibit requirement should be
eliminated.
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\64\ These exhibits include, for example, copies of the last
annual report filed pursuant to section 13 or 15(d) of the Exchange
Act, copies of the latest definitive proxy statement filed with the
Commission, and copies of the issuer's charter and by-laws.
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B. Registration Requirements for American Depositary Receipts
The Commission proposes to eliminate the registration requirement
under section 12(b) of the Exchange Act for American Depositary
Receipts (``ADRs'') registered on Form F-6 65 under the Securities
Act.
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\65\ 17 CFR 239.36.
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Under current rules, a foreign issuer whose common stock is traded
on Nasdaq in the form of ADRs must register the common stock under
Section 12(g) of the Exchange Act, but is not required to register the
ADRs. A foreign issuer whose common stock is listed on a national
securities exchange, however, is required to register both the common
stock and the ADRs under Section 12(b) of the Exchange Act. There
appears to be little benefit to investors by applying an Exchange Act
registration and reporting obligation to the listed ADRs in addition to
the deposited securities. It is common practice for the Exchange Act
registration statement and reports of foreign issuers to be used to
satisfy the requirements for both the deposited securities and the
listed ADRs. With respect to the issuer's preparation of an Exchange
Act registration statement, the proposal would eliminate only the
requirement to list the ADR on the cover page of the registration
statement. Eliminating the Exchange Act registration and reporting
obligation with respect to the listed ADRs would not appear to have a
material impact on the content of disclosure, and would be consistent
with the existing view of ADRs as a mechanism for investment in the
underlying foreign securities. In these circumstances, Exchange Act
registration imposes a regulatory burden that has no apparent benefit
to investors, since it results in no additional disclosure and creates
an unwarranted regulatory distinction between Nasdaq-traded ADRs and
exchange-listed ADRs.
The Commission proposes to add Rule 12a-8 under the Exchange Act to
exempt ADRs registered on Form F-6 from the registration requirements
of section 12(b). The section 12(b) registration requirements, however,
would continue to apply to the class of securities underlying the ADRs.
Comment is solicited as to whether the Section 12(b) registration
requirements for ADRs continue to provide useful disclosure to
investors. Assuming that the underlying deposited securities continue
to be subject to section 12(b) registration, are there any concerns
unique to exchange-traded securities that would warrant continued
Exchange Act registration of such ADRs? 66
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\66\ If Section 12(b) registration is not rescinded with respect
to ADRs, the Commission proposes to provide concurrent Exchange Act
registration for ADRs on Form F-6, the Securities Act registration
form for ADRs.
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C. Securities Act Form Eligibility
The Commission proposes to amend Rule 401(c) under the Securities
Act to permit an issuer to switch to a shorter Securities Act form at
the time of filing any amendment if it has become eligible to use the
shorter form since filing its initial registration statement.
Currently, under Rule 401 under the Securities Act, the form and
content of a registration statement and prospectus are determined on
the initial filing date of such registration statement and prospectus.
An issuer is not permitted under Rule 401 to reevaluate its status
until it files a post-effective amendment pursuant to Section 10(a)(3)
67 of the
[[Page 30410]]
Securities Act. As such, even if an issuer meets the eligibility
criteria to use a shorter form at the time of filing a pre-effective or
post-effective amendment (other than a Section 10(a)(3) post-effective
amendment), current rules require it to file the amendment on the
longer form that applied at the time of its initial registration
statement.
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\67\ 15 U.S.C. 77j(a)(3).
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In its Report, the Task Force recommended that an issuer be
permitted to take advantage of a form if it meets the eligibility
criteria for that form at the time it files an amendment. The
Commission proposes to revise Rule 401(c) to permit issuers to
determine the appropriate form upon filing any amendment, including
pre-effective and post-effective amendments. This proposal should ease
filing burdens on issuers without causing any harm to investors. In
order to assure that the change would not impose new burdens, the rule
would continue to provide that if an issuer files an amendment other
than for the purposes of section 10(a)(3), an issuer would not be
required to use a form that is different from the one used for its last
section 10(a)(3) amendment, or if none has been filed, its initial
registration statement.
The Commission requests comment on whether the proposed change for
determining the availability of a short form when filing a pre- or
post-effective amendment is appropriate.
D. Rule 424(d)--Radio and Television Broadcast Prospectuses
Rules 424(d) and 497(f) currently provide that prospectuses of
corporate issuers and investment companies, respectively, consisting of
a radio or television broadcast must be reduced to writing and filed at
least five days before they are broadcast or otherwise issued to the
public. Although the Securities Act provides that such prospectuses may
be treated differently than other prospectuses in certain
circumstances,68 this filing requirement imposes a burden on
issuers using such prospectuses that does not appear necessary for
investor protection purposes. Accordingly, the Task Force recommended
elimination of the requirement of filing five days prior to first
broadcast. In accordance with this recommendation and in view of the
increasing use of electronic media in connection with securities
offerings, it is proposed that Rules 424(d) and 497(f) be amended to
eliminate the special filing requirements for these
prospectuses.69 While Rules 424(d) and 497(f) would maintain the
requirement that radio or television broadcast prospectuses be reduced
to writing, it is proposed that such prospectuses be filed with the
Commission in accordance with the requirements applicable to other
types of prospectuses. Pursuant to these amendments, radio and
television broadcast prospectuses would be filed, in the case of
corporate issuers, in accordance with the timing specified in Rule 424
(between two to five days after use depending on the subject matter of
the prospectus), and, in the case of investment companies, any time
prior to use in accordance with Rule 497(e).
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\68\ Under section 10(f) of the Securities Act (15 U.S.C.
77j(f)), the Commission is granted the authority to require radio
and television broadcast prospectuses to be filed along with other
forms of prospectuses used in connection with the sale of the
registered securities.
\69\ Such an approach would be consistent with the positions set
forth in Securities Act Release No. 33-7233 (October 6, 1995)
concerning the use of electronic media for delivery purposes.
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Comment is solicited as to whether the current five day pre-
broadcast filing requirement should be retained or if a shorter period
would be more appropriate.
Comment is solicited as to whether a pre-broadcast filing
requirement should be retained for corporate issuers. Comment is
solicited as to whether all radio and television prospectuses would fit
within one of the other existing categories in Rule 424, and if not, is
there a need for a separate filing rule for these prospectuses under
Rule 424? Comment is requested as to whether there should be a uniform
filing requirement for all issuers for these types of prospectuses.
E. Exhibits
The Commission proposes to permit automatic effectiveness of a
post-effective amendment filed solely to add an exhibit. Following
effectiveness, issuers may update their registration statements to
include new consents, opinions or other exhibits. Under current rules,
registrants eligible to use Forms S-3/F-3 may file updated exhibits
post-effectively on Form 8-K. The exhibit is then automatically
incorporated by reference into its prospectus. By contrast, registrants
that are not eligible to use Form S-3/F-3 can accomplish the filing of
updated exhibits only by way of post-effective amendments, which are
subject to possible staff review. Even if such amendments are not
selected for review, there may be a delay between the time the
amendments are filed and when they are declared effective.
In order to facilitate the filing of updated exhibits by non-S-3/F-
3 registrants and eliminate delays, the Commission proposes to add new
Rule 462(d) to permit any post-effective amendments filed solely to add
exhibits, either generally or in reference to particular exhibits, to
become effective automatically upon filing. A check box and a new EDGAR
form type would be added to Forms SB-1, SB-2, S-1/F-1, S-4/F-4, and S-
11 70 to permit such automatic effectiveness.
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\70\ As noted above, the Task Force recommended that Forms S-2/
F-2 be eliminated. If these Forms have not been eliminated before
adoption of the automatic effectiveness proposal, the Commission
currently intends to adopt corresponding changes to them.
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The proposed rule is not intended to affect an issuer's disclosure
obligations. It would not be available for the filing of exhibits that
would trigger the filing of a post-effective amendment to update the
prospectus. In addition, the proposed rule would not provide automatic
effectiveness to post-effective amendments that include an exhibit that
otherwise should have been filed pre-effectively. Accordingly, in these
situations, the issuer would not be permitted to check the box for
automatic effectiveness.
Comment is requested as to whether the current availability of
staff review of post-effective amendments filed solely to add an
exhibit continues to be useful to investors and issuers. The Commission
also requests comment on whether it would be useful to extend automatic
effectiveness of post-effective amendments to Forms S-3/F-3.
IV. General Request for Comment
Any interested persons wishing to submit comment on any of the
proposals set forth in this release are invited to do so by submitting
them in triplicate to Jonathan G. Katz, Secretary, U.S. Securities and
Exchange Commission, 450 Fifth Street, NW., Washington, DC 20549.
Comments also may be submitted electronically at the following E-mail
address: rule-comments@sec.gov. All comment letters should refer to
File Number S7-15-96. This file number should be included on the
subject line if E-mail is used. Comment is specifically requested as to
whether any of the rules or forms that have been proposed to be
eliminated provide disclosure that is material to investors, issuers or
other market participants, the states or any other entity. Comment also
is requested on any competitive burdens that might result from the
adoption of any of the proposals. All comments will be considered by
the Commission in complying with its responsibility under
[[Page 30411]]
Section 23(a) of the Exchange Act.71 Comments received will be
available for public inspection and copying in the Commission's public
reference room, 450 Fifth Street, NW, Washington, DC 20549.
Electronically submitted comment letters will be posted on the
Commission's Internet web site (http://www.sec.gov).
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\71\ 15 U.S.C. 78w(a).
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V. Cost-Benefit Analysis
Commenters are requested to provide their views and data relating
to any costs and benefits associated with these proposals to aid the
Commission in its evaluation of the costs and benefits that may result
from the changes proposed in this release. It is anticipated that these
proposals will benefit those with filing obligations by simplifying or
clarifying current rules and by eliminating rules and forms that are
outdated or rarely used for other reasons. No detrimental effects to
investors are expected. It is not believed that the changes outlined in
this release will affect significantly the overall costs and burdens
associated with filing requirements generally. If these proposals
contain anything that could increase the burdens on issuers, the
Commission believes such burdens will be outweighed by the benefits to
investors and the increase in convenience to issuers.
VI. Summary of Initial Regulatory Flexibility Analysis
An initial regulatory flexibility analysis has been prepared in
accordance with 5 U.S.C. 603 concerning the proposed amendments. The
analysis notes that the amendments would eliminate certain forms and
one rule, add one rule, and revise other rules to change or modernize
them.
As discussed more fully in the analysis, the proposals would affect
persons that are small entities, as defined by the Commission's rules.
It is not expected that materially increased reporting, recordkeeping
and compliance burdens would result from the changes. The analysis also
indicates that there are no current federal rules that duplicate,
overlap or conflict with the rules and forms to be amended.
As stated in the analysis, several possible significant
alternatives to the proposals were considered, including, among others,
establishing different compliance or reporting requirements for small
entities or exempting them from all or part of the proposed
requirements. As discussed more fully in the analysis, the nature of
these amendments do not lend themselves to separate treatment, nor
would they impose additional burdens on small business issuers.
Written comments are encouraged with respect to any aspect of the
analysis. Such comments will be considered in the preparation of the
Final Regulatory Flexibility Analysis if the proposed amendments are
adopted. A copy of the analysis may be obtained by contacting Felicia
H. Kung, Division of Corporation Finance, Securities and Exchange
Commission, 450 Fifth Street NW., Washington, DC 20549.
VII. Paperwork Reduction Act
Certain provisions of Regulation C, the section 12(b) and section
12(g) registration requirements of the Exchange Act, and the section
13(a) and 15(d) periodic reporting obligations of the Exchange Act
contain ``collection of information'' requirements within the meaning
of the Paperwork Reduction Act of 1995 (the ``Act'') (44 U.S.C. 3501 et
seq.). The Commission has submitted its proposed revisions to the
information collections required by these provisions to the Office of
Management and Budget (``OMB'') for review in accordance with 44 U.S.C.
3507(a) and 5 CFR 1320.11. The titles of the affected information
collections are ``Form 20-F,'' ``Form 10-Q,'' ``Form 10-QSB, ``Form 10-
K,'' ``Form 10-KSB,'' and ``Form 8-A.''
Under Rule 463 of Regulation C, issuers must report the use of
proceeds following an initial public offering on Form SR. Form SR must
be filed within ten days of the first three months following the
effective date of the registration statement, and every six months
thereafter until the offering has been terminated or all proceeds have
been applied. The Commission's proposal to eliminate Form SR and to
require first-time issuers to report information currently contained in
Form SR on their periodic Exchange Act reports would reduce the number
of forms filed by issuers, but may marginally increase their reporting
or recordkeeping burden by increasing the frequency with which issuers
report use of proceeds information. It is estimated for purposes of the
Paperwork Reduction Act that approximately 28,950 Form 10-Qs and 10,150
Form 10-Ks are filed each year, and that approximately 1,470 Form 10-Qs
and 490 Form 10-Ks would include the proposed disclosure item. It also
is estimated that approximately 6,000 Form 10-QSBs and 2,075 Form 10-
KSBs are filed each year, and that approximately 795 Form 10-QSBs and
265 Form 10-KSBs 72 would include the proposed disclosure item. In
addition, it is estimated that approximately 545 Form 20-Fs are filed
each year, and that approximately 100 Form 20-Fs would include the
proposed disclosure item. The burden for each Form 10-Q, 10-QSB, Form
10-K, Form 10-KSB and Form 20-F that includes the proposed item
disclosure would be increased by an estimated burden of 5.5 hours for a
total increase of annual burden of 17,160 hours with respect to all
five forms.73 If the proposals were adopted: (i) an estimated
1,470 respondents would file Form 10-Q each year with the proposed
disclosure item at an estimated burden of 5.5 hours per filing for an
estimated total annual burden of 8,085 hours; (ii) an estimated 795
respondents would file Form 10-QSB each year with the proposed
disclosure item at an estimated burden of 5.5 hours per filing for an
estimated total annual burden of 4,372.5 hours; (iii) an estimated 490
respondents would file Form 10-K each year with the proposed disclosure
item at an estimated burden of 5.5 hours per filing for an estimated
total annual burden of 2,695 hours; (iv) an estimated 265 respondents
would file Form 10-KSB each year with the proposed disclosure item at
an estimated burden of 5.5 hours per filing for an estimated total
annual burden of 1,457.5 hours and (v) an estimated 100 respondents
would file Form 20-F each year with the proposed disclosure item at an
estimated burden of 5.5 hours per filing for an estimated total annual
burden of 550 hours.
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\72\ These estimates are based on the number of small business
issuers with initial public offerings in fiscal year 1995 and assume
that there are no increases each year.
\73\ Total annual burden hours are determined by multiplying the
estimated average burden hours for completing the particular item by
the estimated number of responses that would include that item.
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Form 8-A, the short-form Exchange Act registration statement, is
used by a reporting company and by a company registering an initial
public offering. The Commission's proposal to permit Exchange Act
registration of a class of securities concurrent with the Securities
Act registration of such securities by requiring registrants to check a
box on the cover page of the Securities Act registration statement
should eliminate the need for the Form 8-A registration statement in
many instances. At the present, approximately 1,940 Form8-As are filed
each year for a total annual burden of 14,550 hours. As a result of the
Commission's proposal, it is estimated that approximately 1,164 fewer
Form 8-As would be filed, for an estimated reduction in total burden
[[Page 30412]]
hours of 8,730 hours. Therefore, if the proposals were adopted, an
estimated 776 respondents would file Form 8-A at an estimated burden of
7.5 hours per filing for an estimated total annual burden of 5,820
hours.
The Commission also proposes to eliminate the federal filing
requirement for Form D, and to eliminate Form SR and Form 8-B.
Responses to the described information collections are mandatory.
Unless a currently valid OMB control number is displayed, an agency may
not sponsor, conduct or require response to an information collection.
In accordance with 44 U.S.C. 3506(c)(2)(B), the Commission solicits
comments on the following: whether the proposed change in the
collection of information is necessary for the proper performance of
the functions of the agency, including whether the information shall
have practical utility; on the accuracy of the Commission's estimate of
the burden of the proposed changes to the collection of information; on
the quality, utility and clarity of the information to be collected;
and whether the burden of collection of information on those who are to
respond, including through the use of automated collection techniques
or other forms of information technology, may be minimized.
Persons desiring to submit comments on the collection of
information requirements should direct them to the Office of Management
and Budget, Attention: Desk Officer for the Securities and Exchange
Commission, Office of Information and Regulatory Affairs, Washington,
DC 20503, with reference to File No. S7-15-96. The Office of Management
and Budget is required to make a decision concerning the collection of
information between 30 and 60 days after publication, so a comment to
OMB is best assured of having its full effect if OMB receives it within
30 days of publication.
VIII. Statutory Basis for the Proposals
The foregoing amendments are proposed pursuant to sections 6, 7, 8,
10 and 19(a) of the Securities Act, sections 3, 12, 13, 15, 23 and 35A
of the Exchange Act, and sections 8, 24, 38 and 54 of the Investment
Company Act of 1940.
List of Subjects
17 CFR Parts 230, 239, 240 and 249
Reporting and recordkeeping requirements, Securities.
17 CFR Part 274
Investment companies, Reporting and recordkeeping requirements,
Securities.
Text of the Proposals
In accordance with the foregoing, Title 17, Chapter II of the Code
of Federal Regulations is proposed to be amended as follows:
PART 230--GENERAL RULES AND REGULATIONS, SECURITIES ACT OF 1933
The authority citation for part 230 continues to read in part as
follows:
Authority: 15 U.S.C. 77b, 77f, 77g, 77h, 77j, 77s, 77sss, 78c,
78(d), 78l, 78m, 78n, 78o, 78w, 78ll(d), 79t, 80a-8, 80a-29, 80a-30,
and 80a-37, unless otherwise noted.
* * * * *
2. By amending Sec. 230.401 by revising paragraph (c) to read as
follows:
Sec. 230.401 Requirements as to proper form.
* * * * *
(c) The form and contents of any amendment to a registration
statement and prospectus, other than an amendment described in
paragraph (b) of this section, shall conform to the applicable rules
and forms as in effect on the filing date of such amendment, or, at the
option of the filer, the filing date of the most recent amendment
described in paragraph (b) of this section or, if no such amendment has
been filed, the initial filing date of the registration statement and
prospectus.
* * * * *
Sec. 230.424 [Amended]
3. By amending Sec. 230.424 in paragraph (d) by removing the phrase
``at least five days before it is broadcast or otherwise issued to the
public'' in the second sentence and in its place adding ``in accordance
with the requirements of this Section''.
4. By amending Sec. 230.462 by adding paragraph (d) to read as
follows:
Sec. 230.462 Immediate effectiveness of certain registration
statements and post-effective amendments.
* * * * *
(d) A post-effective amendment filed solely to add exhibits to a
registration statement shall become effective upon filing with the
Commission.
5. By amending Sec. 230.463 by revising paragraphs (a) and (b) to
read as follows:
Sec. 230.463 Report of offering of securities and use of proceeds
therefrom.
(a) Except as hereinafter provided in this section, following the
effective date of the first registration statement filed under the Act
by an issuer, the issuer or successor issuer shall report the use of
proceeds on its first periodic report filed pursuant to Sections 13(a)
and 15(d) (15 U.S.C. 78m(a) and 78o(d)) of the Securities Exchange Act
of 1934 after effectiveness, and thereafter on each of its subsequent
periodic reports filed pursuant to Sections 13(a) and 15(d) of the
Securities Exchange Act of 1934 through the later of the application of
the offering proceeds, or the termination of the offering.
(b) A successor issuer shall comply with paragraph (a) of this
section only to the extent that a report of the use of proceeds is
required with respect to the first effective registration statement of
the predecessor issuer.
* * * * *
Sec. 230.497 [Amended]
6. By amending Sec. 230.497 in paragraph (f) by removing the phrase
``at least 5 days before it is broadcast or otherwise issued to the
public'' in the second sentence and in its place adding ``in accordance
with the requirements of this Section''.
7. By revising Sec. 230.503 to read as follows:
Sec. 230.503 Notice of sales.
An issuer offering or selling securities in reliance on
Sec. 230.504, Sec. 230.505 or Sec. 230.506 shall prepare a notice on
Form D (17 CFR 239.500) promptly after the first sale of securities.
The issuer shall retain the notice until three years after the date of
the first sale of securities. Upon request, the issuer shall furnish to
the Commission or its staff a copy of the Form D notice.
Sec. 230.507 [Removed and reserved]
8. By removing and reserving Sec. 230.507.
PART 239--FORMS PRESCRIBED UNDER THE SECURITIES ACT OF 1933
9. The authority citation for part 239 continues to read in part as
follows:
Authority: 15 U.S.C. 77f, 77g, 77h, 77j, 77s, 77sss, 78c, 78l,
78m, 78n, 78o(d), 78w(a), 78ll(d), 79e, 79f, 79g, 79j, 79l, 79m,
79n, 79q, 79t, 80a-8, 80a-29, 80a-30 and 80a-37, unless otherwise
noted.
* * * * *
10. By amending Sec. 239.9 by designating the current text as
paragraph (a), and adding paragraphs (b) and (c) to read as follows:
Sec. 239.9 Form SB-1, optional form for the registration of
securities to be sold to the public by certain small business issuers.
* * * * *
(b) Subject to paragraph (c) of this section, this form may be used
for concurrent registration pursuant to section 12 (b) or (g) (15
U.S.C. 78l (b) or (g)) of the Securities Exchange Act of 1934
(``Exchange Act'') of any class of securities being registered on this
form under the Securities Act of 1933.
[[Page 30413]]
(c) If the registrant would be required to file an annual report
pursuant to section 15(d) (15 U.S.C. 78o(d)) of the Exchange Act for
its last fiscal year, except for the fact that the Exchange Act
registration on this form will become effective before such report is
required to be filed, an annual report for such fiscal year shall
nevertheless be filed within the period specified in the appropriate
annual report form.
11. By amending Form SB-1 (referenced in Sec. 239.9) by revising
the title to the form and the facing page, by adding General
Instruction I, by revising the signature requirements in Part II (not
including the Instructions thereto), and by adding paragraph (3) to the
Instructions to ``Signatures'' to read as follows:
Note: The text of Form SB-1 does not, and the amendments thereto
will not, appear in the Code of Federal Regulations.
Form SB-1
U.S. Securities and Exchange Commission Washington, D.C. 20549
Form SB-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 AND SECTION
12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No.________)
----------------------------------------------------------------------
(Name of small business issuer in its charter)
----------------------------------------------------------------------
(State or jurisdiction of incorporation or organization)
----------------------------------------------------------------------
(Primary Standard Industrial Classification Code Number)
----------------------------------------------------------------------
(I.R.S. Employer Identification No.)
----------------------------------------------------------------------
Address and telephone number of principal executive offices)
----------------------------------------------------------------------
(Address of principal place of business or intended principal place
of business)
----------------------------------------------------------------------
(Name, address, and telephone number of agent for service)
Approximate date of commencement of proposed sale to the public
________
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please
check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for
the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to
Rule 462(d) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to
Rule 434, please check the following box. [ ]
If any class of securities is to be concurrently registered on
this Form pursuant to Section 12(b) of the Securities Exchange Act
of 1934 pursuant to General Instruction I, please check the
following box. [ ]
Securities to be registered pursuant to Section 12(b) of the
Securities Exchange Act of 1934:
Title of each class to be so registered
----------------------------------------------------------------------
----------------------------------------------------------------------
Name of each exchange on which each class is to be registered
----------------------------------------------------------------------
----------------------------------------------------------------------
If any class of securities is to be concurrently registered on
this Form pursuant to Section 12(g) of the Securities Exchange Act
of 1934 pursuant to General Instruction I, please check the
following box. [ ]
----------------------------------------------------------------------
(title of class)
----------------------------------------------------------------------
(title of class)
Calulation of Registration Fee
----------------------------------------------------------------------------------------------------------------
Proposed maximum Proposed maximum
Title of each class of Amount to be offering price per aggregate offering Amount of
securities to be registered registered unit price registration fee
----------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------
Note: If the filing fee is calculated pursuant to Rule 457(o)
under the Securities Act, only the title of the class of securities
to be registered, the proposed maximum aggregate offering price for
that class of securities and the amount of registration fee need to
appear in the Calculation of Registration Fee table. Any difference
between the dollar amount of securities registered for such
offerings and the dollar amount of securities sold may be carried
forward on a future registration statement pursuant to Rule 429
under the Securities Act.
The following delaying amendment is optional, but see Rule 473
before omitting it. The registrant hereby amends this registration
statement on such date or dates as may be necessary to delay its
effective date until the registrant shall file a further amendment
which specifically states that this registration statement shall
thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the registration statement shall
become effective on such date as the Commission, acting pursuant to
said Section 8(a), may determine.
Disclosure alternative used: Alternative 1 ________ Alternative
2 ________
General Instructions
* * * * *
I. Registration Under the Securities Exchange Act of 1934
1. Subject to General Instruction I.2., this form may be used
for concurrent registration pursuant to section 12 (b) or (g) of the
Securities Exchange Act of 1934 (``Exchange Act'') of any class of
securities listed under ``Title of each class of securities to be
registered'' on the cover page of this registration statement.
2. If the registrant would be required to file an annual report
pursuant to section 15(d) of the Exchange Act for its last fiscal
year, except for the fact that the Exchange Act registration on this
form will become effective before such report is required to be
filed, an annual report for such fiscal year shall nevertheless be
filed within the period specified in the appropriate annual report
form.
3. If a class of securities is concurrently being registered
under the Exchange Act, the provisions of Rule 12d1-2 of the
Exchange Act apply with respect to the effectiveness of the
registration statement for Exchange Act purposes.
4. At least one complete, signed copy of the registration
statement shall be filed with each exchange on which the securities
are to be registered.
* * * * *
Part II-- Information Not Required in Prospectus
* * * * *
Signatures
In accordance with the requirements of the Securities Act of
1933 [and Section 12 of the Securities Exchange Act of 1934], the
registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form SB-1 and has
duly caused this registration statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of
____________________, State of ____________________, on __________,
19____.
(Registrant)----------------------------------------------------------
By (Signature and Title)----------------------------------------------
In accordance with the requirements of the Securities Act of
1933, this registration statement has been signed by the following
persons in the capacities and on the dates indicated.
[[Page 30414]]
(Signature)-----------------------------------------------------------
(Title)---------------------------------------------------------------
(Date)----------------------------------------------------------------
Instructions
* * * * *
(3) If a class of securities is being registered concurrently
under the Exchange Act, the registrant should sign the registration
statement in accordance with the requirements of both the Securities
Act and Section 12 of the Exchange Act.
* * * * *
By amending Sec. 239.10 by designating the current text as
paragraph (a), and adding paragraphs (b) and (c) to read as follows:
Sec. 239.10 Form SB-2, optional form for the registration of
securities to be sold to the public by small business issuers.
* * * * *
(b) Subject to paragraph (c) of this section, this form may be used
for concurrent registration pursuant to section 12 (b) or (g) (15
U.S.C. 78l (b) or (g)) of the Securities Exchange Act of 1934
(``Exchange Act'') of any class of securities being registered on this
form under the Securities Act of 1933.
(c) If the registrant would be required to file an annual report
pursuant to section 15(d) (15 U.S.C. 78o(d)) of the Exchange Act for
its last fiscal year, except for the fact that the Exchange Act
registration on this form will become effective before such report is
required to be filed, an annual report for such fiscal year shall
nevertheless be filed within the period specified in the appropriate
annual report form.
13 By amending Form SB-2 (referenced in Sec. 239.10) by revising
the title to the form and the facing page, by adding General
Instruction D, by revising the signature requirements in Part II (not
including the Instructions thereto), and by adding paragraph (3) to the
Instructions to ``Signatures'' to read as follows:
Note: The text of Form SB-2 does not, and the amendments thereto
will not, appear in the Code of Federal Regulations.
Form SB-2
U.S. Securities and Exchange Commission Washington, DC 20549
Form SB-2
Registration Statement Under the Securities Act of 1933 and Section 12
(b) or (g) of the Securities Exchange Act of 1934
(Amendment No.________________)
----------------------------------------------------------------------
(Name of small business issuer in its charter)
----------------------------------------------------------------------
(State or jurisdiction of incorporation or organization)
----------------------------------------------------------------------
(Primary Standard Industrial Classification Code Number)
----------------------------------------------------------------------
I.R.S. Employer Identification No.)
----------------------------------------------------------------------
(Address and telephone number of principal executive offices)
----------------------------------------------------------------------
(Address of principal place of business or intended principal place
of business)
----------------------------------------------------------------------
(Name, address, and telephone number of agent for service)
Approximate date of commencement of proposed sale to the public
____________________
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please
check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for
the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to
Rule 462(d) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to
Rule 434, please check the following box. [ ]
If any class of securities is to be concurrently registered on
this Form pursuant to Section 12(b) of the Securities Exchange Act
of 1934 pursuant to General Instruction D, please check the
following box. [ ]
Securities to be registered pursuant to Section 12(b) of the
Securities Exchange Act of 1934:
Title of each class to be so registered
----------------------------------------------------------------------
----------------------------------------------------------------------
Name of each exchange on which each class is to be registered
----------------------------------------------------------------------
----------------------------------------------------------------------
If any class of securities is to be concurrently registered on
this Form pursuant to Section 12(g) of the Securities Exchange Act
of 1934 pursuant to General Instruction D, please check the
following box. [ ]
----------------------------------------------------------------------
(Title of class)
----------------------------------------------------------------------
(Title of class)
Calculation of Registration Fee
----------------------------------------------------------------------------------------------------------------
Proposed maximum Proposed maximum
Title of each class of Amount to be offering price per aggregate offering Amount of
securities to be registered registered unit price registration fee
----------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------
Note: If the filing fee is calculated pursuant to Rule 457(o)
under the Securities Act, only the title of the class of securities
to be registered, the proposed maximum aggregate offering price for
that class of securities and the amount of registration fee need to
appear in the Calculation of Registration Fee table. Any difference
between the dollar amount of securities registered for such
offerings and the dollar amount of securities sold may be carried
forward on a future registration statement pursuant to Rule 429
under the Securities Act.
The following delaying amendment is optional, but see Rule 473
before omitting it. The registrant hereby amends this registration
statement on such date or dates as may be necessary to delay its
effective date until the registrant shall file a further amendment
which specifically states that this registration statement shall
thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the registration statement shall
become effective on such date as the Commission, acting pursuant to
said Section 8(a), may determine.
Disclosure alternative used: Alternative 1 ____________
Alternative 2 ____________.
General Instructions
* * * * *
D. Registration Under the Securities Exchange Act of 1934
1. Subject to General Instruction D.2., this form may be used
for concurrent registration pursuant to section 12 (b) or (g) of the
Securities Exchange Act of 1934 (``Exchange Act'') of any class of
securities listed under ``Title of each class of securities to be
[[Page 30415]]
registered'' on the cover page of this registration statement.
2. If the registrant would be required to file an annual report
pursuant to section 15(d) of the Exchange Act for its last fiscal
year, except for the fact that the Exchange Act registration on this
form will become effective before such report is required to be
filed, an annual report for such fiscal year shall nevertheless be
filed within the period specified in the appropriate annual report
form.
3. If a class of securities is concurrently being registered
under the Exchange Act, the provisions of Rule 12d1-2 of the
Exchange Act apply with respect to the effectiveness of the
registration statement for Exchange Act purposes.
4. At least one complete, signed copy of the registration
statement shall be filed with each exchange on which the securities
are to be registered.
* * * * *
Part II--Information Not Required In Prospectus
* * * * *
Signatures
In accordance with the requirements of the Securities Act of
1933 [and Section 12 of the Securities Exchange Act of 1934], the
registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form SB-2 and has
duly caused this registration statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City
of____________________, State of ____________________, on
__________, 19____.
(Registrant)----------------------------------------------------------
By (Signature and Title)----------------------------------------------
In accordance with the requirements of the Securities Act of
1933, this registration statement has been signed by the following
persons in the capacities and on the dates indicated.
(Signature)-----------------------------------------------------------
(Title)---------------------------------------------------------------
(Date)----------------------------------------------------------------
Instructions
* * * * *
(3) If a class of securities is being registered concurrently
under the Exchange Act, the registrant should sign the registration
statement in accordance with the requirements of both the Securities
Act and Section 12 of the Exchange Act.
* * * * *
14. By amending Sec. 239.11 by revising the section heading,
designating the current paragraph as paragraph (a), and adding
paragraphs (b) and (c) to read as follows:
Sec. 239.11 Form S-1, registration statement under the Securities Act
of 1933 and section 12(b) or (g) of the Securities Exchange Act of
1934.
* * * * *
(b) Subject to paragraph (c) of this section, this form may be used
for concurrent registration pursuant to section 12 (b) or (g) (15
U.S.C. 78l (b) or (g)) of the Securities Exchange Act of 1934
(``Exchange Act'') of any class of securities being registered on this
form under the Securities Act of 1933.
(c) If the registrant would be required to file an annual report
pursuant to section 15(d) (15 U.S.C. 78o(d)) of the Exchange Act for
its last fiscal year, except for the fact that the Exchange Act
registration on this form will become effective before such report is
required to be filed, an annual report for such fiscal year shall
nevertheless be filed within the period specified in the appropriate
annual report form.
15. By amending Form S-1 (referenced in Sec. 239.11) by revising
the title to the form and the facing page, by adding General
Instruction VI, by revising the signature requirements in Part II (not
including the Instructions thereto), and by adding paragraph 3. to the
Instructions to ``Signatures'' to read as follows:
Note: The text of Form S-1 does not, and the amendments thereto will
not, appear in the Code of Federal Regulations.
Form S-1
Securities and Exchange Commission, Washington, D.C. 20549
Form S-1
Registration Statement Under the Securities Act of 1933 and Section 12
(b) or (g) of the Securities Exchange Act of 1934
----------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
----------------------------------------------------------------------
(State or other jurisdiction of incorporation or organization)
----------------------------------------------------------------------
(Primary Standard Industrial Classification Code Number)
----------------------------------------------------------------------
(I.R.S. Employer Identification No.)
----------------------------------------------------------------------
(Address, including zip code, and telephone number, including area
code, of registrant's principal executive offices)
----------------------------------------------------------------------
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
Approximate date of commencement of proposed sale to the
public____________________.
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under
the Securities Act of 1933, check the following box. [ ]
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please
check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for
the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to
Rule 462(d) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to
Rule 434, please check the following box. [ ]
If any class of securities is to be concurrently registered on
this Form pursuant to Section 12(b) of the Securities Exchange Act
of 1934 pursuant to General Instruction VI, please check the
following box. [ ]
Securities to be registered pursuant to Section 12(b) of the
Securities Exchange Act of 1934:
Title of each class to be so registered
----------------------------------------------------------------------
----------------------------------------------------------------------
Name of each exchange on which each class is to be registered
----------------------------------------------------------------------
----------------------------------------------------------------------
If any class of securities is to be concurrently registered on
this Form pursuant to Section 12(g) of the Securities Exchange Act
of 1934 pursuant to General Instruction VI, please check the
following box. [ ]
Securities to be registered pursuant to Section 12(g) of the
Securities Exchange Act of 1934:
----------------------------------------------------------------------
(Title of class)
----------------------------------------------------------------------
(Title of class)
Calculation of Registration Fee
----------------------------------------------------------------------------------------------------------------
Proposed maximum Proposed maximum
Title of each class of Amount to be offering price per aggregate offering Amount of
securities to be registered registered unit price registration fee
----------------------------------------------------------------------------------------------------------------
[[Page 30416]]
----------------------------------------------------------------------------------------------------------------
Note: Specific details relating to the fee calculation shall be
furnished in notes to the table, including references to provisions
of Rule 457 (Sec. 230.457 of this chapter) relied upon, if the basis
of the calculation is not otherwise evident from the information
presented in the table. If the filing fee is calculated pursuant to
Rule 457(o) under the Securities Act, only the title of the class of
securities to be registered, the proposed maximum aggregate offering
price for that class of securities and the amount of registration
fee need to appear in the Calculation of Registration Fee table. Any
difference between the dollar amount of securities registered for
such offerings and the dollar amount of securities sold may be
carried forward on a future registration statement pursuant to Rule
429 under the Securities Act.
General Instructions
* * * * *
VI. Registration Under the Securities Exchange Act of 1934
A. Subject to General Instruction VI.B., this form may be used
for concurrent registration pursuant to section 12 (b) or (g) of the
Securities Exchange Act of 1934 (``Exchange Act'') of any class of
securities listed under ``Title of each class of securities to be
registered'' on the cover page of this registration statement.
B. If the registrant would be required to file an annual report
pursuant to section 15(d) of the Exchange Act for its last fiscal
year, except for the fact that the Exchange Act registration on this
form will become effective before such report is required to be
filed, an annual report for such fiscal year shall nevertheless be
filed within the period specified in the appropriate annual report
form.
C. If a class of securities is concurrently being registered
under the Exchange Act, the provisions of Rule 12d1-2 of the
Exchange Act apply with respect to the effectiveness of the
registration statement for Exchange Act purposes.
D. At least one complete, signed copy of the registration
statement shall be filed with each exchange on which the securities
are to be registered.
* * * * *
PART II--Information Not Required In Prospectus
* * * * *
Signatures
Pursuant to the requirements of the Securities Act of 1933 [and
Section 12 of the Securities Exchange Act of 1934], the registrant
has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of
____________________, State of ____________________, on __________,
19____.
(Registrant)-----------------------------------------------------------
By (Signature and Title)-----------------------------------------------
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in
the capacities and on the dates indicated.
(Signature)------------------------------------------------------------
(Title)----------------------------------------------------------------
(Date)-----------------------------------------------------------------
Instructions
* * * * *
3. If a class of securities is being registered concurrently
under the Exchange Act, the registrant should sign the registration
statement in accordance with the requirements of both the Securities
Act and Section 12 of the Exchange Act.
* * * * *
16. By amending Sec. 239.13 by revising the section heading, by
revising the introductory text of Sec. 239.13, by removing the phrase
``Securities Exchange Act of 1934 (Exchange Act)'' from paragraph
(a)(2) and in its place adding ``Exchange Act'' and by adding paragraph
(e) to read as follows:
Sec. 239.13 Form S-3, for registration under the Securities Act of
1933 and section 12(b) or (g) of the Securities Exchange Act of 1934 of
securities of certain issuers offered pursuant to certain types of
transactions.
This form may be used by any registrant which meets the
requirements of paragraph (a) of this section (``Registrant
Requirements'') for the registration of securities under the Securities
Act of 1933 (``Securities Act'') which are offered in any transaction
specified in paragraph (b) of this section (``Transaction
Requirements''), provided that the requirements applicable to the
specified transaction are met. With respect to majority-owned
subsidiaries, see paragraph (c) of this section. In addition, this form
may be used for the concurrent registration of securities pursuant to
section 12 (b) or (g) (15 U.S.C. 78l (b) or (g)) of the Securities
Exchange Act of 1934 (``Exchange Act''), subject to paragraph (e) of
this section (``Registration Pursuant to the Exchange Act'').
* * * * *
(e) Registration Pursuant to the Exchange Act. Registrants may use
this form to register concurrently a class of securities pursuant to
section 12 (b) or (g) of the Exchange Act subject to the following:
(1) Subject to paragraph (e)(2) of this section, this form may be
used for concurrent registration pursuant to section 12 (b) or (g) of
the Exchange Act of any class of securities being registered on this
form under the Securities Act of 1933.
(2) If the registrant would be required to file an annual report
pursuant to section 15(d) (15 U.S.C. 78o(d)) of the Exchange Act for
its last fiscal year, except for the fact that the Exchange Act
registration on this form will become effective before such report is
required to be filed, an annual report for such fiscal year shall
nevertheless be filed within the period specified in the appropriate
annual report form.
(3) Concurrent registration under the Exchange Act is not available
when securities being registered on this Form S-3 pursuant to
paragraphs (b)(1) and (b)(2) of this section are to be offered on a
delayed basis pursuant to Sec. 230.415(a)(1)(x) of this chapter.
By amending Form S-3 (referenced in Sec. 239.13) by revising the
title to the form and the facing page, by adding General Instruction V,
by revising the signature requirements in Part II (not including the
Instructions thereto), and by adding paragraph 4. to the Instructions
to ``Signatures'' to read as follows:
Note: The text of Form S-3 does not, and the amendments thereto will
not, appear in the Code of Federal Regulations.
Form S-3
Securities and Exchange Commission Washington, DC 20549
FORM S-3
Registration Statement Under the Securities Act of 1933 and Section 12
(b) or (g) of the Securities Exchange Act of 1934
----------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
----------------------------------------------------------------------
(State or other jurisdiction of incorporation or organization)
----------------------------------------------------------------------
(I.R.S. Employer Identification No.)
----------------------------------------------------------------------
[[Page 30417]]
(Address, including zip code, and telephone number, including area
code, of registrants' principal executive offices)
----------------------------------------------------------------------
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
Approximate date of commencement of proposed sale to the public
____________________
If any of the securities being registered on this Form are to be
offered pursuant to dividend or interest reinvestment plans, please
check the following box. [ ]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under
the Securities Act of 1933, other than securities offered only in
connection with dividend or interest reinvestment plans, check the
following box. [ ]
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please
check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for
the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to
Rule 434, please check the following box. [ ]
If any class of securities is to be concurrently registered on
this Form pursuant to Section 12(b) of the Securities Exchange Act
of 1934 pursuant to General Instruction V, please check the
following box. [ ]
Securities to be registered pursuant to Section 12(b) of the
Securities Exchange Act of 1934:
Title of each class to be so registered
----------------------------------------------------------------------
----------------------------------------------------------------------
Name of each exchange on which each class is to be registered
----------------------------------------------------------------------
----------------------------------------------------------------------
If any class of securities is to be concurrently registered on
this Form pursuant to Section 12(g) of the Securities Exchange Act
of 1934 pursuant to General Instruction V, please check the
following box. [ ]
Securities to be registered pursuant to Section 12(g) of the
Securities Exchange Act of 1934:
----------------------------------------------------------------------
(Title of class)
----------------------------------------------------------------------
(Title of class)
Calculation of Registration Fee
----------------------------------------------------------------------------------------------------------------
Proposed maximum Proposed maximum
Title of each class of Amount to be offering price per aggregate offering Amount of
securities to be registered registered unit price registration fee
----------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------
Note: Specific details relating to the fee calculation shall be
furnished in notes to the table, including references to provisions
of Rule 457 (Sec. 230.457 of this chapter) relied upon, if the basis
of the calculation is not otherwise evident from the information
presented in the table. If the filing fee is calculated pursuant to
Rule 457(o) under the Securities Act, only the title of the class of
securities to be registered, the proposed maximum aggregate offering
price for that class of securities and the amount of registration
fee need to appear in the ``Calculation of Registration Fee'' table
(``Fee Table''). Where two or more classes of securities are being
registered pursuant to General Instruction II.D, however, the Fee
Table need only specify the maximum aggregate offering price for all
classes; the Fee Table need not specify by each class the proposed
maximum aggregate offering price (See General Instruction II.D). Any
difference between the dollar amount of securities registered for
such offerings and the dollar amount of securities sold may be
carried forward on a future registration statement pursuant to Rule
429 under the Securities Act.
General Instructions
* * * * *
V. Registration Under the Securities Exchange Act of 1934
A. Subject to General Instruction V.B., this form may be used
for concurrent registration pursuant to section 12 (b) or (g) of the
Securities Exchange Act of 1934 (``Exchange Act'') of any class of
securities listed under ``Title of each class of securities to be
registered'' on the cover page of this registration statement.
B. If the registrant would be required to file an annual report
pursuant to section 15(d) of the Exchange Act for its last fiscal
year, except for the fact that the Exchange Act registration on this
form will become effective before such report is required to be
filed, an annual report for such fiscal year shall nevertheless be
filed within the period specified in the appropriate annual report
form.
C. If a class of securities is concurrently being registered
under the Exchange Act, the provisions of Rule 12d1-2 of the
Exchange Act apply with respect to the effectiveness of the
registration statement for Exchange Act purposes.
D. At least one complete, signed copy of the registration
statement shall be filed with each exchange on which the securities
are to be registered.
E. Concurrent registration under the Exchange Act is not
available when securities being registered on this Form pursuant to
General Instruction I.B.I and I.B.2. are to be offered on a delayed
basis pursuant to Sec. 230.415(a)(1)(x) of this chapter.
* * * * *
Part II-- Information Not Required In Prospectus
* * * * *
Signatures
Pursuant to the requirements of the Securities Act of 1933 [and
Section 12 of the Securities Exchange Act of 1934], the registrant
certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused
this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of
____________________, State of ____________________, on __________,
19____.
(Registrant)-----------------------------------------------------------
By (Signature and Title)-----------------------------------------------
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in
the capacities and on the dates indicated.
(Signature)------------------------------------------------------------
(Title)----------------------------------------------------------------
(Date)-----------------------------------------------------------------
Instructions
* * * * *
4. If a class of securities is being registered concurrently
under the Exchange Act, the registrant should sign the registration
statement in accordance with the requirements of both the Securities
Act and Section 12 of the Exchange Act.
18. By amending Sec. 239.18 by revising the section heading, by
designating the introductory text as paragraph (a), and by adding
paragraphs (b) and (c) to read as follows:
[[Page 30418]]
Sec. 239.18 Form S-11, for registration under the Securities Act of
1933 and section 12 (b) or (g) of the Securities Exchange Act of 1934
of securities of certain real estate companies.
* * * * *
(b) Subject to paragraph (c) of this section, this form may be used
for concurrent registration pursuant to section 12(b) or (g) (15 U.S.C.
78l (b) or (g)) of the Securities Exchange Act of 1934 (``Exchange
Act'') of any class of securities being registered on this form under
the Securities Act of 1933.
(c) If the registrant would be required to file an annual report
pursuant to section 15(d) (15 U.S.C. 78o(d)) of the Exchange Act for
its last fiscal year, except for the fact that the Exchange Act
registration on this form will become effective before such report is
required to be filed, an annual report for such fiscal year shall
nevertheless be filed within the period specified in the appropriate
annual report form.
19. By amending Form S-11 (referenced in Sec. 239.18) by revising
the title to the form, by adding General Instruction H, by revising the
facing page, by revising the signature requirements in Part II (not
including the Instructions thereto), and by adding paragraph 3. to the
Instructions to ``Signatures'' to read as follows:
Note: The text of Form S-11 does not, and the amendments thereto
will not, appear in the Code of Federal Regulations.
Form S-11
Securities and Exchange Commission, Washington, DC 20549
Form S-11
For Registration Under the Securities Act of 1933 and Section 12 (b) or
(g) of the Securities Exchange Act of 1934 of Securities of Certain
Real Estate Companies
General Instructions
* * * * *
H. Registration Under the Securities Exchange Act of 1934
(a) Subject to General Instruction H.(b), this form may be used
for concurrent registration pursuant to section 12 (b) or (g) of the
Securities Exchange Act of 1934 (``Exchange Act'') of any class of
securities listed under ``Title of each class of securities to be
registered'' on the cover page of this registration statement.
(b) If the registrant would be required to file an annual report
pursuant to section 15(d) of the Exchange Act for its last fiscal
year, except for the fact that the Exchange Act registration on this
form will become effective before such report is required to be
filed, an annual report for such fiscal year shall nevertheless be
filed within the period specified in the appropriate annual report
form.
(c) If a class of securities is concurrently being registered
under the Exchange Act, the provisions of Rule 12d1-2 of the
Exchange Act apply with respect to the effectiveness of the
registration statement for Exchange Act purposes.
(d) At least one complete, signed copy of the registration
statement shall be filed with each exchange on which the securities
are to be registered.
(e) Concurrent registration under the Exchange Act is not
available when securities being registered on this Form are to be
offered on a delayed basis pursuant to Sec. 230.415(a)(1)(x) of this
chapter.
Form S-11
Securities and Exchange Commission, Washington, D.C. 20549
Form S-11
For Registration Statement Under the Securities Act of 1933 and Section
12 (b) or (g) of the Securities Exchange Act of Securities of Certain
Real Estate Companies
----------------------------------------------------------------------
(Exact name of registrant as specified in governing instruments)
----------------------------------------------------------------------
(Address, including zip code, and telephone number, including area
code, of registrant's principal executive offices)
----------------------------------------------------------------------
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
Approximate date of commencement of proposed sale to the public
____________________.
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please
check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for
the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to
Rule 462(d) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to
Rule 434, please check the following box. [ ]
If any class of securities is to be concurrently registered on
this Form pursuant to Section 12(b) of the Securities Exchange Act
of 1934 pursuant to General Instruction H, please check the
following box. [ ]
Securities to be registered pursuant to Section 12(b) of the
Securities Exchange Act of 1934:
Title of each class to be so registered
----------------------------------------------------------------------
----------------------------------------------------------------------
Name of each exchange on which each class is to be registered
----------------------------------------------------------------------
----------------------------------------------------------------------
If any class of securities is to be concurrently registered on
this Form pursuant to Section 12(g) of the Securities Exchange Act
of 1934 pursuant to General Instruction H, please check the
following box. [ ]
Securities to be registered pursuant to Section 12(g) of the
Securities Exchange Act of 1934:
----------------------------------------------------------------------
(Title of class)
----------------------------------------------------------------------
(Title of class)
Calculation of Registration Fee
----------------------------------------------------------------------------------------------------------------
Proposed maximum Proposed maximum
Title of securities being Amount being offering price per aggregate offering Amount of
registered registered unit price registration fee
----------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------
Note: Specific details relating to the fee calculation shall be
furnished in notes to the table, including references to provisions
of Rule 457 (Sec. 230.457 of this chapter) relied upon, if the basis
of the calculation is not otherwise evident from the information
presented in the table. If the filing fee is calculated pursuant to
Rule 457(o) under the Securities Act, only the title of the class of
securities to be registered, the proposed maximum aggregate offering
price for that class of securities and the amount of registration
fee need to appear in the Calculation of Registration Fee table. Any
difference between the dollar amount of
[[Page 30419]]
securities registered for such offerings and the dollar amount of
securities sold may be carried forward on a future registration
statement pursuant to Rule 429 under the Securities Act.
* * * * *
Part II--Information Not Required In Prospectus
* * * * *
Signatures
Pursuant to the requirements of the Securities Act of 1933 [and
Section 12 of the Securities Exchange Act of 1934], the registrant
has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of
____________________, State of ____________________, on __________,
19____.
(Registrant)-----------------------------------------------------------
By (Signature and Title)-----------------------------------------------
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in
the capacities and on the dates indicated.
(Signature)------------------------------------------------------------
(Title)----------------------------------------------------------------
(Date)-----------------------------------------------------------------
Instructions
* * * * *
3. If a class of securities is being registered concurrently
under the Exchange Act, the registrant should sign the registration
statement in accordance with the requirements of both the Securities
Act and Section 12 of the Exchange Act.
20. By amending Sec. 239.25 by revising the section heading, by
designating the introductory text as paragraph (a), and by adding
paragraph (b) to read as follows:
Sec. 239.25 Form S-4, for the registration of securities issued in
business combination transactions under the Securities Act of 1933 and
section 12 (b) or (g) of the Securities Exchange Act of 1934.
* * * * *
(b) Registrants may use this form to register concurrently a class
of securities pursuant to section 12 (b) or (g) (15 U.S.C. 78l (b) or
(g)) of the Securities Exchange Act of 1934 (``Exchange Act'') subject
to the following:
(1) Subject to paragraph (b)(2) of this section, this form may be
used for concurrent registration pursuant to section 12 (b) or (g) (15
U.S.C. 78l (b) or (g)) of the Exchange Act of any class of securities
being registered on this form under the Securities Act of 1933.
(2) If the registrant would be required to file an annual report
pursuant to section 15(d) of the Exchange Act for its last fiscal year,
except for the fact that the Exchange Act registration on this form
will become effective before such report is required to be filed, an
annual report for such fiscal year shall nevertheless be filed within
the period specified in the appropriate annual report form.
(3) Concurrent registration under the Exchange Act is not available
when securities being registered on this Form S-4 are to be offered on
a delayed basis pursuant to Sec. 230.415(a)(1)(x) of this chapter.
21. By amending Form S-4 (referenced in Sec. 239.25) by revising
the title to the form and the facing page, by adding General
Instruction K, by revising the signature requirements in Part II (not
including the Instructions thereto), and by adding paragraph 4. to the
Instructions to ``Signatures'' to read as follows:
Note: The text of Form S-4 does not, and the amendments thereto
will not, appear in the Code of Federal Regulations.
Form S-4
Securities and Exchange Commission, Washington, D.C. 20549
Form S-4
Registration Statement Under the Securities Act of 1933 and Section
12(b) or (g) of the Securities Exchange Act of 1934
----------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
----------------------------------------------------------------------
(State or other jurisdiction of incorporation or organization)
----------------------------------------------------------------------
(Primary Standard Industrial Classification Code Number)
----------------------------------------------------------------------
(I.R.S. Employer Identification No.)
----------------------------------------------------------------------
(Address, including zip code, and telephone number, including area
code, of registrants' principal executive offices)
----------------------------------------------------------------------
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
Approximate date of commencement of proposed sale of the
securities to the public ____________________.
If the securities being registered on this Form are being
offered in connection with the formation of a holding company and
there is compliance with General Instruction G, check the following
box. [ ]
If any class of securities is to be concurrently registered on
this Form pursuant to Section 12(b) of the Securities Exchange Act
of 1934 pursuant to General Instruction K, please check the
following box. [ ]
If this Form is a post-effective amendment filed pursuant to
Rule 462(d) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
Securities to be registered pursuant to Section 12(b) of the
Securities Exchange Act of 1934:
Title of each class to be so registered
----------------------------------------------------------------------
----------------------------------------------------------------------
Name of each exchange on which each class is to be registered
----------------------------------------------------------------------
----------------------------------------------------------------------
If any class of securities is to be concurrently registered on
this Form pursuant to Section 12(g) of the Securities Exchange Act
of 1934 pursuant to General Instruction K, please check the
following box. [ ]
Securities to be registered pursuant to Section 12(g) of the
Securities Exchange Act of 1934:
----------------------------------------------------------------------
(Title of class)
----------------------------------------------------------------------
(Title of class)
Calculation of Registration Fee
----------------------------------------------------------------------------------------------------------------
Proposed maximum Proposed maximum
Title of each class of Amount to offering price per aggregate offering Amount of
securities to be registered registered unit price registration fee
----------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------
Note: Specific details relating to the fee calculation shall be
furnished in notes to the table, including references to provisions
of Rule 457 (Sec. 230.457 of this chapter) relied upon, if the basis
of the calculation is not otherwise evident from the information
presented in the table.
[[Page 30420]]
General Instructions
* * * * *
K. Registration Under the Exchange Act
1. Subject to General Instruction K.2., this form may be used
for concurrent registration pursuant to section 12 (b) or (g) of the
Exchange Act of any class of securities listed under ``Title of each
class of securities to be registered'' on the cover page of this
registration statement.
2. If the registrant would be required to file an annual report
pursuant to section 15(d) of the Exchange Act for its last fiscal
year, except for the fact that the Exchange Act registration on this
form will become effective before such report is required to be
filed, an annual report for such fiscal year shall nevertheless be
filed within the period specified in the appropriate annual report
form.
3. If a class of securities is concurrently being registered
under the Exchange Act, the provisions of Rule 12d1-2 of the
Exchange Act apply with respect to the effectiveness of the
registration statement for Exchange Act purposes.
4. At least one complete, signed copy of the registration
statement shall be filed with each exchange on which the securities
are to be registered.
5. Concurrent registration under the Exchange Act is not
available when securities being registered on this Form pursuant to
General Instruction H are to be offered on a delayed basis pursuant
to Sec. 230.415(a)(1)(x) of this chapter.
* * * * *
Part II--Information Not Required in Prospectus
* * * * *
Signatures
Pursuant to the requirements of the Securities Act of 1933 [and
Section 12 of the Securities Exchange Act of 1934], the registrant
has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of
____________________, State of __________, on__________ 19____.
(Registrant)-----------------------------------------------------------
By (Signature and Title)-----------------------------------------------
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in
the capacities and on the dates indicated.
(Signature)------------------------------------------------------------
(Title)----------------------------------------------------------------
(Date)-----------------------------------------------------------------
Instructions
* * * * *
4. If a class of securities is being registered concurrently
under the Exchange Act, the registrant should sign the registration
statement in accordance with the requirements of both the Securities
Act and Section 12 of the Exchange Act.
22 By amending Sec. 239.31 by revising the section heading and by
adding paragraph (c) to read as follows:
Sec. 239.31 Form F-1, registration statement under the Securities Act
of 1933 and section 12(b) or (g) of the Securities Exchange Act of 1934
for securities of certain foreign private issuers.
* * * * *
(c) A registrant may use this form to register concurrently a class
of securities pursuant to section 12(b) or (g) (15 U.S.C. 78l(b) or
(g)) of the Securities Exchange Act of 1934 (``Exchange Act'') subject
to the following:
(1) Subject to paragraph (c)(2) of this section, this form may be
used for concurrent registration pursuant to section 12(b) or (g) (15
U.S.C. 78l(b) or (g)) of the Exchange Act of any class of securities
being registered on this form under the Securities Act of 1933.
(2) If the registrant would be required to file an annual report
pursuant to section 15(d) (15 U.S.C. 78o(d)) of the Exchange Act for
its last fiscal year, except for the fact that the Exchange Act
registration on this form will become effective before such report is
required to be filed, an annual report for such fiscal year shall
nevertheless be filed within the period specified in the appropriate
annual report form.
23. By amending Form F-1 (referenced in Sec. 239.31) by revising
the title to the form and the facing page, by adding General
Instruction VI, by revising the signature requirements in Part II (not
including the Instructions thereto), and by adding paragraph 3. to the
Instructions to ``Signatures'' to read as follows:
Note: The text of Form F-1 does not, and the amendments thereto
will not, appear in the Code of Federal Regulations.
Form F-1
Securities and Exchange Commission
Form F-1
Registration Statement Under the Securities Act of 1933 and Section
12(b) or (g) of the Securities Exchange Act of 1934
----------------------------------------------------------------------
(Exact Name of Registrant as specified in its charter)
----------------------------------------------------------------------
(Translation of Registrant's name into English)
----------------------------------------------------------------------
(State or other jurisdiction of incorporation or organization)
----------------------------------------------------------------------
(Primary Standard Industrial 1 Classification Code Number)
----------------------------------------------------------------------
I.R.S. Employer Identification No.)
----------------------------------------------------------------------
(Address and telephone number of Registrant's principal executive
offices)
----------------------------------------------------------------------
(Name, address, and telephone number of agent for service)
Approximate date of commencement of proposed sale to the public
____________________.
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under
the Securities Act of 1933, please check the following box. [ ]
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please
check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for
the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to
Rule 462(d) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to
Rule 434, please check the following box. [ ]
If any class of securities is to be concurrently registered on
this Form pursuant to Section 12(b) of the Securities Exchange Act
of 1934 pursuant to General Instruction VI, please check the
following box. [ ]
Securities to be registered pursuant to Section 12(b) of the
Securities Exchange Act of 1934:
Title of each class to be so registered
----------------------------------------------------------------------
----------------------------------------------------------------------
Name of each exchange on which each class is to be registered
----------------------------------------------------------------------
----------------------------------------------------------------------
If any class of securities is to be concurrently registered on
this Form pursuant to Section 12(g) of the Securities Exchange Act
of 1934 pursuant to General Instruction VI, please check the
following box. [ ]
----------------------------------------------------------------------
(Title of class)
----------------------------------------------------------------------
(Title of class)
[[Page 30421]]
Calculation of Registration Fee
----------------------------------------------------------------------------------------------------------------
Proposed maximum Proposed maximum
Title of each class of Amount to be offering price per aggregate offering Amount of
securities to be registered registered unit price registration fee
----------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------
Note: Specific details relating to the fee calculation shall be
furnished in notes to the table, including references to provisions
of Rule 457 (Sec. 230.457 of this chapter) relied upon, if the basis
of the calculation is not otherwise evident from the information
presented in the table. If the filing fee is calculated pursuant to
Rule 457(o) under the Securities Act, only the title of the class of
securities to be registered, the proposed maximum aggregate offering
price for that class of securities and the amount of registration
fee need to appear in the Calculation of Registration Fee table. Any
difference between the dollar amount of securities registered for
such offerings and the dollar amount of securities sold may be
carried forward on a future registration statement pursuant to Rule
429 under the Securities Act.
General Instructions
* * * * *
VI. Registration Under the Securities Exchange Act of 1934
A. Subject to General Instruction VI.B., this form may be used
for concurrent registration pursuant to section 12 (b) or (g) of the
Securities Exchange Act of 1934 (``Exchange Act'') of any class of
securities listed under ``Title of each class of securities to be
registered'' on the cover page of this registration statement.
B. If the registrant would be required to file an annual report
pursuant to section 15(d) of the Exchange Act for its last fiscal
year, except for the fact that the Exchange Act registration on this
form will become effective before such report is required to be
filed, an annual report for such fiscal year shall nevertheless be
filed within the period specified in the appropriate annual report
form.
C. If a class of securities is concurrently being registered
under the Exchange Act, the provisions of Rule 12d1-2 of the
Exchange Act apply with respect to the effectiveness of the
registration statement for Exchange Act purposes.
D. At least one complete, signed copy of the registration
statement shall be filed with each exchange on which the securities
are to be registered.
* * * * *
Part II--Information Not Required in Prospectus
* * * * *
Signatures
Pursuant to the requirements of the Securities Act of 1933 [and
Section 12 of the Securities Exchange Act of 1934], the registrant
certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form F-1 and has duly caused
this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of
____________________, State of ____________________, on __________,
19____.
(Registrant)-----------------------------------------------------------
By (Signature and Title)-----------------------------------------------
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in
the capacities and on the dates indicated.
(Signature)------------------------------------------------------------
(Title)----------------------------------------------------------------
(Date)-----------------------------------------------------------------
Instructions
* * * * *
3. If a class of securities is being registered concurrently
under the Exchange Act, the registrant should sign the registration
statement in accordance with the requirements of both the Securities
Act and Section 12 of the Exchange Act.
* * * * *
24. By amending Sec. 239.33 by revising the section heading and
introductory text to Sec. 239.33, by removing the phrase ``Securities
Exchange Act of 1934 ('Exchange Act')'' from paragraph (a)(1) and in
its place adding ``Exchange Act'' and by adding paragraph (c) to read
as follows:
Sec. 239.33 Form F-3, for registration under the Securities Act of
1933 and section 12(b) or (g) of the Securities Exchange Act of 1934 of
securities of certain foreign private issuers offered pursuant to
certain types of transactions.
This instruction sets forth registrant requirements and transaction
requirements for the use of Form F-3. Any foreign private issuer, as
defined in Sec. 230.405 of this chapter, which meets the requirements
of paragraph (a) of this section (``Registrant Requirements'') may use
this Form F-3 for the registration of securities under the Securities
Act of 1933 (``Securities Act'') which are offered in any transaction
specified in paragraph (b) of this section (``Transaction
Requirements''), provided that the requirements applicable to the
specified transaction are met. With respect to majority-owned
subsidiaries, see Paragraph (a)(5) of this section. In addition, this
form may be used for the concurrent registration of securities pursuant
to section 12(b) or (g) (15 U.S.C. 78l(b) or (g)) of the Securities
Exchange Act of 1934 (``Exchange Act''), subject to paragraph (c) of
this section (``Registration Pursuant to the Exchange Act'').
* * * * *
(c) Registration Pursuant to the Exchange Act. Registrants may use
this form to register concurrently a class of securities pursuant to
section 12(b) or (g) (15 U.S.C. 78l(b) or (g)) of the Exchange Act
subject to the following:
(1) Subject to paragraph (c)(2) of this section, this form may be
used for concurrent registration pursuant to section 12 (b) or (g) of
the Exchange Act of any class of securities being registered on this
form under the Securities Act of 1933.
(2) If the registrant would be required to file an annual report
pursuant to section 15(d) (15 U.S.C. 78o(d)) of the Exchange Act for
its last fiscal year, except for the fact that the Exchange Act
registration on this form will become effective before such report is
required to be filed, an annual report for such fiscal year shall
nevertheless be filed within the period specified in the appropriate
annual report form.
(3) Concurrent registration under the Exchange Act is not available
when securities being registered on this Form pursuant to paragraphs
(b)(1) and (b)(2) of this section are to be offered on a delayed basis
pursuant to Sec. 230.415(a)(1)(x) of this chapter.
25. By amending Form F-3 (referenced in Sec. 239.33) by revising
the title to the form and the facing page, by adding General
Instruction V, by amending the signature requirements in Part II (not
including the Instructions thereto), and by adding paragraph 4. to the
Instructions to ``Signatures'' to read as follows:
Note: The text of Form F-3 does not, and the amendments thereto
will not, appear in the Code of Federal Regulations.
[[Page 30422]]
Form F-3
Securities and Exchange Commission
Form F-3
Registration Statement Under the Securities Act of 1933 and Section
12(b) or (g) of the Securities Exchange Act of 1934
----------------------------------------------------------------------
(Exact Name of Registrant as specified in its charter)
----------------------------------------------------------------------
(Translation of Registrant's name into English)
----------------------------------------------------------------------
(State or other jurisdiction of incorporation or organization)
----------------------------------------------------------------------
(I.R.S. Employer Identification Number)
----------------------------------------------------------------------
(Address and telephone number of Registrant's principal executive
offices)
----------------------------------------------------------------------
(Name, address, and telephone number of agent for service)
Approximate date of commencement of proposed sale to the public
____________________.
If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans, please
check the following box. [ ]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under
the Securities Act of 1933, please check the following box. [ ]
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please
check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for
the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to
Rule 434, please check the following box. [ ]
If any class of securities is to be concurrently registered on
this Form pursuant to Section 12(b) of the Securities Exchange Act
of 1934 pursuant to General Instruction V, please check the
following box. [ ]
Securities to be registered pursuant to Section 12(b) of the
Securities Exchange Act of 1934:
Title of each class to be so registered
----------------------------------------------------------------------
----------------------------------------------------------------------
Name of each exchange on which each class is to be registered
----------------------------------------------------------------------
----------------------------------------------------------------------
If any class of securities is to be concurrently registered on
this Form pursuant to Section 12(g) of the Securities Exchange Act
of 1934 pursuant to General Instruction V, please check the
following box. [ ]
Securities to be registered pursuant to Section 12(g) of the
Securities Exchange Act of 1934:
----------------------------------------------------------------------
(Title of class)
----------------------------------------------------------------------
(Title of class)
Calculation of Registration Fee
----------------------------------------------------------------------------------------------------------------
Proposed maximum Proposed maximum
Title of each class of Amount to be offering price per aggregate offering Amount of
securities to be registered registered unit price registration fee
----------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------
Note: Specific details relating to the fee calculation shall be
furnished in notes to the table, including references to provisions
of Rule 457 (Sec. 230.457 of this chapter) relied upon, if the basis
of the calculation is not otherwise evident from the information
presented in the table. If the filing fee is calculated pursuant to
Rule 457(o) under the Securities Act, only the title of the class of
securities to be registered, the proposed maximum aggregate offering
price for that class of securities and the amount of registration
fee need to appear in the ``Calculation of Registration Fee'' table
(``Fee Table''). Where two or more classes of securities are being
registered pursuant to General Instruction II.C, however, the Fee
Table need not specify by each class the proposed maximum aggregate
offering price (See General Instruction II.C). Any difference
between the dollar amount of securities registered for such
offerings and the dollar amount of securities sold may be carried
forward on a future registration statement pursuant to Rule 429
under the Securities Act.
General Instructions
* * * * *
V. Registration Under the Securities Exchange Act of 1934
A. Subject to General Instruction V.B., this form may be used
for concurrent registration pursuant to section 12(b) or (g) of the
Securities Exchange Act of 1934 (``Exchange Act'') of any class of
securities listed under ``Title of each class of securities to be
registered'' on the cover page of this registration statement.
B. If the registrant would be required to file an annual report
pursuant to section 15(d) of the Exchange Act for its last fiscal
year, except for the fact that the Exchange Act registration on this
form will become effective before such report is required to be
filed, an annual report for such fiscal year shall nevertheless be
filed within the period specified in the appropriate annual report
form.
C. If a class of securities is concurrently being registered
under the Exchange Act, the provisions of Rule 12d1-2 of the
Exchange Act apply with respect to the effectiveness of the
registration statement for Exchange Act purposes.
D. At least one complete, signed copy of the registration
statement shall be filed with each exchange on which the securities
are to be registered.
E. Concurrent registration under the Exchange Act is not
available when securities being registered on this Form pursuant to
General Instruction I.B.I and I.B.2. are to be offered on a delayed
basis pursuant to Sec. 230.415(a)(1)(x) of this chapter.
* * * * *
Part II-- Information Not Required in Prospectus
* * * * *
Signatures
Pursuant to the requirements of the Securities Act of 1933 [and
Section 12 of the Securities Exchange Act of 1934], the registrant
certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form F-3 and has duly caused
this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of
____________________, State of____________________, on __________,
19____.
(Registrant)-----------------------------------------------------------
By (Signature and Title)-----------------------------------------------
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in
the capacities and on the dates indicated.
(Signature)------------------------------------------------------------
(Title)----------------------------------------------------------------
(Date)-----------------------------------------------------------------
[[Page 30423]]
Instructions
* * * * *
4. If a class of securities is being registered concurrently
under the Exchange Act, the registrant should sign the registration
statement in accordance with the requirements of both the Securities
Act and Section 12 of the Exchange Act.
26. By amending Sec. 239.34 by revising the section heading, by
designating the introductory text of Sec. 239.34 as paragraph (a), by
redesignating paragraphs (a) through (e) as paragraphs (a)(1) through
(a)(5), and by adding paragraph (b) to read as follows:
Sec. 239.34 Form F-4, for the registration under the Securities Act of
1933 and section 12(b) or (g) of the Securities Exchange Act of 1934 of
securities of foreign private issuers issued in certain business
combination transactions.
* * * * *
(b) Registrants may use this form to register concurrently a class
of securities pursuant to section 12(b) or (g) (15 U.S.C. 78l(b) or
(g)) of the Securities Exchange Act of 1934 (``Exchange Act'') subject
to the following:
(1) Subject to paragraph (b)(2) of this section, this Form F-4 may
be used for concurrent registration pursuant to section 12(b) or (g) of
the Exchange Act of any class of securities being registered on this
form under the Securities Act of 1933;
(2) If the registrant would be required to file an annual report
pursuant to section 15(d) (15 U.S.C. 78o(d)) of the Exchange Act for
its last fiscal year, except for the fact that the Exchange Act
registration on this Form F-4 will become effective before such report
is required to be filed, an annual report for such fiscal year shall
nevertheless be filed within the period specified in the appropriate
annual report form; and
(3) Concurrent registration under the Exchange Act is not available
when securities being registered on this Form are to be offered on a
delayed basis pursuant to Sec. 230.415(a)(1)(x) of this chapter.
27. By amending Form F-4 (referenced in Sec. 239.34) by revising
the title to the form and the facing page, by adding General
Instruction H, by revising the signature requirements in Part II (not
including the Instructions thereto), and by adding paragraph 4. to the
Instructions to ``Signatures'' to read as follows:
Note: The text of Form F-4 does not, and the amendments thereto
will not, appear in the Code of Federal Regulations.
Form F-4
Securities and Exchange Commission
Form F-4
Registration Statement Under the Securities Act of 1933 and Section
12(b) or (g) of the Securities Exchange Act of 1934
----------------------------------------------------------------------
(Exact Name of Registrant as specified in its charter)
----------------------------------------------------------------------
(Translation of Registrant's name into English)
----------------------------------------------------------------------
(State or other jurisdiction of incorporation or organization)
----------------------------------------------------------------------
(Primary Standard Industrial Classification Code Number)
----------------------------------------------------------------------
(Address, including zip code, and telephone number, including area
code, of Registrant's principal executive offices)
----------------------------------------------------------------------
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
Approximate date of commencement of proposed sale of the
securities to the public ____________________.
If this Form is a post-effective amendment filed pursuant to
Rule 462(d) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If any class of securities is to be concurrently registered on
this Form pursuant to Section 12(b) of the Securities Exchange Act
of 1934 pursuant to General Instruction H, please check the
following box. [ ]
Securities to be registered pursuant to Section 12(b) of the
Securities Exchange Act of 1934:
Title of each class to be so registered
----------------------------------------------------------------------
----------------------------------------------------------------------
Name of each exchange on which each class is to be registered
----------------------------------------------------------------------
----------------------------------------------------------------------
If any class of securities is to be concurrently registered on
this Form pursuant to Section 12(g) of the Securities Exchange Act
of 1934 pursuant to General Instruction H, please check the
following box. [ ]
Securities to be registered pursuant to Section 12(g) of the
Securities Exchange Act of 1934:
----------------------------------------------------------------------
(Title of class)
----------------------------------------------------------------------
(Title of class)
Calculation of Registration Fee
----------------------------------------------------------------------------------------------------------------
Proposed maximum Proposed maximum
Title of each class of Amount to be offering price per aggregate offering Amount of
securities to be registered registered unit price registration fee
----------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------
Note: Specific details relating to the fee calculation shall be
furnished in notes to the table, including references to provisions
of Rule 457 (Sec. 230.457 of this chapter) relied upon, if the basis
of the calculation is not otherwise evident from the information
presented in the table.
General Instructions
* * * * *
H. Registration Under the Securities Exchange Act of 1934
1. Subject to General Instruction H.2., this form may be used
for concurrent registration pursuant to section 12 (b) or (g) of the
Exchange Act of any class of securities listed under ``Title of each
class of securities to be registered'' on the cover page of this
registration statement.
2. If the registrant would be required to file an annual report
pursuant to section 15(d) of the Exchange Act for its last fiscal
year, except for the fact that the Exchange Act registration on this
form will become effective before such report is required to be
filed, an annual report for such fiscal year shall nevertheless be
filed within the period specified in the appropriate annual report
form.
3. If a class of securities is concurrently being registered
under the Exchange Act, the provisions of Rule 12d1-2 of the
Exchange Act apply with respect to the effectiveness of the
registration statement for Exchange Act purposes.
4. At least one complete, signed copy of the registration
statement shall be filed with each
[[Page 30424]]
exchange on which the securities are to be registered.
5. Concurrent registration under the Exchange Act is not
available when securities being registered on this Form pursuant to
General Instruction F are to be offered on a delayed basis pursuant
to Sec. 230.415(a)(1)(x) of this chapter.
* * * * *
Part II--Information Not Required in Prospectus
* * * * *
Signatures
Pursuant to the requirements of the Securities Act of 1933 [and
Section 12 of the Securities Exchange Act of 1934], the registrant
has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of
__________________, State of ____________________, on __________,
19____.
(Registrant)-----------------------------------------------------------
By (Signature and Title)-----------------------------------------------
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in
the capacities and on the dates indicated.
(Signature)------------------------------------------------------------
(Title)----------------------------------------------------------------
(Date)-----------------------------------------------------------------
Instructions
* * * * *
4. If a class of securities is being registered concurrently
under the Exchange Act, the registrant should sign the registration
statement in accordance with the requirements of both the Securities
Act and Section 12 of the Exchange Act.
Sec. 239.61 [Removed and Reserved]
28. By removing and reserving Sec. 239.61 and by removing Form SR.
29. By revising Sec. 239.500 to read as follows:
Sec. 239.500 Form D, notice of sales of securities under Regulation D.
An issuer offering or selling securities in reliance on Regulation
D (Sec. 230.501 through Sec. 230.508 of this chapter) shall prepare a
notice on Form D promptly after the first sale of securities. The
issuer shall retain the notice until three years after the date of the
first sale of securities. Upon request, the issuer shall furnish to the
Commission or its staff a copy of the Form D notice.
30. By amending Form D (referenced in Sec. 239.500) by revising the
General Instructions to read as follows:
Note: The text of Form D does not, and the amendments thereto
will not, appear in the Code of Federal Regulations.
Form D
* * * * *
General Instructions
Federal
Who Must Prepare: All issuers making an offering of securities
in reliance on an exemption under Regulation D, 17 CFR 230.501 et
seq., should prepare this notice promptly after the first sale of
securities.
Recordkeeping Requirement: The issuer shall retain this notice
until three years after the date of the first sale of securities.
Upon request, the issuer shall furnish to the Commission or its
staff a copy of the Form D notice.
State
This notice shall be used to indicate reliance on the Uniform
Limited Offering Exemption (ULOE) for sales of securities in those
states that have adopted ULOE and that have adopted this Form.
Issuers relying on ULOE must file a separate notice with the
Securities Administrator in each state where sales are to be, or
have been, made. If a state requires the payment of a fee as a
precondition to the claim for the exemption, a fee in the proper
amount shall accompany this Form. This notice shall be filed in the
appropriate states in accordance with state law. The Appendix to the
notice constitutes a part of this notice and must be completed.
* * * * *
PART 240--GENERAL RULES AND REGULATIONS, SECURITIES EXCHANGE ACT OF
1934
31. The authority citation for Part 240 continues to read in part
as follows:
Authority: 15 U.S.C. 77c, 77d, 77g, 77j, 77s, 77eee, 77ggg,
77nnn, 77sss, 77ttt, 78c, 78d, 78i, 78j, 78l, 78m, 78n, 78o, 78p,
78q, 78s, 78w, 78x, 78ll(d), 79q, 79t, 80a-20, 80a-23, 80a-29, 80a-
37, 80b-3, 80b-4 and 80b-11, unless otherwise noted.
* * * * *
32. By adding Sec. 240.12a-8 to read as follows:
Sec. 240.12a-8 Exemption of depositary shares.
Depositary shares (as that term is defined in Sec. 240.12b-2)
registered on Form F-6 (Sec. 239.36 of this chapter), but not the
underlying deposited securities, shall be exempt from the operation of
section 12(a) of the Act (15 U.S.C. 78l(a)).
33. By revising the undesignated subject heading preceding
Sec. 240.12d1-1 to read as follows:
Certification by Exchanges and Effectiveness of Registration
* * * * *
34. By amending Sec. 240.12d1-2 by revising paragraph (b) and
adding paragraphs (c) and (d) to read as follows:
Sec. 240.12d1-2 Effectiveness of registration.
* * * * *
(b) A registration statement on Form 8-A (17 CFR 249.208a) shall
become effective:
(1) With respect to a class of securities registered pursuant to
section 12(b) of the Act (15 U.S.C. 78l(b)), upon the later of receipt
by the Commission of certification from the national securities
exchange or the filing of the Form 8-A with the Commission; or
(2) With respect to a class of securities registered pursuant to
section 12(g) of the Act (15 U.S.C. 78l(g)), upon the filing of Form 8-
A with the Commission.
(c) A registration statement that concurrently registers a class of
securities under the Securities Act of 1933 and section 12(b) (15
U.S.C. 78l(b)) of the Act shall become effective pursuant to the Act at
the later of either the effectiveness of the registration statement
pursuant to the Securities Act of 1933 or receipt by the Commission of
certification by the exchange.
(d) A registration statement that concurrently registers a class of
securities under the Securities Act of 1933 and section 12(g) (15
U.S.C. 78l(g)) of the Act shall become effective pursuant to the Act at
the same time as the effectiveness of the registration statement
pursuant to the Securities Act of 1933.
35. By amending Sec. 240.12g-3 by revising paragraphs (a) and (b),
by redesignating paragraph (c) as paragraph (d), by adding paragraph
(c) to read as follows:
Sec. 240.12g-3 Registration of securities of successor issuers.
(a) Where in connection with a succession by merger, consolidation,
exchange of securities or acquisition of assets, securities of an
issuer, not previously registered pursuant to section 12 of the Act (15
U.S.C. 78l), are issued to the holders of any class of securities of
another issuer that is registered pursuant to either section 12 (b) or
(g) of the Act (15 U.S.C. 78l(b) or (g)), the class of securities so
issued shall be deemed to be registered under the same paragraph of
section 12 of the Act unless upon consummation of the succession such
class is exempt from such registration other than by Sec. 240.12g3-2 or
all securities of such class are held of record by less than 300
persons or the securities issued in connection with the succession were
registered on Form F-8 or Form F-80 (Sec. 239.38 or Sec. 239.41 of this
chapter) and following succession the successor would not be required
to register such class of securities under section 12 of the Act but
for this section.
(b) Where in connection with a succession by merger, consolidation,
exchange of securities or acquisition of assets, securities of an
issuer, that are
[[Page 30425]]
not registered pursuant to section 12 of the Act (15 U.S.C. 78l), are
issued to the holders of any class of securities of another issuer that
is required to file a registration statement pursuant to either section
12(b) or (g) of the Act (15 U.S.C. 78l(b) or (g)) but has not yet done
so, the duty to file such statement shall be deemed to have been
assumed by the issuer of the class of securities so issued and such
issuer shall file a registration statement pursuant to the same
paragraph of section 12 of the Act with respect to such class within
the period of time the predecessor issuer would have been required to
file such a statement unless upon consummation of the succession such
class is exempt from such registration other than by Sec. 240.12g3-2 or
all securities of such class are held of record by less than 300
persons or the securities issued in connection with the succession were
registered on Form F-8 or Form F-80 (Sec. 239.38 or Sec. 239.41) and
following the succession the successor would not be required to
register such class of securities under section 12 of the Act but for
this section.
(c) Where in connection with a succession by merger, consolidation,
exchange of securities or acquisition of assets, securities of an
issuer not previously registered pursuant to section 12 of the Act (15
U.S.C. 78l) are issued to the holders of classes of securities of more
than one other issuer that are each registered pursuant to section 12
of the Act, the class of securities so issued shall be deemed to be
registered under section 12 of the Act unless upon consummation of the
succession such class is exempt from such registration other than by
Sec. 240.12g3-2 or all securities of such class are held of record by
less than 300 persons or the securities issued in connection with the
succession were registered on Form F-8 or Form F-80 (Sec. 239.38 or
Sec. 239.41 of this chapter) and following succession the successor
would not be required to register such class of securities under
section 12 of the Act but for this section. If the classes of
securities issued by each of the predecessor issuers are registered
under the same paragraph of section 12 of the Act, the class of
securities issued by the successor issuer will be deemed registered
under the same paragraph of section 12 of the Act. If the classes of
securities issued by the predecessor issuers each are registered under
different paragraphs of section 12 of the Act, then the successor
issuer shall indicate in the Form 8-K (Sec. 249.308) report filed with
the Commission in connection with the succession, pursuant to the
requirements of Form K-8, the paragraph of section 12 of the Act under
which the class of securities issued by the successor issuer will be
deemed registered.
* * * * *
36. By revising paragraph (a) of Sec. 240.15d-5 to read as follows:
Sec. 240.15d-5 Reporting by successor issuers.
(a) Where in connection with a succession by merger, consolidation,
exchange of securities or acquisition of assets, securities of any
issuer that is not required to file reports pursuant to Section 15(d)
(15 U.S.C. 78o(d)) of the Act are issued to the holders of any class of
securities of another issuer that is required to file such reports, the
duty to file reports pursuant to such section shall be deemed to have
been assumed by the issuer of the class of securities so issued and
such issuer shall after the consummation of the succession file reports
in accordance with such section, and the rules and regulations
thereunder unless such issuer is exempt from filing such reports or the
duty to file such reports is suspended under said section.
* * * * *
PART 249--FORMS, SECURITIES EXCHANGE ACT OF 1934
37. The authority citation for Part 249 continues to read in part
as follows:
Authority 15 U.S.C. 78a, et seq., unless otherwise noted;
* * * * *
38. By amending Sec. 249.208a by revising paragraph (c) and adding
paragraph (d) to read as follows:
Sec. 249.208a Form 8-A, for registration of certain classes of
securities pursuant to section 12 (b) or (g) of the Securities Exchange
Act of 1934.
* * * * *
(c) If this form is used for the registration of a class of
securities pursuant to Section 12(b) of this Act (15 U.S.C. 78l(b)), it
shall become effective upon the later of receipt by the Commission of
certification from the national securities exchange or the filing of
the Form 8-A with the Commission.
(d) If this form is used for the registration of securities
pursuant to Section 12(g) of the Act (15 U.S.C. 78l(g)), it shall
become effective upon filing with the Commission.
39. By amending Form 8-A (referenced in Sec. 249.208a) by revising
paragraph (c) of General Instruction A, by adding paragraph (d) to
General Instruction A, by revising the two check boxes on the cover
page, and by revising ``Item 1'' under ``Information Required In
Registration Statement'' before the Instruction to read as follows:
Note: The text of Form 8-A does not, and the amendments will
not, appear in the Code of Federal Regulations.
Form 8-A
For Registration of Certain Classes of Securities Pursuant to Section
12 (b) or (g) of the Securities Exchange Act of 1934
GENERAL INSTRUCTIONS
* * * * *
A. Rule as to Use of Form 8-A.
* * * * *
(c) If this form is used for the registration of a class of
securities pursuant to Section 12(b) of the Exchange Act, it shall
become effective upon the later of receipt by the Commission of
certification from the exchange or the filing of the Form 8-A with
the Commission.
(d) If this form is used for the registration of securities
pursuant to Section 12(g) of the Act, it shall become effective upon
filing with the Commission.
* * * * *
Securities And Exchange Commission, Washington, DC 20549
Form 8-A
For Registration of Certain Classes of Securities Pursuant to Section
12 (b) or (g) of the Securities Exchange Act of 1934
* * * * *
If this form relates to the registration of securities pursuant
to Section 12(b) of the Exchange Act and is effective pursuant to
General Instruction A.(c), please check the following box. [ ]
If this form relates to the registration of securities pursuant
to Section 12(g) of the Exchange Act and is effective pursuant to
General Instruction A.(d), please check the following box. [ ]
* * * * *
Information Required in Registration Statement
Item 1. Description of Registrant's Securities to be Registered
Furnish the information required by Item 202 of Regulation S-K
(Sec. 229.202 of this chapter). Small business issuers may furnish
the information required by Item 202 of Regulation S-B (Sec. 228.202
of this chapter).
* * * * *
Sec. 249.208b [Removed and Reserved]
40. By removing and reserving Sec. 249.208b and by removing Form 8-
B.
41. By amending Form 20-F (referenced in Sec. 249.220f) by adding
paragraph (d) to Item 9 of Part I preceding the Instructions to read as
follows:
Note: The text of Form 20-F does not, and the amendments thereto
will not, appear in the Code of Federal Regulations.
[[Page 30426]]
Form 20-F
* * * * *
Part I
* * * * *
Item 9. Management's Discussion and Analysis of Financial Condition and
Results of Operations
* * * * *
(d) Use of proceeds.
As required by Rule 463 (17 CFR 230.463) under the Securities
Act of 1933 (``Securities Act''), following the effective date of
the first registration statement filed under the Securities Act by
an issuer, the issuer or successor issuer shall report the use of
proceeds on its first annual report filed pursuant to Sections 13(a)
and 15(d) of the Exchange Act after effectiveness of its Securities
Act registration statement, and thereafter on each of its subsequent
annual reports filed pursuant to Sections 13(a) and 15(d) of the
Exchange Act through the later of the application of the offering
proceeds, or the termination of the offering. To the extent that a
report of the use of proceeds is required with respect to the first
effective registration statement of the predecessor issuer, the
successor issuer shall provide such a report. The information
provided pursuant to paragraphs (d)(2) through (d)(4) of this Item
need only be provided with respect to the first annual report filed
pursuant to Sections 13(a) and 15(d) of the Exchange Act after
effectiveness of the registration statement filed under the
Securities Act. Subsequent annual reports filed pursuant to Sections
13(a) and 15(d) of the Exchange Act need only provide the
information required in paragraphs (d)(2) through (d)(4) of this
Item if any of such required information has changed since the last
annual report filed. In disclosing the use of proceeds in the first
of such reports filed pursuant to the Exchange Act, the issuer or
successor issuer should include the following information:
(1) The effective date of the Securities Act registration
statement for which the report is being made, the Commission file
number assigned to the registration statement, and, if applicable,
the first six (6) digits of its CUSIP number;
(2) If the offering has commenced, the offering date, and if the
offering has not commenced, an explanation why it has not;
(3) If the offering terminated before any securities were sold,
an explanation for such termination; and
(4) If the offering did not terminate before any securities were
sold, disclose:
(i) Whether the offering terminated prior to the sale of all
securities registered;
(ii) The name(s) of the managing underwriter(s), if any;
(iii) The title of each class of securities registered and,
where a class of convertible securities is being registered, the
title of any class of securities into which such securities may be
converted;
(iv) For each class of securities (other than a class of
securities into which a class of convertible securities registered
may be converted without additional payment to the issuer) the
following information, provided for both the account of the issuer
and the account(s) of any selling security holder(s): the amount
registered, the aggregate price of the offering amount registered,
the amount sold and the aggregate offering price of the amount sold
to date;
(v) From the effective date of the Securities Act registration
statement to the ending date of the reporting period, the amount of
expenses incurred for the issuer's account in connection with the
issuance and distribution of the securities registered for
underwriting discounts and commissions, finders' fees, expenses paid
to or for underwriters, other expenses and total expenses. Indicate
whether such payments were: (A) direct or indirect payments to
directors, officers, general partners of the issuer or their
associates; to persons owning ten (10) percent or more of any class
of equity securities of the issuer; and to affiliates of the issuer;
or (B) direct or indirect payments to others. If the issuer is
providing a reasonable estimate for the amount of expenses incurred,
the issuer should indicate which figures provided are estimates;
(vi) The net offering proceeds to the issuer after deducting the
total expenses described in paragraph (d)(4)(v);
(vii) From the effective date of the Securities Act registration
statement to the ending date of the reporting period, the amount of
net offering proceeds to the issuer used for construction of plant,
building and facilities; purchase and installation of machinery and
equipment; purchases of real estate; acquisition of other
business(es); repayment of indebtedness; working capital; temporary
investments; and any other purposes for which at least five (5)
percent of the issuer's total proceeds or $50,000 (whichever is
less) has been used. Indicate whether such payments were: (A) direct
or indirect payments to directors, officers, general partners of the
issuer or their associates; to persons owning ten (10) percent or
more of any class of equity securities of the issuer; and to
affiliates of the issuer; or (B) direct or indirect payments to
others. If the issuer is providing a reasonable estimate for the
amount of net offering proceeds applied, the issuer should indicate
which figures provided are estimates; and
(viii) If the use of proceeds in paragraph (d)(4)(vii) of this
Item represents a material change in the use of proceeds described
in the prospectus, the issuer should describe briefly the material
change.
* * * * *
42. By amending Form 10-Q (referenced in Sec. 249.308a) by adding
paragraph (d) to Item 2 of Part II preceding the Instruction to read as
follows:
Note: The text of Form 10-Q does not, and the amendments thereto
will not, appear in the Code of Federal Regulations.
United States Securities and Exchange Commission,Washington, D.C. 20549
Form 10-Q
* * * * *
Part II--Other Information
* * * * *
Item 2. Changes in Securities
* * * * *
(d) As required by Rule 463 (17 CFR 230.463) of the Securities
Act of 1933 (``Securities Act''), following the effective date of
the first registration statement filed under the Securities Act by
an issuer, the issuer or successor issuer shall report the use of
proceeds on its first periodic report filed pursuant to Sections
13(a) and 15(d) of the Securities Exchange Act of 1934 (the ``Act'')
after effectiveness of its Securities Act registration statement,
and thereafter on each of its subsequent reports filed pursuant to
Sections 13(a) and 15(d) of the Act through the later of the
application of the offering proceeds, or the termination of the
offering. To the extent that a report of the use of proceeds is
required with respect to the first effective registration statement
of the predecessor issuer, the successor issuer shall provide such a
report. The information provided pursuant to paragraphs (d)(2)
through (d)(4) of this Item need only be provided with respect to
the first periodic report filed pursuant to Sections 13(a) and 15(d)
of the Act after effectiveness of the registration statement filed
under the Securities Act. Subsequent periodic reports filed pursuant
to Sections 13(a) and 15(d) of the Act need only provide the
information required in paragraphs (d)(2) through (d)(4) of this
Item if any of such required information has changed since the last
periodic report filed. In disclosing the use of proceeds in the
first of such reports filed pursuant to the Act, the issuer or
successor issuer should include the following information:
(1) The effective date of the Securities Act registration
statement for which the report is being made, the Commission file
number assigned to the registration statement, and, if applicable,
the first six (6) digits of its CUSIP number;
(2) If the offering has commenced, the offering date, and if the
offering has not commenced, an explanation why it has not;
(3) If the offering terminated before any securities were sold,
an explanation for such termination; and
(4) If the offering did not terminate before any securities were
sold, disclose:
(i) Whether the offering terminated prior to the sale of all
securities registered;
(ii) The name(s) of the managing underwriter(s), if any;
(iii) The title of each class of securities registered and,
where a class of convertible securities is being registered, the
title of any class of securities into which such securities may be
converted;
(iv) For each class of securities (other than a class of
securities into which a class of convertible securities registered
may be converted without additional payment to the issuer) the
following information, provided for both the account of the issuer
and the account(s) of any selling security holder(s): the amount
registered, the aggregate price of the offering amount registered,
the amount sold and the aggregate offering price of the amount sold
to date;
(v) From the effective date of the Securities Act registration
statement to the ending date of the reporting period, the amount of
[[Page 30427]]
expenses incurred for the issuer's account in connection with the
issuance and distribution of the securities registered for
underwriting discounts and commissions, finders' fees, expenses paid
to or for underwriters, other expenses and total expenses. Indicate
whether such payments were: (A) direct or indirect payments to
directors, officers, general partners of the issuer or their
associates; to persons owning ten (10) percent or more of any class
of equity securities of the issuer; and to affiliates of the issuer;
or (B) direct or indirect payments to others. If the issuer is
providing a reasonable estimate for the amount of expenses incurred,
the issuer should indicate which figures provided are estimates;
(vi) The net offering proceeds to the issuer after deducting the
total expenses described in paragraph (d)(4)(v);
(vii) From the effective date of the Securities Act registration
statement to the ending date of the reporting period, the amount of
net offering proceeds to the issuer used for construction of plant,
building and facilities; purchase and installation of machinery and
equipment; purchases of real estate; acquisition of other
business(es); repayment of indebtedness; working capital; temporary
investments; and any other purposes for which at least five (5)
percent of the issuer's total proceeds or $50,000 (whichever is
less) has been used. Indicate whether such payments were: (A) direct
or indirect payments to directors, officers, general partners of the
issuer or their associates; to persons owning ten (10) percent or
more of any class of equity securities of the issuer; and to
affiliates of the issuer; or (B) direct or indirect payments to
others. If the issuer is providing a reasonable estimate for the
amount of net offering proceeds applied, the issuer should indicate
which figures provided are estimates; and
(viii) If the use of proceeds in paragraph (d)(4)(vii) of this
Item represents a material change in the use of proceeds described
in the prospectus, the issuer should describe briefly the material
change.
* * * * *
43. By amending Form 10-QSB (referenced in Sec. 249.308b) by adding
paragraph (d) to Item 2 of Part II preceding the Instruction to read as
follows:
Note: The text of Form 10-QSB does not, and the amendments
thereto will not, appear in the Code of Federal Regulations.
Form 10-QSB
* * * * *
Part II--Other Information
* * * * *
Item 2. Changes in Securities
* * * * *
(d) As required by Rule 463 (17 CFR 230.463) of the Securities
Act of 1933 (``Securities Act''), following the effective date of
the first registration statement filed under the Securities Act by
an issuer, the issuer or successor issuer shall report the use of
proceeds on its first periodic report filed pursuant to Sections
13(a) and 15(d) of the Securities Exchange Act of 1934 (the ``Act'')
after effectiveness of its Securities Act registration statement,
and thereafter on each of its subsequent reports filed pursuant to
Sections 13(a) and 15(d) of the Act through the later of the
application of the offering proceeds, or the termination of the
offering. To the extent that a report of the use of proceeds is
required with respect to the first effective registration statement
of the predecessor issuer, the successor issuer shall provide such a
report. The information provided pursuant to paragraphs (d)(2)
through (d)(4) of this Item need only be provided with respect to
the first periodic report filed pursuant to Sections 13(a) and 15(d)
of the Act after effectiveness of the registration statement filed
under the Securities Act. Subsequent periodic reports filed pursuant
to Sections 13(a) and 15(d) of the Act need only provide the
information required in paragraphs (d)(2) through (d)(4) of this
Item if any of such required information has changed since the last
periodic report filed. In disclosing the use of proceeds in the
first of such reports filed pursuant to the Act, the issuer or
successor issuer should include the following information:
(1) The effective date of the Securities Act registration
statement for which the report is being made, the Commission file
number assigned to the registration statement, and, if applicable,
the first six (6) digits of its CUSIP number;
(2) If the offering has commenced, the offering date, and if the
offering has not commenced, an explanation why it has not;
(3) If the offering terminated before any securities were sold,
an explanation for such termination; and
(4) If the offering did not terminate before any securities were
sold, disclose:
(i) Whether the offering terminated prior to the sale of all
securities registered;
(ii) The name(s) of the managing underwriter(s), if any;
(iii) The title of each class of securities registered and,
where a class of convertible securities is being registered, the
title of any class of securities into which such securities may be
converted;
(iv) For each class of securities (other than a class of
securities into which a class of convertible securities registered
may be converted without additional payment to the issuer) the
following information, provided for both the account of the issuer
and the account(s) of any selling security holder(s): the amount
registered, the aggregate price of the offering amount registered,
the amount sold and the aggregate offering price of the amount sold
to date;
(v) From the effective date of the Securities Act registration
statement to the ending date of the reporting period, the amount of
expenses incurred for the issuer's account in connection with the
issuance and distribution of the securities registered for
underwriting discounts and commissions, finders' fees, expenses paid
to or for underwriters, other expenses and total expenses. Indicate
whether such payments were: (A) direct or indirect payments to
directors, officers, general partners of the issuer or their
associates; to persons owning ten (10) percent or more of any class
of equity securities of the issuer; and to affiliates of the issuer;
or (B) direct or indirect payments to others. If the issuer is
providing a reasonable estimate for the amount of expenses incurred,
the issuer should indicate which figures provided are estimates;
(vi) The net offering proceeds to the issuer after deducting the
total expenses described in paragraph (d)(4)(v) of this Item;
(vii) From the effective date of the Securities Act registration
statement to the ending date of the reporting period, the amount of
net offering proceeds to the issuer used for construction of plant,
building and facilities; purchase and installation of machinery and
equipment; purchases of real estate; acquisition of other
business(es); repayment of indebtedness; working capital; temporary
investments; and any other purposes for which at least five (5)
percent of the issuer's total proceeds or $50,000 (whichever is
less) has been used. Indicate whether such payments were: (A) direct
or indirect payments to directors, officers, general partners of the
issuer or their associates; to persons owning ten (10) percent or
more of any class of equity securities of the issuer; and to
affiliates of the issuer; or (B) direct or indirect payments to
others. If the issuer is providing a reasonable estimate for the
amount of net offering proceeds applied, the issuer should indicate
which figures provided are estimates; and
(viii) If the use of proceeds in paragraph (d)(4)(vii) of this
Item represents a material change in the use of proceeds described
in the prospectus, the issuer should describe briefly the material
change.
* * * * *
44. By amending Form 10-K (referenced in Sec. 249.310), Item 5 of
Part II by redesignating the current text as paragraph (a) and by
adding paragraph (b) to read as follows:
Note: The text of Form 10-K does not, and the amendments thereto
will not, appear in the Code of Federal Regulations.
Form 10-K
* * * * *
Part II
Item 5. Market for Registrant's Common Equity and Related Stockholder
Matters
* * * * *
(b) As required by Rule 463 (17 CFR 230.463) of the Securities
Act of 1933 (``Securities Act''), following the effective date of
the first registration statement filed under the Securities Act by
an issuer, the issuer or successor issuer shall report the use of
proceeds on its first periodic report filed pursuant to Sections
13(a) and 15(d) of the Securities Exchange Act of 1934 (the ``Act'')
after effectiveness of its Securities Act registration statement,
and thereafter on each of its subsequent reports filed pursuant to
Sections 13(a) and 15(d) of the Act through the later of the
application of the offering proceeds, or the termination of the
offering. To the extent that a report of the use of proceeds is
required with respect to the first effective registration statement
of the predecessor issuer, the successor issuer shall
[[Page 30428]]
provide such a report. The information provided pursuant to
paragraphs (b)(2) through (b)(4) of this Item need only be provided
with respect to the first periodic report filed pursuant to Sections
13(a) and 15(d) of the Act after effectiveness of the registration
statement filed under the Securities Act. Subsequent periodic
reports filed pursuant to Sections 13(a) and 15(d) of the Act need
only provide the information required in paragraphs (b)(2) through
(b)(4) of this Item if any of such required information has changed
since the last periodic report filed. In disclosing the use of
proceeds in the first of such reports filed pursuant to the Act, the
issuer or successor issuer should include the following information:
(1) The effective date of the Securities Act registration
statement for which the report is being made, the Commission file
number assigned to the registration statement, and, if applicable,
the first six (6) digits of its CUSIP number;
(2) If the offering has commenced, the offering date, and if the
offering has not commenced, an explanation why it has not;
(3) If the offering terminated before any securities were sold,
an explanation for such termination; and
(4) If the offering did not terminate before any securities were
sold, disclose:
(i) Whether the offering terminated prior to the sale of all
securities registered;
(ii) The name(s) of the managing underwriter(s), if any;
(iii) The title of each class of securities registered and,
where a class of convertible securities is being registered, the
title of any class of securities into which such securities may be
converted;
(iv) For each class of securities (other than a class of
securities into which a class of convertible securities registered
may be converted without additional payment to the issuer) the
following information, provided for both the account of the issuer
and the account(s) of any selling security holder(s): the amount
registered, the aggregate price of the offering amount registered,
the amount sold and the aggregate offering price of the amount sold
to date;
(v) From the effective date of the Securities Act registration
statement to the ending date of the reporting period, the amount of
expenses incurred for the issuer's account in connection with the
issuance and distribution of the securities registered for
underwriting discounts and commissions, finders' fees, expenses paid
to or for underwriters, other expenses and total expenses. Indicate
whether such payments were: (A) direct or indirect payments to
directors, officers, general partners of the issuer or their
associates; to persons owning ten (10) percent or more of any class
of equity securities of the issuer; and to affiliates of the issuer;
or (B) direct or indirect payments to others. If the issuer is
providing a reasonable estimate for the amount of expenses incurred,
the issuer should indicate which figures provided are estimates;
(vi) The net offering proceeds to the issuer after deducting the
total expenses described in paragraph (b)(4)(v) of this Item;
(vii) From the effective date of the Securities Act registration
statement to the ending date of the reporting period, the amount of
net offering proceeds to the issuer used for construction of plant,
building and facilities; purchase and installation of machinery and
equipment; purchases of real estate; acquisition of other
business(es); repayment of indebtedness; working capital; temporary
investments; and any other purposes for which at least five (5)
percent of the issuer's total proceeds or $50,000 (whichever is
less) has been used. Indicate whether such payments were: (A) direct
or indirect payments to directors, officers, general partners of the
issuer or their associates; to persons owning ten (10) percent or
more of any class of equity securities of the issuer; and to
affiliates of the issuer; or (B) direct or indirect payments to
others. If the issuer is providing a reasonable estimate for the
amount of net offering proceeds applied, the issuer should indicate
which figures provided are estimates; and
(viii) If the use of proceeds in paragraph (b)(4)(vii) of this
Item represents a material change in the use of proceeds described
in the prospectus, the issuer should describe briefly the material
change.
* * * * *
45. By amending Form 10-KSB (referenced in Sec. 249.310b), Item 5
of Part II by redesignating the current text as paragraph (a) and by
adding paragraph (b) to read as follows:
Note: The text of Form 10-KSB does not, and the amendments
thereto will not, appear in the Code of Federal Regulations.
Form 10-KSB
* * * * *
Part II
Item 5. Market for Common Equity and Related Stockholder Matters
* * * * *
(b) As required by Rule 463 (17 CFR 230.463) of the Securities
Act of 1933 (``Securities Act''), following the effective date of
the first registration statement filed under the Securities Act by
an issuer, the issuer or successor issuer shall report the use of
proceeds on its first periodic report filed pursuant to Sections
13(a) and 15(d) of the Securities Exchange Act of 1934 (the ``Act'')
after effectiveness of its Securities Act registration statement,
and thereafter on each of its subsequent reports filed pursuant to
Sections 13(a) and 15(d) of the Act through the later of the
application of the offering proceeds, or the termination of the
offering. To the extent that a report of the use of proceeds is
required with respect to the first effective registration statement
of the predecessor issuer, the successor issuer shall provide such a
report. The information provided pursuant to paragraphs (b)(2)
through (b)(4) of this Item need only be provided with respect to
the first periodic report filed pursuant to Sections 13(a) and 15(d)
of the Act after effectiveness of the registration statement filed
under the Securities Act. Subsequent periodic reports filed pursuant
to Sections 13(a) and 15(d) of the Act need only provide the
information required in paragraphs (b)(2) through (b)(4) of this
Item if any of such required information has changed since the last
periodic report filed. In disclosing the use of proceeds in the
first of such reports filed pursuant to the Act, the issuer or
successor issuer should include the following information:
(1) The effective date of the Securities Act registration
statement for which the report is being made, the Commission file
number assigned to the registration statement, and, if applicable,
the first six (6) digits of its CUSIP number;
(2) If the offering has commenced, the offering date, and if the
offering has not commenced, an explanation why it has not;
(3) If the offering terminated before any securities were sold,
an explanation for such termination; and
(4) If the offering did not terminate before any securities were
sold, disclose:
(i) Whether the offering terminated prior to the sale of all
securities registered;
(ii) The name(s) of the managing underwriter(s), if any;
(iii) The title of each class of securities registered and,
where a class of convertible securities is being registered, the
title of any class of securities into which such securities may be
converted;
(iv) For each class of securities (other than a class of
securities into which a class of convertible securities registered
may be converted without additional payment to the issuer) the
following information, provided for both the account of the issuer
and the account(s) of any selling security holder(s): the amount
registered, the aggregate price of the offering amount registered,
the amount sold and the aggregate offering price of the amount sold
to date;
(v) From the effective date of the Securities Act registration
statement to the ending date of the reporting period, the amount of
expenses incurred for the issuer's account in connection with the
issuance and distribution of the securities registered for
underwriting discounts and commissions, finders' fees, expenses paid
to or for underwriters, other expenses and total expenses. Indicate
whether such payments were: (A) direct or indirect payments to
directors, officers, general partners of the issuer or their
associates; to persons owning ten (10) percent or more of any class
of equity securities of the issuer; and to affiliates of the issuer;
or (B) direct or indirect payments to others. If the issuer is
providing a reasonable estimate for the amount of expenses incurred,
the issuer should indicate which figures provided are estimates;
(vi) The net offering proceeds to the issuer after deducting the
total expenses described in paragraph (b)(4)(v) of this Item;
(vii) From the effective date of the Securities Act registration
statement to the ending date of the reporting period, the amount of
net offering proceeds to the issuer used for construction of plant,
building and facilities; purchase and installation of machinery and
equipment; purchases of real estate; acquisition of other
business(es); repayment of indebtedness; working capital; temporary
investments; and any other purposes for which at least five (5)
percent of the issuer's total proceeds or $50,000 (whichever is
less) has been used. Indicate whether such payments were: (A) direct
or
[[Page 30429]]
indirect payments to directors, officers, general partners of the
issuer or their associates; to persons owning ten (10) percent or
more of any class of equity securities of the issuer; and to
affiliates of the issuer; or (B) direct or indirect payments to
others. If the issuer is providing a reasonable estimate for the
amount of net offering proceeds applied, the issuer should indicate
which figures provided are estimates; and
(viii) If the use of proceeds in paragraph (b)(4)(vii) of this
Item represents a material change in the use of proceeds described
in the prospectus, the issuer should describe briefly the material
change.
* * * * *
PART 239--FORMS PRESCRIBED UNDER THE SECURITIES ACT OF 1933
PART 274--FORMS PRESCRIBED UNDER THE INVESTMENT COMPANY ACT OF 1940
46. The authority citation for Part 274 continues to read as
follows:
Authority: 15 U.S.C. 77f, 77g, 77h, 77j, 77s, 78c(b), 78l, 78m,
78n, 78o(d), 80a-8, 80a-24, and 80a-29, unless otherwise noted.
* * * * *
47. By amending Secs. 239.14 and 274.11a-1 to add a new sentence at
the end of the section to read as follows:
Sec. 239.14 Form N-2, for closed end management investment companies
registered on Form N-8A.
Sec. 274.11a-1 Form N-2, registration statement of closed-end
management investment companies.
* * * In addition, this form may be used for the concurrent
registration of securities pursuant to section 12 of the Securities
Exchange Act of 1934 (15 U.S.C. 78l).
48. By amending Form N-2 (referenced in Sec. 239.14 and 274.11a-1)
on the facing page by adding after the check box heading ``Amendment
No. ______'' two check boxes; following the ``Calculation of
Registration Fee Table'' and before ``Instructions'' two line item
descriptions; adding a second paragraph to General Instruction A; and
in the signature requirements in Part C before the phrase ``and/or the
Investment Company Act of 1940'' adding the parenthetical ``(and
Section 12 of the Securities Exchange Act of 1934)'' to read as
follows:
Note: The text of Form N-2 does not, and the amendments thereto
will not, appear in the Code of Federal Regulations.
Form N-2
* * * * *
[ ] REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) UNDER THE
SECURITIES EXCHANGE ACT OF 1934
[ ] REGISTRATION STATEMENT PURSUANT TO SECTION 12(g) UNDER THE
SECURITIES EXCHANGE ACT OF 1934
* * * * *
Securities to be registered pursuant to Section 12(b) of the
Securities Exchange Act of 1934:
Title of each class to be so registered
----------------------------------------------------------------------
----------------------------------------------------------------------
Name of each exchange on which each class is to be registered
----------------------------------------------------------------------
----------------------------------------------------------------------
Securities to be registered pursuant to Section 12(g) of the
Securities Exchange Act of 1934:
Title of each class to be so registered
----------------------------------------------------------------------
----------------------------------------------------------------------
Name of each exchange on which each class is to be registered
----------------------------------------------------------------------
----------------------------------------------------------------------
* * * * *
General Instructions
A. Use of Form N-2
* * * * *
Form N-2 may be used for concurrent registration pursuant to
Sections 12 (b) or 12(g) of the Securities Exchange Act of 1934 [15
U.S.C. 78l(b) or (g)]. Registrants that intend to list their
securities on an exchange shall file at least one complete signed
copy of the registration statement with each exchange on which
securities are to be registered.
* * * * *
By the Commission.
Dated: May 31, 1996.
Jonathan G. Katz,
Secretary.
[FR Doc. 96-14183 Filed 6-13-96; 8:45 am]
BILLING CODE 8010-01-P
