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sell securities in reliance upon § 230.144 of this chapter and shall be transmitted for filing concurrently with either the placing with a broker of an order to execute a sale of securities or the execution directly with a market maker of a sale of securities.

(b) This form need not be filed if the amount of securities to be sold during any period of 3 months does not exceed 500 shares or other units and the aggregate sale price thereof does not exceed $10,000.

(c) Under sections 2(11), 4(1), 4(2), 4(4) and 19(a) of the Securities Act of 1933 (17 CFR 230) and Rule 144 thereunder, the Commission is authorized to solicit the information required to be supplied by this form by persons desiring to sell unregistered securities. Disclosure of the information specified in this form is mandatory prior to processing notices of proposed sale of securities under Rule 144, except for social security account numbers, disclosure of which is voluntary. The information will be used for the primary purpose of disclosing the proposed sale of unregistered securities by persons deemed not to be engaged in the distribution of securities. This notice will be made a matter of public record. Therefore, any information given will be available for inspection by any member of the public. Because of the public nature of the information, the Commission can utilize it for a variety of purposes, including referral to other governmental authorities or securities self-regulatory organizations for investigatory purposes or in connection with litigation involving the Federal securities laws or other civil, criminal or regulatory statutes or provisions. Social security account numbers, if furnished, will assist the Commission in identifying persons desiring to sell unregistered securities and, therefore, in promptly processing notices of proposed sale of securities. Failure to disclose the information requested by Form 144, except for social security account numbers, would make an exception under Rule 144 unavailable and may result in civil or criminal action for violations of the Federal securities laws.

[37 FR 4329, Mar. 2, 1972, as amended at 40 FR 55319, Nov. 28, 1975; 43 FR 5423, Nov. 21, 1978]

§§ 239.145-239.199 [Reserved]

§ 239.200 Form 1-E, notification under Regulation E.

This form shall be used for notification pursuant to Rule 604 (§ 230.604 of this chapter) of Regulation E (§§ 230.601-230.610a of this chapter) by a small business investment company or business development company described in Rule 602 (§ 230.602 of this chapter).

(Secs 3(b) and 3(c), Securities Act of 1933 (15 U.S.C. 77c (b) and (c); sec. 38, Investment Company Act of 1940 (15 U.S.C. 80a37))

[49 FR 35347, Sept. 7, 1984]

EDITORIAL NOTE: Form 1-E amended at 49 FR 35347, Sept. 7, 1984.

§ 239.201

Form 2-E, report of sales pursuant to Rule 609 of Regulation E. This form shall be used for report of sales of securities under Regulation E (§§ 230.601-230.610a of this chapter) by a small business investment company described in Rule 602 (§ 230.602 of this chapter) as required by Rule 609 of Regulation E (§ 230.609 of this chapter).

§§ 239.202-239.299 [Reserved]

§ 239.300 Form 1-F, notification under Regulation F.

This form shall be used for notification pursuant to Rule 652 (§ 230.652 of this of Regulation F

chapter)

(§ 230.651-§ 230.656 of this chapter) in connection with sales of assessable stock.

§ 239.500 Form D, notice of sales of securities under Regulation D and section 4(6) of the Securities Act of 1933. (a) Five copies of a notice on this form shall be filed with the Commission at the following times:

(1) No later than 15 days after the first sale of securities in an offering under Regulation D (§ 230.501§ 230.506 of this chapter) or under section 4(6) of the Securities Act of 1933;

(2) Every six months after the first sale of securities in an offering under Regulation D or under section 4(6),

>reign private issuer, as defined in ule 405 (§ 230.405 of this chapter), hich meets the requirements of pararaph (a) of this section ("Registrant equirements") may use this Form for ne registration of securities under the ecurities Act of 1933 (the "Securities ct") which are offered in any transction specified in paragraph (b) of his section ("Transaction requireents"), provided that the requireents applicable to the specified ransaction are met. With respect to ajority-owned subsidiaries, see Intruction (a)(6) below.

(a) Registrant requirements. All regtrants must meet the following conitions in order to use this Form F-3 pr registration under the Securities ct of securities offered in the transctions specified in paragraph (b) of his section:

(1) The registrant has a class of seurities registered pursuant to section 2(b) of the Securities Exchange Act f 1934 ("Exchange Act") or a class of quity securities registered pursuant b section 12(g) of the Exchange Act r is required to file reports pursuant b section 15(d) of the Exchange Act nd is eligible to file and has filed nnual reports on Form 20-F 249.220f of this chapter) under the xchange Act.

(2) The registrant (i) has been subect to the requirements of section 12 r 15(d) of the Exchange Act and has led all the material required to be led pursuant to sections 13, 14 or 5(d) for a period of at least thirty-six alendar months immediately precedg the filing of the registration stateent on this form; and (ii) has filed in timely manner all reports required be filed during the twelve calendar onths and any portion of a month mediately preceding the filing of he registration statement and, if the egistrant has used (during the twelve alendar months and any portion of a onth immediately preceding the ling of the registration statement) ule 12b-25(b) (§ 240.12b-25(b) of this hapter) under the Exchange Act with espect to a report or a portion of a eport, that report or portion thereof as actually been filed within the time eriod prescribed by a rule.

(3) Neither the registrant nor any of its consolidated or unconsolidated subsidiaries have, since the end of their last fiscal year for which certified financial statements of the registrant and its consolidated subsidiaries were included in a report filed pursuant to section 13(a) or 15(d) of the Exchange Act: (i) Failed to pay any dividend or sinking fund installment on preferred stock; or (ii) defaulted (A) on any installment or installments on indebtedness for borrowed money, or (B) on any rental on one or more long term leases, which defaults in the aggregate are material to the financial position of the registrant and its consolidated and unconsolidated subsidiaries, taken as a whole.

(4) The aggregate market value worldwide of the voting stock held by non-affiliates of the registrant is the equivalent of $300 million or more, except that the provisions of this paragraph do not apply if the only securities being registered are to be offered in a transaction of the type described in (b)(2) of the Transaction Requirements.

Instructions To Paragraph (a)(4)

The aggregate market value of the registrant's outstanding voting stock shall be computed by use of the price at which the stock was last sold, or the average of the bid and asked prices of such stock, in the principal market for such stock as of a date within 60 days prior to the date of filing. [See the definition of "affiliate" in Securities Act Rule 405 (§ 230.405 of this chapter).]

(5) If the registrant is a successor registrant, it shall be deemed to have met conditions 1, 2, 3 and 4 above if: (i) Its predecessor and it, taken together, do so, provided that the succession was primarily for the purpose of changing the state or other jurisdiction of incorporation of the predecessor or forming a holding company and that the asset and liabilities of the successor at were substa of the pred sors met t succession tinued to (6) M gistr

time of succession the same as those or (ii) all predece tions at the time registrant ha ce the succes oned subsid ajority-ow

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ary, security offerings may be registered on this form if:

(i) The registrant-subsidiary itself meets the Registrant Requirements and the applicable Transaction Requirement;

(ii) The parent of the registrant-subsidiary meets the Registrant Requirements and the conditions of Transaction Requirement (b)(2) (Primary Offerings of Certain Debt Securities) are met; or

(iii) The parent of the registrantsubsidiary meets the Registrant Requirements and the applicable Transaction Requirement and fully guaran= tees the securities being registered as to principal and interest.

NOTE: In the situations described in (i), (ii), and (iii) above, the parent-guarantor is the issuer of a separate security consisting of the guarantee which must be concurrently registered but may be registered on the same registration statement as are the guaranteed securities. Both the parent-guarantor and the subsidiary shall each disclose the information required by this Form as if each were the only registrant except that if the subsidiary will not be eligible to file annual reports on Form 20-F after the effective date of the registration statement, then it shall disclose the information specified in Form S-3 (§ 239.13 of this chapter). Rule 3-10 of Regulation S-X (§ 210.3-10 of this chapter) specifies the financial statements required.

(b) Transaction requirements. Security offerings meeting any of the following conditions and made by registrants meeting the Registrant Requirements above may be registered on this Form:

(1) Primary offerings by certain registrants. Securities to be offered for cash by or on behalf of registrant, if the financial statements in the registrant's latest filing on Form 20-F comply with Item 18 thereof.

(2) Offerings of certain debt securities. Non-convertible debt securities to be offered for cash if such debt securities are "investment grade debt securiti "s defined below. A non-convertisecurity is an "investment securi if, at the time of

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(§ 240.15c3-1(c)(2)(vi)(F) of this chapter) has rated the security in one of its generic rating categories that signifies investment grade; typically, the four highest rating categories (within which there may be subcategories or gradations indicating relative standing) signify investment grade.

(3) Transactions involving secondary offerings. Outstanding securities to be offered for the account of any person other than the issuer, including securities acquired by standby underwriters in connection with the call or redemption by the issuer of warrants or a class of convertible securities. In addition, Form F-3 may be used by affiliates to register securities for resale pursuant to the conditions specified in General Instruction C to Form S-8 (§ 239.16b of this chapter) if the financial statements in the registrant's latest filing on Form 20-F comply with Item 18 thereof.

(4) Rights offerings, dividend or interest reinvestment plans, and conversions or warrants. Securities to be offered: (i) Upon the exercise of outstanding rights granted by the issuer of the securities to be offered, if such rights are granted pro rata to all existing security holders of the class of securities to which the rights attach; or (ii) pursuant to a dividend or interest reinvestment plan; or (iii) upon the conversion of outstanding convertible securities or upon the exercise of outstanding transferable warrants issued by the issuer of the securities to be offered, or by an affiliate of such issuer. The registration of securities to be offered or sold in a standby underwriting in the United States or similar arrangement is not permitted pursuant to this paragraph. See paragraphs (b) (1), (2), and (3) of this section.

(Secs. 6, 7, 8, 10, 19(a), 48 Stat. 78, 79, 81, 85; secs. 205, 209, 48 Stat. 906, 908; sec. 301, 54 Stat. 857; sec. 8, 68 Stat. 685; sec. 1, 79 Stat. 1051; sec. 308(a)(2), 90 Stat. 57; secs. 12, 13, 15(d), 23(a), 48 Stat. 892, 894, 895, 901; secs. 1, 3, 8, 49 Stat. 1375, 1377, 1379; sec. 203(a), 49 Stat. 704; sec. 202, 68 Stat. 686; secs. 3, 4, 6, 78 Stat. 565-568, 569, 570-574; secs. 1, 2, 82 Stat. 454; sec. 28(c), 84 Stat. 1435; secs. 1, 2, 84 Stat. 1497; sec. 105(b), 88 Stat. 1503; secs. 8, 9, 10, 18, 89 Stat. 117, 118, 119, 155; sec. 308(b), 90 Stat. 57; secs. 202, 203, 204, 91 Stat. 1494, 1498, 1499, 1500; secs. 8 30, 31(c), 38(a), 54 Stat. 803, 836, 838, 841; 74 Stat.

4 Stat. 1415; 15 U.S.C. 77f, 77g, 77h, 7s(a), 781, 78m, 780(d), 78w(a), 80a-8, 9, 80a-30(c), 80a-37(a))

R 54776, Dec. 6, 1982]

9.34-239.35 [Reserved]

36 Form F-6, for registration under he Securities Act of 1933 of depositary hares evidenced by American Deposiary Receipts.

rm F-6 may be used for the regison under the Securities Act of (the "Securities Act") of Deposishares evidenced by American Deary Receipts ("ADRs") issued by bositary against the deposit of the rities of a foreign issuer (regardof the physical location of the cerates) if the following conditions net:

The holder of the ADRs is entito withdraw the deposited securiat any time subject only to (1) porary delays caused by closing sfer books of the depositary or the er of the deposited securities or deposit of shares in connection voting at a shareholders' meetor the payment of dividends, (2) bayment of fees, taxes, and similar ges, and (3) compliance with any or governmental regulations reg to ADRs or to the withdrawal of sited securities;

The deposited securities are ofd or sold in transactions registered er the Securities Act or in transacs that would be exempt therefrom ade in the United States; and

As of the filing date of this regision statement, the issuer of the deted securities is reporting pursuto the periodic reporting requirets of section 13(a) or 15(d) of the urities Exchange Act of 1934 or the osited securities are exempt theren by Rule 12g3-2(b) (§ 240.12g3of this chapter) unless the issuer he deposited securities concurrentles a registration statement on aner form for the deposited securi

s. 6, 7, 8, 10, 19(a), 48 Stat. 78, 79, 81, 85; 205, 209, 48 Stat. 906, 908; sec. 301, 54 . 857; sec. 8, 68 Stat. 685; sec. 1, 79 Stat. ; sec. 308(a)(2), 90 Stat. 57; secs. 12, 13, ), 23(a), 48 Stat. 892, 894, 895, 901; secs. 8, 49 Stat. 1375, 1377, 1379; sec. 203(a), Stat. 704; sec. 202, 68 Stat. 686; secs. 3, 4,

6, 78 Stat. 565-568, 569, 570-574; secs. 1, 2, 82 Stat. 454; sec. 28(c), 84 Stat. 1435; secs. 1, 2, 84 Stat. 1497; sec. 105(b), 88 Stat. 1503; secs. 8, 9, 10, 18, 89 Stat. 117, 118, 119, 155; sec. 308(b), 90 Stat. 57; secs. 202, 203, 204, 91 Stat. 1494, 1498, 1499, 1500; 15 U.S.C. 77f, 77g, 77h, 77j, 77s(a), 781, 78m, 780(d), 78w(a))

[48 FR 12348, Mar. 24, 1983]

§§ 239.37-239.60 [Reserved]

§ 239.61 Form SR, report of sales of securities and use of proceeds therefrom. This form shall be used for filing a report of sales of securities in use of proceeds pursuant to § 230.463 of this chapter.

[46 FR 48142, Oct. 1, 1981]

§ 239.62 Form ET, transmittal form for electronic format documents under the EDGAR pilot.

This Form shall accompany each electronic filing under the EDGAR pilot project when the reporting medium is either diskette or magnetic tape.

(Secs. 6, 7, 8, 10, 19(a), 48 Stat. 78, 79, 81, 85; secs. 205, 209, 48 Stat. 906, 908; sec. 301, 54 Stat. 857; sec. 8, 68 Stat. 685; sec. 308(a)(2), 90 Stat. 57; secs. 3(b), 12, 13, 14, 15(d), 23(a), 48 Stat. 882, 892, 894, 895, 901; secs. 203(a), 1, 3, 8, 49 Stat. 704, 1375, 1377, 1379; sec. 202, 68 Stat. 686; secs. 4, 5, 6(d), 78 Stat. 569, 570-574; secs. 1, 2, 3, 82 Stat. 454, 455; secs. 28(c), 1, 2, 3, 4, 5, 84 Stat. 1435, 1497; sec. 105(b), 88 Stat. 1503; secs. 8, 9, 10, 89 Stat. 117, 118, 119; sec. 308(b), 90 Stat. 57; sec. 18, 89 Stat. 155; secs. 202, 203, 204, 91 Stat. 1494, 1498-1500; sec. 20(a), 49 Stat. 833; sec. 319, 53 Stat. 1173; sec. 38, 54 Stat. 841; 15 U.S.C. 77f, 77g, 77h, 77j, 77s(a), 78c(b), 781, 78m, 78n, 780(d), 78w(a), 79t(a), 77sss(a), 80a-37)

[49 FR 28049, July 10, 1984]

§ 239.63 Form ID, uniform application for identification numbers and passwords under the EDGAR pilot.

(a) Form ID is to be used by persons participating in the EDGAR Pilot for the purpose of requesting assignment of:

(1) Company Identification Number (CIK)-used internally by the Commission to uniquely identify each registrant;

(2) Company Password-a unique command assigned to a registrant

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which is essential to obtain access to the electronic filing system for the purpose of inputting data on behalf of that registrant;

(3) Personal Identification Number (PIN)-a series of symbols, which serves as a signature, to be assigned upon request to each individual who may sign documents filed with the Commission.

(b)(1) CIK and Passwords may be requested only by the registrant or by a duly authorized person (e.g., officer, director or trustee) on its behalf.

(2) PIN may be requested only by the person to whom the number is to be assigned.

(Secs. 6, 7, 8, 10, 19(a), 48 Stat. 78, 79, 81, 85; secs. 205, 209, 48 Stat. 906, 908; sec. 301, 54 Stat. 857; sec. 8, 68 Stat. 685; sec. 308(a)(2), 90 Stat. 57; secs. 3(b), 12, 13, 14, 15(d), 23(a), 48 Stat. 882, 892, 894, 895, 901; secs. 203(a), 1, 3, 8, 49 Stat. 704, 1375, 1377, 1379; sec. 202, 68 Stat. 686; secs. 4, 5, 6(d), 78 Stat. 569, 570-574; sècs. 1, 2, 3, 82 Stat. 454, 455; secs. 28(c), 1, 2, 3, 4, 5, 84 Stat. 1435, 1497; sec. 105(b), 88 Stat. 1503; secs. 8, 9, 10, 89 Stat. 117, 118, 119; sec. 308(b), 90 Stat. 57; sec. 18, 89 Stat. 155; secs. 202, 203, 204, 91 Stat. 1494, 1498-1500; sec. 20(a), 49 Stat. 833; sec. 319, 53 Stat. 1173; sec. 38, 54 Stat. 841; 15 U.S.C. 77f, 77g, 77h, 77j, 77s(a), 78c(b), 781, 78m, 78n, 780(d), 78w(a), 79t(a), 77sss(a), 80a-37)

[49 FR 28049, July 10, 1984]

§ 239.64 Form SE, for exhibits of registrants filing under the EDGAR pilot. This form shall be used for the filing of any exhibits(s) by persons filing registration statements or reports pursuant to the Securities Act of 1933, the Securities Exchange Act of 1934 or the Trust Indenture Act of 1939 provided such registrant:

(a) Is filing in an electronic format under the EDGAR Pilot project; and (b) Determines that it is impracticable,

in its judgment, to file such exhibit(s) in an electronic format.

(Secs. 6, 7, 8, 10, 19(a), 48 Stat. 78, 79, 81, 85; secs. 205, 209, 48 Stat. 906, 908; sec. 301, 54 Stat. 857; sec. 8, 68 Stat. 685; sec. 308(a)(2), 90 Stat. 57; secs. 3(b), 12, 13, 14, 15(d), 23(a), 48 Stat. 882, 892, 894, 895, 901; secs. 203(a), 1, 3, 8, 49 Stat. 704, 1375, 1377, 1379; sec. 202, 68 Stat. 686; secs. 4, 5, 6(d), 78 Stat. 569, 570-574; secs. 1, 2, 3, 82 Stat. 454, 455; secs. 28(c), 1, 2, 3, 4, 5, 84 Stat. 1435, 1497; sec. 105(b), 88 Stat. 1503; secs. 8, 9, 10, 89 Stat. 117, 118, 119; sec. 308(b), 90 Stat. 57; sec. 18,

89 Stat. 155; secs. 202, 203, 204, 91 Stat. 1494, 1498-1500; sec. 20(a), 49 Stat. 833; sec. 319, 53 Stat. 1173; sec. 38, 54 Stat. 841; 15 U.S.C. 77f, 77g, 77h, 77j, 77s(a), 78c(b), 781, 78m, 78n, 780(d), 78w(a), 79t(a), 77sss(a), 80a-37)

[49 FR 28050, July 10, 1984]

Subpart B-Forms Pertaining to Exemptions

§ 239.90 Form 1-A, offering statement under Regulation A.

This form shall be used for filing of a notification under § 230.255 of Regulation A (§§ 230.251-230.264 of this chapter).

[46 FR 41770, Aug. 18, 1981]

EDITORIAL NOTE: Form 1-A revised at 47 FR 39992, Sept. 10, 1982.

§ 239.91 Form 2-A, report pursuant to Rule 260 of Regulation A.

This form shall be used for report of sales pursuant to Rule 260 of Regulation A (§ 230.260 of this chapter).

§ 239.92 Form 3-A, irrevocable appointment by an individual of agent for service of process, pleadings, and other papers pursuant to Rule 262 of Regulation A.

This form shall be used for irrevocable appointment by an individual of an agent for service of process, pleadings, and other papers, pursuant to Rule 262 of Regulation A (§ 230.262 of this chapter).

§ 239.93 Form 4-A, irrevocable appointment by a corporation (or association or other form of organization) of agent for service of process, pleadings, and other papers, pursuant to Rule 262 of Regulation A.

This form shall be used for irrevocable appointment by a corporation (or an association or other form of organization) of an agent for service of process, pleadings, and other papers, pursuant to Rule 262 of Regulation A (§ 230.262 of this chapter).

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