nge; or (ii) the Commission has granted an lication made pursuant to section 12 (f) of Act to continue or extend unlisted trading vileges to such security on a national securities hange; or (iii) written notice has been filed h the Commission by a national securities exnge to the effect that such security has been oroved for admission to dealing as a security expted from the operation of section 12 (a) of the t.

(b) Any issued or unissued warrant granted to › holders of a security admitted to dealing on a tional securities exchange shall be exempt from › operation of section 12 (a) of the Act to the tent necessary to render lawful the effecting of insactions therein on any national securities exange (i) on which beneficiary security is aditted to dealing or (ii) on which the subject curity is admitted to dealing or is in the process admission to dealing, subject to the following rms and conditions:

(1) Such warrant by its terms expires within O days after the issuance thereof;

(2) A registration statement under the Securies Act of 1933 is in effect as to such warrant and s to each subject security, or the applicable terms f any exemption from such registration have been et in respect to such warrant and each subject ecurity; and,

(3) Within 5 days after the exchange has taken fficial action to admit such warrant to dealing, it hall notify the Commission of such action.

(c) Notwithstanding paragraph (b) above, no xemption pursuant to this section shall be availble for transactions in any such warrant on any xchange on which the beneficiary security is aditted to dealing unless—

(1) each subject security is admitted to dealing r is in process of admission to dealing on a naional securities exchange, or,

(2) there is available from a registration statenent and periodic reports or other data filed by he issuer of the subject security, pursuant to any act administered by the Commission, information substantially equivalent to that available with respect to a security listed and registered on a national securities exchange.

(d) Notwithstanding the foregoing, an unIssued warrant shall not be exempt pursuant to this section unless

(1) Formal or official announcement has been made by the issuer specifying (i) the terms upon which such warrant and each subject security is to be issued, (ii) the date, if any, as of which the security holders entitled to receive such warrant will be determined, (iii) the approximate date of the issuance of such warrant, and (iv) the approximate date of the issuance of each subject security; and

(2) The members of the exchange are subject to sections which provide that the performance of the contract to purchase and sell an unissued warrant shall be conditioned upon the issuance of such warrant.

(e) The Commission may by order deny or revoke the exemption of a warrant under this section, if, after appropriate notice and opportunity for hearing to the issuer of such warrant and to the exchange or exchanges on which such warrant is admitted to dealing as an exempted security, it finds that

(1) Any of the terms or conditions of this section have not been met with respect to such exemption; or

(2) At any time during the period of such exemption transactions have been effected on any such exchange in such warrant which (i) create or induce a false, misleading or artificial appearance of activity, (ii) unduly or improperly influence the market price, or (ii) make a price which does not reflect the true state of the market;

or

(3) Any other facts exist which make such denial or revocation necessary or appropriate in the public interest or for the protection of investors.

(f) If it appears necessary or appropriate in the public interest or for the protection of investors, the Commission may summarily suspend the exemption of such warrant pending the determination by the Commission whether such exemption shall be denied or revoked.

(g) § 240.10b-1 shall be applicable to any warrant exempted by this section.

§ 240.12a-5. Temporary Exemption of Substituted or Additional Securities.

(a) (1) Subject to the conditions of subparagraph (a) (2) of this section, whenever the holders of a security admitted to trading on a na

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($by the weddditional amount of the original security shall be temporarily exempted from the operabom of section 12 (a) to the extent necessary to pender lawful transactions therein on a "whenjesme" basis on any national securities exchange on which the original security is lawfully admitted to trading.

(2) The exemptions provided by subparagraph Gay (1) shall be available only if the following conditions are met:

(A) registration statement is in effect under the Becurities Act of 1988 to the extent required as to the security which is the subject of such exemphion, or the terms of any applicable exemption from registration under such Act have been complied with, if required;

(1) any stor kholder approval necessary to the become of the see unity which is the subject of the emption, has been obtained; and

(C) all other necommry official action, other Hon the filing or recording of charter amendments or other documents with the appropriate state authorities, has been taken to authorize and assure The canes of the security which is the subject of hemption.

(4) The nxemption provided by this rule shall terminate on the earliest of the following dates: (1) When registration of the exempt security on the change becomes effective;

(9) When the exempt security is granted unlisted trading privileges on the exchange;

(1) The low of business on the tenth day after (A) withdrawal of an application for registration of the rempf aneurity on the exchange; (B) withdrawal by the exchange of its certification of

icon of the exact seeming for listing ngana: win of an appliati fr simmon of the exempt security to unlise. maing pavleges on the exhange; or (D) † sending to the enhange of notice of the entry an order by the Commission denying an appiz tion for admence of the exempt security to c Lated trading privileges on the exchange;

14 The close of business on the one hund and twenneth day after the date on which t exempt security was admitted by action of t exchange to trading thereon as a security a empted from the operation of section 12 a this section, unless prior thereto an applia for registration of the exempt security or f admission of the exempt security to unlisted thi ing privileges on the exchange has been filed.

(c) Notwithstanding paragraph (b), the Cœ mission, having due regard for the public inters and the protection of investors, may at any t extend the period of exemption of any security this section or may sooner terminate the exemptiz upon notice to the exchange and to the issueri the extension or termination thereof.

(d) The exchange shall file with the Commis sion a notification on Form 26 promptly after tai ing action to admit any security to trading und this section; provided, however, that no notific tion need be filed under this section concerning the admission or proposed admission to trading c additional amounts of a class of security admitte to trading on such exchange.

(e) §§ 240.7c2-1 and 240.10b-1 shall be appl cable to all securities exempted from the operati of section 12 (a) by this section.

REGULATION X-12B. APPLICATIONS AND REPORTS

ARTICLE 1. GENERAL

$240.12b-1. Scope of Regulation.

The sections contained in this regulation shall govern all applications for registrations pursuar: to section 12 of the Act and reports pursuant to sections 13 and 15 (d) of the Act, including al amendments to such applications and reports, er cept that any provision in a form covering the same subject matter as any such section shall be controlling.

40.12b-2. Definitions.

Unless the context otherwise requires, the folwing terms, when used in the rules contained in is regulation or in Regulation 240.13a or 240.15d in the forms for applications and reports purant to section 12, 13, or 15 (d) of the Act, shall ve the respective meanings indicated in this ction:

Affiliate. An "affiliate" of, or a person "affilied" with, a specified person, is a person that rectly, or indirectly through one or more termediaries, controls, or is controlled by, or is der common control with, the person specified. Amount. The term "amount," when used in gard to securities, means the principal amount relating to evidences of indebtedness, the numr of shares if relating to shares, and the number units if relating to any other kind of security. Associate. The term "associate" used to indite a relationship with any person, means (1) any rporation or organization (other than the regisant or a majority-owned subsidiary of the regisant) of which such person is an officer or partner is, directly or indirectly, the beneficial owner of ' percent or more of any class of equity securities, 2) any trust or other estate in which such person is a substantial beneficial interest or as to which ich person serves as trustee or in a similar fiduciy capacity, and (3) any relative or spouse of ach person, or any relative of such spouse, who as the same home as such person or who is a dictor or officer of the registrant or any of its arents or subsidiaries.

Certified. The term "certified," when used in gard to financial statements, means certified by n independent public or independent certified blic accountant or accountants.

Charter. The term "charter" includes articles incorporation, declarations of trust, articles of sociation or partnership, or any similar instruent, as amended, effecting (either with or witht filing with any governmental agency) the ganization or creation of an incorporated or incorporated person.

Control. The term "control" (including the rms "controlling," "controlled by" and "under mmon control with") means the possession, rectly or indirectly, of the power to direct or use the direction of the management and policies

of a person, whether through the ownership of voting securities, by contract, or otherwise.

Employee. The term "employee" does not include a director, trustee, or officer.

Fiscal Year. The term "fiscal year" means the annual accounting period or, if no closing date has been adopted, the calendar year ending on December 31.

Majority-owned subsidiary. The term "majority-owned subsidiary" means a subsidiary more than fifty percent of whose outstanding securities representing the right, other than as affected by events of default, to vote for the election of directors, is owned by the subsidiary's parent and/or one or more of the parent's other majority-owned subsidiaries.

Material. The term "material," when used to qualify a requirement for the furnishing of information as to any subject, limits the information required to those matters as to which an average prudent investor ought reasonably to be informed before buying or selling the security registered.

Parent. A "parent" of a specified person is an affiliate controlling such person directly, or indirectly through one or more intermediaries.

Predecessor. The term "predecessor" means a person the major portion of the business and assets of which another person acquired in a single succession or in a series of related successions in each of which the acquiring person acquired the major portion of the business and assets of the acquired person.

Previously filed or reported. The terms "previously filed" and "previously reported" mean previously filed with, or reported in, an application under section 12, a report under section 13 or 15 (d), a definitive proxy statement under section 14 of the Act, or a registration statement under the Securities Act of 1933; provided, that information contained in a report under section 15 (d) of the Act or in a registration statement under the Securities Act of 1933 shall be deemed to have been previously filed with, or reported to, an exchange only if such report or registration statement is filed with such exchange.

Principal underwriter. The term "principal underwriter" means an underwriter in privity of contract with the issuer of the securities as to which he is underwriter.

issuer of the rights to purchase any part of the securities remaining unsubscribed after the rights expire, (2) such dealer-manager purchases such rights for the purpose of supplying the rights, or the security which can be acquired with such rights, to soliciting dealers; provided, however, that such dealer-manager shall not purchase more rights than are necessary to acquire the securities or rights which he reasonably expects to be able to sell to soliciting dealers within five business days after the expiration of the rights, and (3) such dealer-manager purchases such rights in accordance with the conditions set out in subparagraphs (B), (C), (D), (E) and (F) of this subparagraph (d). As used herein, the term "soliciting dealer" shall mean a person entitled to receive, directly or indirectly, from an issuer of rights, compensation for obtaining exercises of such rights; and the term "dealer-manager" shall mean a person who manages a distribution involving soliciting dealers except that the issuer of such rights shall not be deemed to be a dealer-manager.

(e) Whenever any act done or omitted by any person subject to this section would involve a violation of such section only if some other person had previously done or omitted to do some other act, the act or omission of such first-mentioned person shall not involve a violation unless such first-mentioned person knew or had reason to know that such other person had previously done or omitted to do such other act.

(f) This section shall not prohibit any transaction or transactions if the Commission, upon written request or upon its own motion, exempts such transaction or transactions, either unconditionally or on specified terms and conditions, as not constituting a manipulative or deceptive device or contrivance comprehended within the purpose of this section.

EXEMPTION OF CERTAIN SECURITIES FROM SECTION 11 (d) (1)

§ 240.11d-1. Exemption of Certain Securities From Section 11 (d) (1).

A security shall be exempt from the provisions of section 11 (d) (1) with respect to any transaction by a broker and dealer who, directly or indirectly, extends or maintains or arranges for the

(d) The security is acquired by the custome through the exercise of a right evidenced by a warrant or certificate expiring within 90 days afte issuance, provided such right was originally issue: to the customer as a stockholder of the corporatio: · issuing the security upon which credit is to be er tended, or as a stockholder of a company dis tributing such security in order to effectuate the : provisions of section 11 of the Public Utiliti Holding Company Act of 1935. The right sha be deemed to be issued to the customer as a stock holder if he actually owned the stock giving ris to the right when such right accrued, even though such stock was not registered in his name; and determining such fact the broker and dealer ma rely upon a signed statement of the customer which the broker and dealer accepts in good faith; o

(e) Such broker and dealer would otherwise b subject to the prohibition of section 11 (d) (1) with respect to 50 percent or less of all the st curities of the same class which are outstanding or currently being distributed, and such broker and dealer sold the security to the customer or " bought the security for the customer's account on a day when he was not participating in the distribution of any new issue of such security. A broker-dealer shall be deemed to be participating in a distribution of a new issue if (1) he owns directly or indirectly, any undistributed security of such issue, or (2) he is engaged in any stabiliz ing activities to facilitate a distribution of such issue, or (3) he is a party to any syndicate agreement under which such stabilizing activities are being or may be undertaken, or (4) he is a partyto an executory agreement to purchase or distrib ute such issue.