report for each fiscal year after the last full fiscal year for which certified financial statements were contained in its registration statement at the time such statement became effective. The report shall be filed within 120 days after the close of the fiscal year or within such other periods as may be specified in the appropriate annual report form. § 240.15d-2. Special Financial Report.

(a) If the registration statement of any issuer subject to § 240.15d-1 contained uncertified financial statements for the most recent full fiscal year for which financial statements were included therein, the registrant shall, within 120 days after the effective date of the registration statement, file a special report furnishing certified financial statements for such most recent fiscal year meeting the requirements of the form appropriate for annual reports of the registrant.

(b) The report shall be filed under cover of the facing sheet of the form appropriate for annual reports of the registrant, shall indicate on the facing sheet that it contains only financial statements for the fiscal year in question, and shall be signed in accordance with the requirements of the annual report form.

§ 240.15d-3. Reports in Case of New Registration.

(a) Notwithstanding the provisions of § 240.15d-1, any registrant which has filed a registration statement under the Securities Act of 1933, within the period prescribed for filing an annual report pursuant to § 240.15d-1, may incorporate the registration statement by reference in its annual report in lieu of furnishing the information and documents otherwise called for by the appropriate annual report form, if the registration statement

(1) has become effective and is not subject to any proceeding under section 8 (d) of the Securities Act of 1933, or to an order entered thereunder; and

(2) covers the fiscal period that would be covered by a report on the appropriate annual report form and contains all of the information, including financial statements and exhibits, required by the appropriate annual report form.

(b) Any registrant which would be entitled to file an annual report in accordance with this sec

tion except for the fact that the registration ment does not contain financial statements the requirements of the appropriate annual form, may nevertheless avail itself of the sions of this section if financial statements the requirements of the appropriate annual form are otherwise filed as a part of the repr

§ 240.15d-4. Incorporation of Information tained in a Prospectus.

Any registrant which has filed with the mission pursuant to Rule 424 under the Ser Act of 1933 copies of a prospectus meeting quirements of section 10 of that Act afte effective date of the registration statement incorporate in its annual report purs § 240.15d-1 any information, including i statements, contained in the prospectus, pr. a copy of the prospectus is filed as an ex the annual report.

ARTICLE 2. OTHER REPORTS § 240.15d-10. Interim Reports.

(a) Every issuer which changes its fiscal date after the last fiscal year for which financial statements were filed in its regist statement shall file a report covering the re interim period not more than 120 days af close of the interim period or after the da determination to change the fiscal clos whichever is later.

(b) A report pursuant to this section filed on the form appropriate for annual of the issuer and shall clearly indicate the covered. If the report covers an interim pr less than 6 months, the financial stateme therewith need not be certified but, if the certified, the issuer shall file with its rex> report certified financial statements cor interim period.

(c) Notwithstanding the foregoing, s report need not be filed for any period of 3 months if the annual report of the s either its preceding or succeeding is covers the interim period as well as the S In such case balance sheets need be fum's as of the close of the entire period bet financial statements, including bake schedules, shall be filed separately for fiscal year and the interim period.

0.15d-11. Current Reports on Form 8-K. a) Except as provided in paragraph (b), every istrant subject to § 240.15d-1 shall file a curreport on Form 8-K within ten days after the e of any month during which any of the events cified in that form occurs, unless substantially same information as that required by Form has been previously reported by the

strant.

5) This section shall not apply to foreign govnents or political subdivisions thereof; forà private issuers other than Canadian, Cuban, xican or Philippine issuers; issuers of Amercertificates against foreign issues; or to inment companies required to file quarterly res pursuant to § 240.15d-12.

0.15d-12. Quarterly Reports of Investment Companies.

very investment company registered under Investment Company Act of 1940 which is ect to § 240.15d-1 and for which a quarterly a is prescribed shall file a quarterly report, he appropriate form prescribed therefor, for . fiscal quarter for which it is required to file arterly report pursuant to section 30 (b) (1) ne Investment Company Act of 1940.

).15d-13. Semi-Annual Reports on Form 9-K.

:) Every issuer which, by reason of an underng contained in a registration statement under Securities Act of 1933, is required to file anreports on Form 10-K or Form U5S shall a semi-annual report on Form 9-K for the half of each fiscal year ending after the close he latest fiscal year for which financial states of such issuer were filed in a registration ment under the Securities Act of 1933, pro1, however, That no such report need be filed ɩny semi-annual period ending prior to June 955.

) Such reports on Form 9-K shall be filed more than 45 days after the end of the sixch period for which they are filed. However, eport for any period ending prior to the efve date of the registration statement, unless ssuer was subject to this section prior to such may be filed not more than 45 days after the tive date of the registration statement.

(c) Notwithstanding paragraph (a) of this section, semi-annual reports on Form 9-K shall not be required to be filed by the following types of issuers:

(1) banks and bank holding companies; (2) investment companies;

(3) insurance companies, other than title insurance;

(4) public utilities and common carriers which file financial reports with the Federal Power Commission, Federal Communications Commission or the Interstate Commerce Commission;

(5) companies engaged in the seasonal production and seasonal sale of a single-crop agricultural commodity;

(6) companies in the promotional or development stage to which paragraph (b) or (c) of § 240.5a-01 of this chapter (Rule 5A-01 of Article 5A of Regulation S-X) is applicable;

(7) foreign issuers other than private issuers domiciled in a North American country or Cuba.

(d) Notwithstanding the foregoing paragraphs of this section, reports pursuant to this section on Form 9-K shall not be deemed to be "filed" for the purpose of section 18 of the Act or otherwise subject to the liabilities of that section, but shall be subject to all other provisions of the Act.

§ 240.15d-14. Reports by Canadian Banks.

(a) Any bank existing under the laws of the Dominion of Canada and subject to the Bank Act of Canada may file as its annual report pursuant to § 240.15d-1 the information and documents which such bank is required by section 53 of such Act or any section superseding such section, to furnish to its stockholders. Such information and documents, if not in the English language, shall be accompanied by an English translation, shall be filed under cover of the facing sheet of Form 10-K, and shall be accompanied by the signatures required by that form. Such annual report shall be filed with the Commission not later than the expiration of the period specified in the Act within which such information and documents are required to be sent to stockholders.

(b) Any such bank filing annual reports pursuant to this section need not file current reports pursuant to § 240.15d-11 or quarterly reports pursuant to § 240.15d-13.

REGISTRATION OF NATIONAL AND AFFILIATED SECURITIES ASSOCIATIONS

§ 240.15aa-1. Registration of a National or an Affiliated Securities Association.

Any application for registration of an association as a national, or as an affiliated securities association shall be made in triplicate on Form X-15AA-1 accompanied by three copies of the exhibits prescribed by the Commission to be filed in connection therewith.

§ 240.15ab-1. Relief From Statutory Disqualification.

(a) A broker or dealer desiring to apply for an order of the Commission approving or directing his admission to or continuance in membership in a national securities association, notwithstanding a disqualification under section 15A (b) (4) of the Act or under any effective rule of any such association adopted under such section or under section 15A (b) (3) of the Act, should first submit the matter to such association for a determination whether the association desires to admit or continue such broker or dealer in membership. If the association desires to admit or continue such broker or dealer in membership, it may file an application with the Commission on behalf of the broker or dealer, or the broker or dealer may file an application on his own behalf. If the association refuses to file such an application, the broker or dealer may file an application with the Commission for an order directing the association to admit or continue him in membership.

(b) An application for approval or direction shall set forth the facts with respect to the disqualification, the action of the association on the question of admission to or continuance in membership, and any other matters that the applicant deems relevant. If the application contains assertions of material facts that are not a matter of record before the association or elsewhere, it shall be sworn to or supported by affidavits. The application may be accompanied by a brief.

(c) Copies of the application and other papers filed by either party will be served by the Secretary on the other party, except that such service will be considered unnecessary where the papers are filed by the association on behalf of the broker or dealer. Within 20 days after the service of an

application on it, the association may file ment of its position and such other material deems appropriate. The applicant may re to this material within 10 days.

(d) Where it deems it appropriate to di the Commission may grant or deny an applis on the basis of the papers filed by the pa without oral hearing. Any objection to suc cedure or request for oral hearing or arg should be submitted promptly and, if the ( mission invites public comment on the appli within such time as may be specified in the inviting such comment.

(e) The Rules of Practice shall apply w ceedings under this rule to the extent that the not inconsistent with this rule. Attention b rected particularly to §§ 201.13 and 201.15 d chapter, Rules XIII and XV of the Rules of tice, relating to form of papers and numb copies to be filed.

§ 240.15ag-1. Application Pursuant to Se 15A (g) of the Act for Review of Disc nary Action or Denial of Membershi Registered Securities Association.

(a) Proceedings on an application unders tion 15A (g) of the Act to review discipl action taken by a registered securities associ or the action of such an association in de admission to any broker or dealer seeking men ship therein shall be governed by this sectic the action complained of was based on they visions of section 15A (b) (4) of the Ac any effective section of such association ad under such section or under section 15A (b) of the Act, application for relief should ordi be filed under § 240.15ab-1 and not under section, and any such application filed under: section will be dismissed summarily unles plainly alleges, with supporting detail, thi specific grounds on which the association's & was based did not exist in fact or were not under section 15A (b) (4) of the Act or any effective rule of the association adopted. such section or under section 15A (b) (3) ef") Act.

(b) An application pursuant to section (g) of the Act for review of action taket registered securities association shall be filed the Commission in triplicate within sisty

such action has been taken. The Secrewill serve a copy of the application on the iation, which shall promptly certify and file the Commission the original, or one copy, ne record upon which the order complained as entered, together with three copies of an to such record. The Secretary will serve index and any papers subsequently filed as ided in § 201.14 of this chapter.

O The applicant may file a brief within 30 after filing his application. The association file its brief within 20 days after service of applicant's brief on it. The applicant may

reply brief within 10 days after service of ssociation's brief. Following the filing of the is, the application will be set down for oral ment before the Commission, unless oral arguis waived by the parties.

) On its own motion, the Commission may et that the record under review be suppleced with such additional evidence as it may a relevant. However the association and perwho may be aggrieved by its action shall be ged to adduce all evidence that they deem relein the proceedings before the association, and uch person shall be entitled to adduce addil evidence on review before the Commission ss he shows to the satisfaction of the Comion that such additional evidence is material that there were reasonable grounds for his re to adduce such evidence in the hearings re the association. Any request for leave to ce additional evidence shall be filed promptly s not to delay the disposition of the proing.

) The Rules of Practice shall apply to review eedings under section 15A (g) and (h) of the to the extent that they are not inconsistent this rule. Attention is directed particularly 201.13 and 201.15 of this chapter, relating to n of papers and number of copies to be filed. 0.15aj-1. Amendments and Supplements to Registration Statements of Securities Associations.

very association applying for registration or stered as a national securities association or as affiliated securities association shall keep its stration statement up to date in the manner cribed below:

(a) Amendments. Promptly after the discovery of any inaccuracy in the registration statement or in any amendment or supplement thereto the association shall file with the Commission an amendment correcting such inaccuracy.

(b) Current supplements. Promptly after any change which renders no longer accurate any information contained or incorporated in the registration statement or in any amendment or supplement thereto the association shall file with the Commission a current supplement setting forth such change, except that—

(1) Supplements setting forth changes in the information called for in exhibit C need not be filed until 10 days after the calendar month in which the changes occur, and

(2) No current supplements need be filed with respect to changes in the information called for in exhibit B.

(3) If changes in the information called for in items (1) and (2) of exhibit C are reported in any record which is published at least once a month by the association and promptly filed in triplicate with the Commission, no current supplement need be filed with respect thereto.

(c) Annual supplements.-(1) Promptly after March 1 of each year, the association shall file with the Commission an annual consolidated supplement as of such date on Form X-15AJ-2.

(2) Promptly after the close of each fiscal year of the association, it shall file with the Commission a supplement setting forth its balance sheet as of the close of such year and its income and expense statement for such year.

(d) Each amendment or supplement shall be filed in triplicate, at least one of which must be signed and attested, in the same manner as required in the case of the original registration statement, and must conform to the requirements of § 240.0-2 and Form X-15AJ-1, except that the annual consolidated supplement shall be filed on Form X-15AJ-2. All amendments and supplements shall be dated and numbered in order of filing. One amendment or supplement may include any number of changes. In addition to the formal filing of amendments and supplements above described, each association shall send to the Commission three copies of any notices, reports, circulars, loose-leaf insertions, riders, new additions, lists, or other records of changes covered by

amendments or supplements when, as, and if such records are made available to members of the association.

§ 240.15a12-1. Proceeding under section 15A (1) (2) of the Act.

To the extent that a proceeding under section 15A (1) (2) of the Act involves the conduct of any person other than a member of a national securities association, it shall be governed by the provisions of § 240.15b-9.

REPORTS OF DIRECTORS, OFFICERS, AND PRINCIPAL STOCKHOLDERS

§ 240.16a-1. Reports under Section 16 (a).

(a) None of the reports provided for in section 16 (a) need be made except as provided in this rule.

(b) Rule for the use of Form 4.-Every person who at any time during any month has been directly or indirectly the beneficial owner of more than 10 percent of any class of any equity security (other than an exempted security) which is listed on a national securities exchange, or a director or an officer of the issuer of such security, shall, if there has been any change during such month in this ownership of any equity security of such issuer, whether registered or not, file with each exchange on which any equity security of the issuer is listed and registered a statement on Form 4 (and a single duplicate original thereof with the Commission) indicating his ownership at the close of the calendar month and such changes in his ownership as have occurred during such calendar month. Such statements must be received by the Commission and the exchange on or before the tenth day of the month following that which they

cover.

(c) Rule for the use of Form 5.-In the case of an equity security (other than an exempted security) which is listed subsequent to February 15, 1935, on a national securities exchange, every person who at the time such registration becomes effective is directly or indirectly the beneficial owner of more than 10 percent of any class of such security or a director or an officer of the issuer of such security, shall file with each exchange on which any equity security of the issuer is listed and registered a statement on Form 5 (and a

single duplicate original thereof with the mission) of the amount of all equity securite such issuer, whether registered or not, so b ficially owned by him at the time such regist became effective. Such statement must be re by the Commission and the exchange on or the tenth day of the following calendar m If such person files a statement pursuant to graph (b) of this rule for the same calendar in respect of the same securities, he need not additional statement pursuant to this parag

(d) Rule for the use of Form 6.-Every son who becomes directly or indirectly the b ficial owner of more than 10 percent of any de any equity security (other than an exemp curity), which is listed on a national sect exchange, or becomes a director or an of the issuer of such security, shall file with exchange on which any equity security of the is listed and registered a statement on Form a single duplicate orginal thereof with the C mission) of the amount of all equity securite such issuer, whether registered or not, so ficially owned by him immediately after be such beneficial owner, director, or officer. statement must be received by the Commiss the exchange on or before the tenth day folk the day on which such person became such ficial owner, director, or officer. Such perse not file the statement required by this parag if prior to such tenth day and during the ca month in which he has become such ben owner, director, or officer, there has been a c in his beneficial ownership which will require to file a statement pursuant to paragraph this rule with respect to the same securitie

(e) With respect to any officer, dire beneficial owner of more than 10 percent class of registered equity security, who resident within any of the 48 states of the [ States or the District of Columbia, or is phys absent therefrom at the time when repor required, reports shall, for the purpose other provisions of this section, be conside have been properly made when they are pla the mails.

(f) Notwithstanding the provisions of t ceding paragraphs of this section, any issuer has equity securities listed on more than tional securities exchange may designate o