230.135—Notice of proposed registered offerings.
(a) When notice is not an offer.
For purposes of section 5 of the Act (15 U.S.C. 77e) only, an issuer or a selling security holder (and any person acting on behalf of either of them) that publishes through any medium a notice of a proposed offering to be registered under the Act will not be deemed to offer its securities for sale through that notice if:
(1) Legend.
The notice includes a statement to the effect that it does not constitute an offer of any securities for sale; and
(v)
A brief statement of the manner and the purpose of the offering, without naming the underwriters;
(vii)
Any statements or legends required by the laws of any state or foreign country or administrative authority; and
(1) The class of security holders eligible to subscribe;
(2) The subscription ratio and expected subscription price;
(3) The proposed record date;
(4) The anticipated issuance date of the rights; and
(5) The subscription period or expiration date of the rights offering.
(1) The name of the employer;
(2) The class of employees being offered the securities;
(3) The offering price; and
(4) The duration of the offering period.
(1) The basic terms of the exchange offer;
(2) The name of the subject company;
(3) The subject class of securities sought in the exchange offer.
(1) The name of the person whose assets are to be sold in exchange for the securities to be offered;
(2) The names of any other parties to the transaction;
(3) A brief description of the business of the parties to the transaction;
(4) The date, time and place of the meeting of security holders to vote on or consent to the transaction; and
(5) A brief description of the transaction and the basic terms of the transaction.
(b) Corrections of misstatements about the offering.
A person that publishes a notice in reliance on this section may issue a notice that contains no more information than is necessary to correct inaccuracies published about the proposed offering.