|
||||||
|
||||||
|
Rule 163: Exemption from Section 5(c) for Certain Communications by or behalf of Well-Known Seasoned Issuers
Rule 163 permits well known seasoned issuers, generally issuers owning 700 million dollars or more of outstanding voting and non-voting common equity among non-affiliates, more specifically defined in Rule 405, exemption from Section 5(c) prohibitions on offers to sell securities by unregistered issuers, if an issuer will be, or intends to be registered at time of offer and the following conditions are met: • The issuer provides a free writing prospectus and a prospectus pertaining to securities to be offered • The issuer satisfies the following conditions: o The issuer provides a legend with the following statement for all written offers: The issuer may file a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the company will arrange to send you the prospectus after filing if you request it by calling toll-free 1-8[xx-xxxxxxx]. o The legend provides an email address and website address where documents can be retrieved o Failure to provide a legend on a free writing prospectus will not result in a violation of 5(c) if a good faith effort was made to comply with legend requirements, a free writing prospectus is amended to provide legend, or a new free writing prospectus is transmitted to investors, in the same means, when the legend is available Every written communication made by an issuer in relation to an exemption must be provided to the SEC when filing a registration statement if one is filed. Exemptions will not be made available to business combination transaction communications subject to Rules 165 or 166, communications by investment companies registered under the Investment Company Act of 1940, or communications by a business development company registered under the same act. |
|
|||||
|
© 2009 GoingPublicInformation.com. All rights reserved. | ||||||