17 CFR 230.135 : Notice of proposed registered offerings.

(a)When notice is not an offer. For purposes of section 5 of the ( 15 U.S.C. 77e) only, an or a (and any person on behalf of either of them) that publishes through any medium a notice of a proposed offering to be registered under the 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

(2)Limited notice content. The notice otherwise includes no more than the following information:

(i) The name of the ;

(ii) The title, and basic terms of the securities offered;

(iii) The of the offering, if any, to be made by selling holders;

(iv) The anticipated timing of the offering;

(v) A brief statement of the manner and the purpose of the offering, without naming the underwriters;

(vi) Whether the is directing its offering to only a particular class of purchasers;

(vii) Any statements or legends required by the laws of any or foreign country or administrative authority; and

(viii) In the following offerings, the notice may contain additional information, as follows:

(A)Rights offering. In a to existing holders:

(1) The class of 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 .

(B)Offering to employees. In an offering to of the or an company:

(1) The name of the employer;

(2) The class of being offered the securities;

(3) The ; and

(4) The duration of the offering period.

(C)Exchange offer. In an exchange offer:

(1) The basic terms of the ;

(2) The name of the subject company;

(3) The subject class of securities sought in the .

(D)Rule 145(a) offering. In a § 230.145(a) offering:

(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 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.