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 (2) Limited notice content. The notice otherwise includes no more than the following information: (i) The name of the issuer; (ii) The title, amount and basic terms of the securities offered; (iii) The amount of the offering, if any, to be made by selling security 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 issuer is directing its offering to only a particular class of purchasers; (vii) Any statements or legends required by the laws of any state 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 rights offering to existing security holders: ( 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. (B) Offering to employees. In an offering to employees of the issuer or an affiliated company: ( 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. (C) Exchange offer. In an exchange offer: ( 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. (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 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. Note to § 230.135: Communications under this section relating to business combination transactions must be filed as required by § 230.425(b). [64 FR 61449, Nov. 10, 1999]