Definition of Acts Not Constituting a "Sale" or "Offer" as Used in Section 2.5 or 2.5a of the Act

Section 130 Section 130.210  Definition of Acts Not Constituting a "Sale" or "Offer" as Used in Section 2.5 or 2.5a of the Act a)         The transmitting, sending or giving to any person or publishing an identifying statement, circular or preliminary prospectus, notice, advertisement, letter or other communication shall not constitute an "offer" or "sale" as used in Section 2.5 or 2.5a of the Act, provided that the identifying statement, circular or preliminary prospectus, notice, advertisement, letter, or other communication is used in connection with a security which is the subject of a pending application for registration which is on file with the Securities Department of the Office of the Secretary of State under Section 5 of the Act and substantially complies with the provisions of subsection (b). b)         For the purpose of this Part, the terms: 1)         "identifying statement" and "circular" mean a written communication or advertisement or radio or television advertisement meeting the requirements of 17 CFR 230.134 (Rule 134) (May 31, 2011) under the Federal 1933 Act; and 2)         "preliminary prospectus" means a document which contains substantially the information required by the Act to be included in a prospectus meeting the requirements of Section 5 of the Act for the securities being registered, or contains substantially that information except for the omission of information with respect to the offering price, underwriting discounts or commissions, discounts or commissions to dealers, amounts of proceeds, conversion rates, call prices, or other matters dependent upon the offering price. c)         The outside front cover page of the preliminary prospectus shall bear, in red ink, the caption "Preliminary Prospectus", the date of its issuance, and: 1)         the following statement printed in type as large as that generally in the body of the prospectus: "An application for registration relating to these securities has been filed with the Secretary of State of Illinois, but has not yet become effective. Information contained herein is subject to completion or amendment.  These securities may not be sold nor may offers to buy be accepted prior to the time the application for registration becomes effective.  This prospectus shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities prior to registration under the Illinois Securities Law of 1953."; or 2)         When applicable, the statement required by Regulation S-K, Section 229.501 (Item 501) in effect on May 31, 2011 under the Federal 1933 Act (no subsequent amendments or editions). d)         This Section shall not apply when the application for registration is the subject of pending proceedings under Section 11 of the Act or of an order of suspension, denial or prohibition entered under such Section.