Federal Register / Vol. 61, No. 116 / Friday, June 14, 1996 / Proposed Rules 30405

1 17 CFR 230.401.

2 17 CFR 230.424.

3 17 CFR 230.462.

4 17 CFR 230.463.

5 17 CFR 230.503.

6 15 U.S.C. 77a et seq.

7 17 CFR 230.507.

8 17 CFR 239.9.

9 17 CFR 239.10.

10 17 CFR 239.11.

11 17 CFR 239.13.

12 17 CFR 239.18.

13 17 CFR 239.25.

14 17 CFR 239.31.

15 17 CFR 239.33.

16 17 CFR 239.34.

17 17 CFR 239.500.

18 17 CFR 239.61.

19 17 CFR 249.208b.

20 15 U.S.C. 78a et seq.

21 17 CFR 240.12a–8.

22 17 CFR 240.12d1–2.

23 17 CFR 240.12g–3.

24 17 CFR 240.15d–5.

25 17 CFR 249.208a.

26 17 CFR 249.220f.

27 17 CFR 249.308a.

28 17 CFR 249.308b.

29 17 CFR 249.310.

30 17 CFR 249.310b.

31 17 CFR 230.497.

32 17 CFR 239.14 and 274.11a–1.

33 15 U.S.C. 80a–1 et seq.

34The Task Force Report is available for

inspection and copying in the Commission’s public

reference room. The Report also is posted on the

Commission’s Internet web site (http://

www.sec.gov). Persons interested in commenting

on the Report may do so by referring to File No.

S7–6–96 and, as noted above, submitting comments

in paper or electronically.

35See Release No. 33–7300 (May 31, 1996).

36 17 CFR 230.501 through 17 CFR 230.508.

37 15 U.S.C. 77d(6).

SECURITIES AND EXCHANGE

COMMISSION

17 CFR Parts 230, 239, 240, 249, and

274

[Release Nos. 33–7301 and 34–37263; S7–

15–96]

RIN 3235–AG80

Phase Two Recommendations of Task

Force on Disclosure Simplification

AGENCY: Securities and Exchange

Commission.

ACTION: Proposed rules.

SUMMARY: After considering certain of

the recommendations contained in the

Report of the Task Force on Disclosure

Simplification, the Commission now

proposes to eliminate two forms and

one rule that may no longer be

necessary or appropriate for the

protection of investors. The Commission

also proposes to add one rule, and to

amend nine rules and 17 forms in order

to eliminate unnecessary requirements

and to streamline the disclosure

process.

DATES: Comments should be submitted

on or before July 29, 1996.

ADDRESSES: All comments concerning

the rule proposals should be submitted

in triplicate to Jonathan G. Katz,

Secretary, U.S. Securities and Exchange

Commission, Mail Stop 6–9, 450 Fifth

Street NW., Washington, DC 20549.

Comments also may be submitted

electronically at the following E-mail

address: rule-comments@sec.gov. All

comment letters should refer to File

Number S7–15–96; this file number

should be included on the subject line

if E-mail is used. Comment letters will

be available for inspection and copying

in the public reference room at the same

address. Electronically submitted

comment letters will be posted on the

Commission’s Internet web site (http://

www.sec.gov).

FOR FURTHER INFORMATION CONTACT:

Felicia H. Kung, Division of Corporation

Finance, at (202) 942–2990.

SUPPLEMENTARY INFORMATION: After

considering certain of the

recommendations of the Task Force on

Disclosure Simplification, the

Commission today is proposing the

amendment of Rule 401,1 Rule 424,2

Rule 462,3 Rule 463 4 and Rule 503 5

under the Securities Act of 1933

(‘‘Securities Act’’).6 The Commission

also is proposing the elimination of Rule

507 7 under the Securities Act.

Amendments are being proposed to the

following Securities Act forms: Form

SB–1,8 Form SB–2,9 Form S–1,10 Form

S–3,11 Form S–11,12 Form S–4,13 Form

F–1,14 Form F–3,15 Form F–4 16 and

Form D.17 In addition, the Commission

proposes the elimination of Form SR18

under the Securities Act and Form 8–

B19 under the Securities Exchange Act

of 1934 (‘‘Exchange Act’’).20 The

Commission proposes to add Rule 12a–

8 21 under the Exchange Act. In

addition, amendments are being

proposed to the following Exchange Act

rules and forms: Rule 12d1–2,22 Rule

12g–3,23 Rule 15d–5,24 Form 8–A,25

Form 20–F,26 Form 10–Q,27 Form 10–

QSB,28 Form 10–K,29 and Form 10–

KSB.30 Amendments also are being

proposed to the following rule and form

applicable to investment companies:

Rule 497 under the Securities Act 31 and

Form N–2 32 under the Investment

Company Act of 1940.33

I. Background

On March 5, 1996, the Task Force on

Disclosure Simplification (‘‘Task

Force’’) presented its Report (‘‘Task

Force Report’’),34 which recommended

the elimination or modification of many

rules and forms, and proposed

suggestions for simplifying significant

aspects of securities offerings. In

conjunction with the publication of the

Task Force Report, the Commission

proposed for public comment the

elimination of 45 rules and four forms.

Most of these proposals are being

adopted today in a separate release.35

After further consideration of the Task

Force recommendations, the

Commission now is proposing for

public comment the further elimination

of two forms and one rule. The

Commission also is proposing to add

one rule, and to amend nine rules and

17 forms in order to simplify and

improve the disclosure process.

The Commission’s issuance of these

proposals does not reflect its views on

the merits of the remaining

recommendations in the Task Force

Report that it has not yet considered. As

it further considers other

recommendations made in the Task

Force Report, the Commission

anticipates making other proposals

aimed at streamlining the disclosure

process.

The Commission’s principal

proposals contained in this release are

as follows:

fl The Form D federal filing

requirement would be eliminated for the

Regulation D 36 and Section 4(6) 37

exemptions, although Form D itself

would be retained;

fl Form SR, the use of proceeds

report for initial public offerings, would

be eliminated, and the information

currently required by Form SR would be

required in Exchange Act periodic

reports;

fl Form 8–B, which pertains to the

registration of the securities of successor

issuers, would be eliminated;

fl The Securities Act registration

forms would be amended to permit

issuers to register concurrently a public

offering under the Securities Act and a

class of securities under the Exchange

Act by filing a single form that would

cover both registrations;

fl Form 8–A, the short-form

Exchange Act registration statement,

would be amended to provide automatic

effectiveness for all securities that are

registered on that Form, as currently is

the case for exchange-listed debt

securities; and

fl Post-effective amendments to

Securities Act registration statements

filed solely to add exhibits would

become effective automatically upon

filing.
30406 Federal Register / Vol. 61, No. 116 / Friday, June 14, 1996 / Proposed Rules

38See NASAA Rep. (CCH) ¶ 6201. The North

American Securities Administrators Association,

Inc. (‘‘NASAA’’) adopted the ULOE in 1983 to

provide a model blue sky exemption for certain

offers or sales of securities that are sold in

compliance with Rules 505 and 506 of Regulation

D under the Securities Act. The purposes of the

ULOE are two-fold: to create a state limited offering

exemption that is compatible with federal

exemptions and to create a uniform exemption that

could be adopted by the states.

39 In 1994, 7,494 filings on Form D were made.

From January through October 1995, 6,066 filings

were made.

40 17 CFR 230.147. See also 15 U.S.C. 77c(a)(11).

41 17 CFR 229.701.

42 17 CFR 228.701.

43The Commission has proposed to require

disclosure requiring unregistered sales on a

quarterly basis, including information about sales

pursuant to Regulation D. See Release No. 33–7189

(June 27, 1995) (60 FR 35656).

44 In 1994 and 1995, 2,103 and 1,635 such filings

were made, respectively.

II. Forms

A. Form D

The Commission currently requires

the filing of Form D by an issuer that

engages in an unregistered offering of its

securities in reliance on an exemption

under Regulation D or Section 4(6) of

the Securities Act. For each claimed

exempt offering, an issuer must file a

Form D with the Commission no later

than 15 days after the first sale of

securities. Form D requires the issuer to

disclose basic information concerning

the identity of the issuer and the

offering, including the exemption being

claimed and information regarding the

offering price, number of investors,

expenses, and use of proceeds. An

issuer also may use the Form to give

notice to state securities regulators of its

reliance on the Uniform Limited

Offering Exemption (‘‘ULOE’’) 38 for its

securities offering exemption in states

that have adopted ULOE and Form D.

The Commission proposes to amend

Form D to eliminate the federal

requirement that issuers file Form D

when relying on the Regulation D or

Section 4(6) exemptions.39 A Form D

typically provides only minimal

information about the issuer and the

offering. Moreover, the Commission

does not require an issuer to file a notice

when making offerings under certain

other exemptions from Securities Act

registration, such as an intrastate

offering under the Rule 147 safe

harbor.40 Certain information regarding

unregistered sales, similar to that

provided in Form D, is currently

required by Item 701 of Regulation S–

K,41 which applies to an issuer

registering an initial public offering or

other offering of securities on Form S–

1, as well as to a foreign private issuer

registering an offering of securities on

Form F–1. Small business issuers are

required to disclose similar information

pursuant to the requirements of Form

SB–1 and the requirements of Item 701

of Regulation S–B,42 which applies to

offerings registered on Form SB–2.43

Although the additional information

provided in Form D is of minimal

usefulness for federal purposes, the

Commission notes that many states

appear to find that Form useful. The

Commission recognizes that a single

federal form has obviated the need for

multiple state forms for the purposes of

ULOE. Thus, the Form has had the

effect of creating a uniform state

approach to ULOE notifications.

As a result, the Commission proposes

to retain Form D, but to eliminate the

Form D filing requirement for the

Regulation D and Section 4(6)

exemptions. The Commission proposes

to amend Rule 503, which sets forth the

notice filing requirement for issuers

claiming a Regulation D exemption, to

require issuers to prepare and retain the

Form D notice after the first sale of

securities. As proposed, Form D would

be required to be retained by the issuer

in its records for at least three years after

the first sale of securities made in

reliance on Regulation D, subject to

possible inspection by the

Commission’s staff. Since the

requirement to file Form D would be

rescinded, the Commission proposes to

eliminate Rule 507, which provides that

an issuer is ineligible to claim a

Regulation D exemption if it has

previously been subject to a court order

for failing to comply with the notice

requirement of Rule 503. The

Commission looks forward to working

with NASAA in reconciling differing

federal and state regulatory needs with

respect to Form D.

Comment is requested as to whether

Form D is useful to investors and

issuers. Should Form D be rescinded

altogether? Does Form D provide

information that would not otherwise be

available in other disclosure

documents? Should the Commission

require issuers to prepare and retain

Form D only if they are required to file

the Form for state securities law

purposes? Rather than require the

preparation of the Form at all, should

the Commission require issuers to have

available upon request by the

Commission or its staff the information

currently contained in Form D for a

three-year period? Would the

elimination of the Form D filing

requirement for Regulation D purposes

hinder the securities offering exemption

program in those states that have

adopted ULOE and Form D? Are there

any states that require a Form D in Rule

504 offerings and is it necessary to

maintain a Form D recordkeeping

requirement for offerings pursuant to

Rule 504? Should Form D be revised to

reflect its primary usefulness for state

regulatory purposes, and if so, how? Is

a recordkeeping requirement for Form D

reasonable, and if so, would a shorter

period, e.g., one year or two years, or

longer period, e.g., five years, be more

appropriate?

The Commission solicits comment on

whether Form D should be eliminated

for Regulation D purposes, but retained

for the purposes of Section 4(6). If Form

D is retained for Section 4(6) purposes,

should issuers be required only to

prepare and retain, rather than file, the

Form?

If the proposal to require quarterly

disclosure of unregistered sales is

adopted, would this adequately

substitute for the information provided

by Form D with respect to issuers

required to file reports with the

Commission? Would this create an

information gap with respect to nonreporting issuers? Should Form D be

eliminated only if the Commission

adopts this proposal?

B. Form SR

Rule 463 under the Securities Act

requires issuers to report on Form SR

the use of proceeds following an initial

public offering within ten days of the

first three months following the

effective date of the registration

statement, and every six months

thereafter, until the later of the

termination of the offering or the

application of all the offering

proceeds.44 The Commission proposes

to eliminate Form SR in favor of

requiring first-time issuers to report the

use of proceeds in their first periodic

Exchange Act report (quarterly report or

annual report, whichever is filed first)

after effectiveness, and thereafter in

their periodic Exchange Act reports

through the later of the application of

the proceeds or the termination of the

offering. Although this proposal would

increase the frequency with which

domestic issuers would report this

information, the consolidation of

disclosure requirements would facilitate

reporting by registrants by reducing the

number of forms they would be required

to file to satisfy their substantive

reporting obligations. Furthermore,

these important disclosures regarding

the use of proceeds and the progress of

the offering would appear within a
Federal Register / Vol. 61, No. 116 / Friday, June 14, 1996 / Proposed Rules 30407

45The proposed amendments to these forms

assume that the Commission’s rule proposal

pertaining to disclosure of Item 701 of Regulations

S–K and S–B information on a quarterly basis (see

n.43 above) is adopted before these proposed

amendments are adopted. As currently

contemplated, the use of proceeds information

would appear as a separate item in the periodic

report immediately following the Item 701

information. If the Item 701 rule proposal is not

adopted before the amendments proposed today,

corresponding changes would be made to the item

designations within the amended forms.

46 ‘‘Foreign private issuer’’ is defined in Exchange

Act Rule 3b–4(c) (17 CFR 240.3b–4(c)).

47 15 U.S.C. 78l. ‘‘Succession’’ is defined in

Exchange Act Rule 12b–2 (17 CFR 240.12b–2).

48Consistent with current practice, the successor

issuer would be required to file a Form 8–K with

respect to the transaction and subsequently comply

with all of the applicable provisions of the

Exchange Act. See Items 1 and 2 of Form 8–K (17

CFR 249.308).

49 15 U.S.C. 78l(b).

50 15 U.S.C. 78l(g).

filing that is more commonly monitored

by investors, and would further the

integrated disclosure scheme.

The Commission proposes to amend

Rule 463 to reflect the proposed

changes. In addition, the Commission

proposes to amend the periodic

reporting forms under the Exchange Act

(Forms 10–Q, 10–QSB, 10–K, and 10–

KSB) by adding a disclosure item that

would require all of the information

currently required by Form SR.45 Of

course, the disclosure would continue

to be required only of first-time issuers.

Comment is solicited on whether the

disclosure requirement should instead

be placed in Regulations S–K and S–B,

with the periodic reporting forms

referring to that disclosure item.

The Commission also proposes to

amend Form 20–F, the Exchange Act

annual report form applicable to foreign

private issuers,46 to require disclosure of

the use of proceeds information

currently contained in Form SR. Foreign

private issuers, unlike domestic issuers,

are not required to file Exchange Act

periodic reports on Forms 10–Q or 10–

KSB, but are required to submit to the

Commission the periodic reports

prepared in accordance with home

jurisdiction requirements. As a result of

the Commission’s proposal, foreign

private issuers would be reporting the

use of proceeds information on an

annual, rather than quarterly, basis.

Comment is requested as to whether it

is appropriate to permit foreign private

issuers to report use of proceeds

information on a less frequent basis than

domestic issuers. Should Form SR be

retained for foreign private issuers? If

so, should the Form be retained for

domestic issuers as well? In light of

requirements under Form 20–F under

which most information relating to

transactions with affiliates is based on

home country disclosure requirements,

should foreign private issuers continue

to be required to disclose separately the

use of proceeds with respect to direct or

indirect payments to directors, officers

or general partners or their associates, to

persons owning ten percent or more of

the issuer’s equity securities and other

affiliates of the issuer or should such

requirement be eliminated (whether

Form SR is retained for foreign private

issuers or not)?

Comment is requested as to whether

the filing of a separate Form SR

continues to serve a useful purpose, or

whether reliance on Exchange Act

reporting obligations would protect

sufficiently the interests of investors.

Would the proposal unduly burden the

periodic reporting responsibilities of

issuers by requiring the reporting of use

of proceeds information on a quarterly

basis rather than on a semi-annual basis,

as is currently the case?

It is possible that an issuer would

have its Exchange Act reporting

obligation terminate prior to the

application of all proceeds from its

initial public offering. Comment is

requested as to the need for continued

disclosure in this situation.

The proposed amendments to the

Exchange Act periodic reports require

disclosure of the amount of the issuer’s

net offering proceeds used for any

purpose for which at least five percent

of the issuer’s total proceeds or $50,000,

whichever is less, has been used. This

reflects the current Form SR

requirement. Comment is solicited as to

whether the five percent and $50,000

threshold figures, which were set in

1971, should be retained or raised to ten

percent, or $75,000 or $100,000,

respectively, to reflect inflation.

Irrespective of the threshold levels used,

should the requirement be the greater of

five percent or $50,000 (or whatever the

threshold figures may be)? In addition,

comment is solicited as to whether the

periodic forms should be amended as

proposed to include all of the current

Form SR disclosure, including the

information requirement regarding

offerings that terminate without any

sales, or whether any such disclosure

currently required in Form SR should be

eliminated.

C. Form 8–B

The Commission proposes to

eliminate Exchange Act Form 8–B,

regarding registration of securities of

successor issuers, because Exchange Act

Rule 12g–3 has rendered that Form

largely superfluous. Form 8–B was

adopted in 1936 to provide for

registration of securities of certain

successor issuers under Section 12 of

the Exchange Act.47 An issuer uses

Form 8–B to register its securities when

the issuer has no securities registered

under section 12 of the Exchange Act,

but has succeeded to an issuer that had

securities registered under section 12 at

the time of the succession.

The Commission received only 59

Form 8–B filings in 1994 and 58 such

filings in 1995. The usefulness of Form

8–B has been limited because of the

application of Exchange Act Rule 12g–

3 to successor issuers. In the event of a

succession by merger, consolidation,

exchange of securities, or acquisition of

assets, Rule 12g–3 automatically deems

to be registered under section 12 of the

Exchange Act the equity securities of an

issuer not previously registered under

section 12 that are issued to the holders

of equity securities registered pursuant

to that section. Hence, a successor to an

issuer with a class of securities

registered under section 12 is deemed to

succeed to that registration and need not

file a Form 8–B.

In order to accommodate the

elimination of Form 8–B, the

Commission proposes to expand Rule

12g–3 to include any transactions or

securities that are currently covered by

Form 8–B, but not current Rule 12g–3.48

Such transactions include the

succession of a non-reporting issuer to

more than one reporting issuer, either

through consolidation into a new entity

or a holding company formation.

Currently, such a succession would

require both existing issuers to

deregister their securities under the

Exchange Act, after which the successor

would file a Form 8–B. As proposed,

when a non-reporting issuer succeeds to

the registration of more than one

reporting issuer and the reporting

issuers are registered under different

paragraphs of section 12, the successor

issuer would be able to elect the section

12 paragraph under which it would be

deemed registered by noting this

election in the Form 8–K disclosing the

succession. Comment is requested

whether this is appropriate. Would it be

more effective to deem the successor

issuer registered under section 12(b)?

The Commission proposes to amend

Rule 12g–3 to clarify that the rule

applies to issuers with securities

registered under section 12(b) of the

Exchange Act,49 as well as to those with

securities registered under section

12(g).50 Accordingly, Rule 12g–3 as

proposed to be amended would apply to

any class of securities, whether

exchange-listed, required to be

registered under section 12(g) of the
30408 Federal Register / Vol. 61, No. 116 / Friday, June 14, 1996 / Proposed Rules

51Section 12(g) of the Exchange Act only requires

the registration of equity securities. The

Commission notes that the proposed rule could

impose reporting obligations on a limited class of

issuers not currently subjected by Rule 12g–3 to

reporting following a succession because the

predecessor issuer had a class of securities

registered under section 12 voluntarily. However,

the Commission notes that the proposal should not

impose any undue burdens as a result of this

situation, because such an issuer would likely be

able to terminate the registration under section 12

immediately following the succession.

52 15 U.S.C. 78o(d).

53 17 CFR 229.202. The Commission proposes to

amend Form 8–A to require a parallel description

of registrant’s securities pursuant to Item 202 of

Regulation S–B (17 CFR 228.202) for small business

issuers that use Form 8–A.

54Form 8–A can incorporate by reference

information that is contained in other filings made

with the Commission.

55The $250 filing fee normally payable upon the

filing of a registration statement under the Exchange

Act would not apply to securities registered

concurrently on a Securities Act form. Currently,

the Commission is considering a proposal to

rescind all Exchange Act filing fees. See Release No.

33–7293 (May 16, 1996). If the fee proposal is not

adopted by the time that the concurrent registration

rule proposals are adopted, the Commission

proposes in this release to rescind the $250 filing

fee for all Exchange Act registrations of securities

that are made concurrently with Securities Act

filings, as well as for all Form 8–A filings.

56The Task Force recommended the elimination

of Forms S–2/F–2 in its Report. If these Forms have

not been eliminated before adoption of the

concurrent registration proposal, the Commission

currently intends to modify Forms S–2/F–2 in the

same manner.

57Closed-end investment companies that register

their shares on an exchange and business

development companies are required to register

their securities under Sections 12(b) and 12(g),

respectively, of the Exchange Act.

58 15 U.S.C. 78l(d). Rule 12d1–2 would be

amended to provide that the Exchange Act

registration would be effective at the same time as

the Securities Act registration statement, or at the

time certification has been received by the

Commission, whichever is later.

59 17 CFR 230.415(a)(1)(x).

60 Item 1 of Form 8–A requires issuers to provide

a description of the securities to be registered that

satisfies the requirements of Item 202 of Form S–

K.

61Rule 415(a)(1)(ix) permits registration of

continuous offerings that begin promptly after

effectiveness of the registration statement and may

continue for more than 30 days. Because a

continuous offering must commence promptly, the

registration statement pertaining to such offerings

would contain sufficient information to satisfy the

requirements of Item 202 of Regulation S–K.

62 If used for section 12(g) registration, the Form

8–A would be effective upon filing with the

Commission. If used for section 12(b) registration,

the Form 8–A would become effective upon the

later of filing with the Commission, or the

Commission’s receipt of certification from the

national securities exchange.

Exchange Act, or voluntarily registered

under section 12(g) of the Exchange

Act.51

The Commission also proposes to

amend Exchange Act Rule 15d–5, which

pertains to the automatic assumption of

reporting obligations by a non-reporting

issuer that succeeds to an issuer that has

reporting obligations under section

15(d) of the Exchange Act.52 In

connection with a succession by merger,

consolidation, exchange of securities or

acquisition of assets, Rule 15d–5

automatically transfers the section 15(d)

reporting obligations of a predecessor

issuer to equity securities issued by a

non-reporting successor issuer in

connection with the succession.

Consistent with its proposed

amendment to Rule 12g–3, the

Commission proposes to amend Rule

15d–5 so that it would cover all

securities issued by a non-reporting

issuer, not just equity securities.

Comment is requested as to whether

Form 8–B continues to be useful to

issuers and investors. Comment is

solicited regarding whether there are

any other situations in which a

company currently files a Form 8–B that

would not be encompassed by proposed

Rule 12g–3. Are there any additional

notification or other benefits to

investors if an issuer files on Form 8–

B in addition to filing its Form 8–K

report?

III. Registration Requirements

A. Concurrent Exchange Act/Securities

Act Registration

The Commission proposes to permit a

company to register concurrently a

public offering under the Securities Act

and a class of securities under the

Exchange Act by filing a single form that

would cover both registrations.

Under current rules, a reporting

company can register a class of

securities under the Exchange Act on a

short form registration statement, Form

8–A. Form 8–A requires only a

description of the registrant’s securities

pursuant to Item 202 of Regulation S–

K 53 and the filing of certain exhibits.54

Pursuant to staff practice, an issuer

registering an initial public offering is

permitted to use Form 8–A even though

it is not subject to reporting until after

the effectiveness of that Securities Act

registration statement.

Under the current rules, registrants

that are concurrently registering a class

of securities under the Securities Act

and the Exchange Act must file two

forms, Form 8–A and the appropriate

Securities Act form. Since the Securities

Act form will contain or incorporate by

reference all of the information called

for by Form 8–A, the Commission

proposes to eliminate the Form 8–A

filing requirement when there is a

Securities Act registration statement.55

In order to provide for concurrent

registration under the Securities Act and

the Exchange Act, the Commission is

proposing to amend Forms SB–1, SB–2,

S–1/F–1, S–3/F–3, S–4/F–4, and S–11 56

and Form N–2 for certain closed-end

investment companies and business

development companies.57 The

respective forms would each be

modified to include a box on the cover

page of the registration statement that

could be checked to indicate when

concurrent Exchange Act registration is

being made, and to include certain other

information, such as the title of the class

of securities to be registered under the

Exchange Act. The proposed procedure

for concurrent registration is intended to

facilitate dual Securities Act and

Exchange Act.

In addition to the Securities Act rules

applicable to the filing and effectiveness

of the registration statement, Exchange

Act Rule 12d1–2, which pertains to the

effectiveness of the registration

statement for Exchange Act purposes,

would be applicable to the concurrent

registration statement. Under this

proposal, the registration of a class of

securities under section 12(g) of the

Exchange Act would become effective at

the same time as the effectiveness of the

registration statement pertaining to such

securities under the Securities Act.

However, the registration under section

12(b) of the Exchange Act of a class of

securities to be listed on a national

securities exchange would not become

effective until after certification had

been received by the Commission from

the national securities exchange, as

required by section 12(d) of the

Exchange Act.58

The Commission does not propose to

permit concurrent registration for

securities registered on ‘‘shelf’’

registration statements in which the

securities will be offered and sold on a

delayed basis in reliance on Rule

415(a)(1)(x),59 since those registration

statements normally do not include an

adequate description of the securities

for the purposes of Exchange Act

registration.60 However, concurrent

Exchange Act registration would be

available for a continuous offering of

securities that is registered on a ‘‘shelf’’

registration statement.61

When concurrent registration is not

available, Form 8–A would still have to

be used. The Commission proposes to

streamline the current Form 8–A

procedure by providing automatic

effectiveness for all registration

statements on that Form, just as

currently provided for exchange-listed

debt securities.62 There appears to be

little justification for differentiating

between debt and equity securities.
Federal Register / Vol. 61, No. 116 / Friday, June 14, 1996 / Proposed Rules 30409

63 In 1994, the Commission amended its rules to

permit a Form 8–A filed with respect to a class of

debt securities to be listed on a national securities

exchange to become effective simultaneously with

the effectiveness of the Securities Act registration

statement pertaining to such debt securities. See

Release No. 34–34922 (Nov. 1, 1994) (59 FR 55342).

64These exhibits include, for example, copies of

the last annual report filed pursuant to section 13

or 15(d) of the Exchange Act, copies of the latest

definitive proxy statement filed with the

Commission, and copies of the issuer’s charter and

by-laws.

65 17 CFR 239.36.

66 If Section 12(b) registration is not rescinded

with respect to ADRs, the Commission proposes to

provide concurrent Exchange Act registration for

ADRs on Form F–6, the Securities Act registration

form for ADRs.

67 15 U.S.C. 77j(a)(3).

Since Form 8–A primarily incorporates

by reference information found in other

Commission filings that may be subject

to prior staff review, staff review of

these Form 8–A filings is not needed.

Thus, automatic effectiveness would

simplify the logistics of Exchange Act

registration without affecting the quality

of disclosure available to the public.

The availability of concurrent

registration of securities on a Securities

Act registration statement and automatic

effectiveness of the Form 8–A would

render superfluous the special

procedures for registration of debt

securities listed on a national securities

exchange on Form 8–A.63 Accordingly,

the Commission proposes conforming

amendments to Form 8–A and to Rule

12d1–2.

Comment is requested as to whether

Form 8–A should be retained when a

registration statement under the

Securities Act also is being filed with

respect to the same class of securities.

Should a check box be added to Form

8–A instead to indicate the registrant’s

request for concurrent effectiveness?

The Commission solicits comment on

whether issuers would find the

concurrent registration procedure

useful. Do issuers consider the filing of

a Form 8–A burdensome? Comment is

generally requested regarding the

procedural mechanisms of the

concurrent registration system,

including timing, requests for

acceleration and withdrawal. With

respect to the concurrent registration of

securities on one form for Exchange Act

and Securities Act purposes, comment

is solicited as to whether a filing made

on the Electronic Data Gathering,

Analysis and Retrieval (‘‘EDGAR’’)

system should have a tag that identifies

the registration statement as one in

which Exchange Act registration also is

contemplated.

As noted above, the proposals for

concurrent registration would not apply

to delayed offerings of securities

registered on ‘‘shelf’’ registration

statements under Rule 415(a)(1)(x). Are

there other delayed offerings permitted

under Rule 415 for which there may not

be an adequate description of securities?

Would the automatically effective Form

8–A be a streamlined enough procedure,

or should the Commission establish a

concurrent registration procedure

applicable to delayed offerings?

Comment is solicited as to whether the

description of the securities to be

registered contained in such registration

statements would, in some cases, satisfy

the requirements of Item 202 of

Regulation S–K. If so, should the

concurrent registration procedure be

available? If not, should the concurrent

registration procedure be permitted if

the Item 202 information is incorporated

into the Form 8–A from the prospectus

filed under Rule 424(b)?

The Commission also requests

comment on the desirability of

providing automatic effectiveness for all

securities registered on Form 8–A.

Should issuers have the option of

delaying the effectiveness of a Form 8–

A registration statement? Are there

occasions when it would be more

convenient for issuers to file Form 8–A

early and request acceleration when

needed? Regardless of whether

concurrent registration or automatic

effectiveness is adopted, the

Commission also is considering

eliminating the requirement in Form 8–

A that issuers file certain exhibits with

the copy of the Form 8–A that is filed

with each national securities exchange

on which the securities are to be

registered.64 Comment is solicited as to

whether these exhibits continue to be

useful to the national securities

exchanges that receive such exhibits or,

if not, whether the exhibit requirement

should be eliminated.

B. Registration Requirements for

American Depositary Receipts

The Commission proposes to

eliminate the registration requirement

under section 12(b) of the Exchange Act

for American Depositary Receipts

(‘‘ADRs’’) registered on Form F–6 65

under the Securities Act.

Under current rules, a foreign issuer

whose common stock is traded on

Nasdaq in the form of ADRs must

register the common stock under

Section 12(g) of the Exchange Act, but

is not required to register the ADRs. A

foreign issuer whose common stock is

listed on a national securities exchange,

however, is required to register both the

common stock and the ADRs under

Section 12(b) of the Exchange Act.

There appears to be little benefit to

investors by applying an Exchange Act

registration and reporting obligation to

the listed ADRs in addition to the

deposited securities. It is common

practice for the Exchange Act

registration statement and reports of

foreign issuers to be used to satisfy the

requirements for both the deposited

securities and the listed ADRs. With

respect to the issuer’s preparation of an

Exchange Act registration statement, the

proposal would eliminate only the

requirement to list the ADR on the cover

page of the registration statement.

Eliminating the Exchange Act

registration and reporting obligation

with respect to the listed ADRs would

not appear to have a material impact on

the content of disclosure, and would be

consistent with the existing view of

ADRs as a mechanism for investment in

the underlying foreign securities. In

these circumstances, Exchange Act

registration imposes a regulatory burden

that has no apparent benefit to

investors, since it results in no

additional disclosure and creates an

unwarranted regulatory distinction

between Nasdaq-traded ADRs and

exchange-listed ADRs.

The Commission proposes to add

Rule 12a–8 under the Exchange Act to

exempt ADRs registered on Form F–6

from the registration requirements of

section 12(b). The section 12(b)

registration requirements, however,

would continue to apply to the class of

securities underlying the ADRs.

Comment is solicited as to whether

the Section 12(b) registration

requirements for ADRs continue to

provide useful disclosure to investors.

Assuming that the underlying deposited

securities continue to be subject to

section 12(b) registration, are there any

concerns unique to exchange-traded

securities that would warrant continued

Exchange Act registration of such

ADRs? 66

C. Securities Act Form Eligibility

The Commission proposes to amend

Rule 401(c) under the Securities Act to

permit an issuer to switch to a shorter

Securities Act form at the time of filing

any amendment if it has become eligible

to use the shorter form since filing its

initial registration statement.

Currently, under Rule 401 under the

Securities Act, the form and content of

a registration statement and prospectus

are determined on the initial filing date

of such registration statement and

prospectus. An issuer is not permitted

under Rule 401 to reevaluate its status

until it files a post-effective amendment

pursuant to Section 10(a)(3) 67 of the
30410 Federal Register / Vol. 61, No. 116 / Friday, June 14, 1996 / Proposed Rules

68Under section 10(f) of the Securities Act (15

U.S.C. 77j(f)), the Commission is granted the

authority to require radio and television broadcast

prospectuses to be filed along with other forms of

prospectuses used in connection with the sale of

the registered securities.

69Such an approach would be consistent with the

positions set forth in Securities Act Release No. 33–

7233 (October 6, 1995) concerning the use of

electronic media for delivery purposes.

70As noted above, the Task Force recommended

that Forms S–2/F–2 be eliminated. If these Forms

have not been eliminated before adoption of the

automatic effectiveness proposal, the Commission

currently intends to adopt corresponding changes to

them.

Securities Act. As such, even if an

issuer meets the eligibility criteria to use

a shorter form at the time of filing a preeffective or post-effective amendment

(other than a Section 10(a)(3) posteffective amendment), current rules

require it to file the amendment on the

longer form that applied at the time of

its initial registration statement.

In its Report, the Task Force

recommended that an issuer be

permitted to take advantage of a form if

it meets the eligibility criteria for that

form at the time it files an amendment.

The Commission proposes to revise

Rule 401(c) to permit issuers to

determine the appropriate form upon

filing any amendment, including preeffective and post-effective

amendments. This proposal should ease

filing burdens on issuers without

causing any harm to investors. In order

to assure that the change would not

impose new burdens, the rule would

continue to provide that if an issuer files

an amendment other than for the

purposes of section 10(a)(3), an issuer

would not be required to use a form that

is different from the one used for its last

section 10(a)(3) amendment, or if none

has been filed, its initial registration

statement.

The Commission requests comment

on whether the proposed change for

determining the availability of a short

form when filing a pre- or post-effective

amendment is appropriate.

D. Rule 424(d)—Radio and Television

Broadcast Prospectuses

Rules 424(d) and 497(f) currently

provide that prospectuses of corporate

issuers and investment companies,

respectively, consisting of a radio or

television broadcast must be reduced to

writing and filed at least five days

before they are broadcast or otherwise

issued to the public. Although the

Securities Act provides that such

prospectuses may be treated differently

than other prospectuses in certain

circumstances,68 this filing requirement

imposes a burden on issuers using such

prospectuses that does not appear

necessary for investor protection

purposes. Accordingly, the Task Force

recommended elimination of the

requirement of filing five days prior to

first broadcast. In accordance with this

recommendation and in view of the

increasing use of electronic media in

connection with securities offerings, it

is proposed that Rules 424(d) and 497(f)

be amended to eliminate the special

filing requirements for these

prospectuses.69 While Rules 424(d) and

497(f) would maintain the requirement

that radio or television broadcast

prospectuses be reduced to writing, it is

proposed that such prospectuses be

filed with the Commission in

accordance with the requirements

applicable to other types of

prospectuses. Pursuant to these

amendments, radio and television

broadcast prospectuses would be filed,

in the case of corporate issuers, in

accordance with the timing specified in

Rule 424 (between two to five days after

use depending on the subject matter of

the prospectus), and, in the case of

investment companies, any time prior to

use in accordance with Rule 497(e).

Comment is solicited as to whether

the current five day pre-broadcast filing

requirement should be retained or if a

shorter period would be more

appropriate.

Comment is solicited as to whether a

pre-broadcast filing requirement should

be retained for corporate issuers.

Comment is solicited as to whether all

radio and television prospectuses would

fit within one of the other existing

categories in Rule 424, and if not, is

there a need for a separate filing rule for

these prospectuses under Rule 424?

Comment is requested as to whether

there should be a uniform filing

requirement for all issuers for these

types of prospectuses.

E. Exhibits

The Commission proposes to permit

automatic effectiveness of a posteffective amendment filed solely to add

an exhibit. Following effectiveness,

issuers may update their registration

statements to include new consents,

opinions or other exhibits. Under

current rules, registrants eligible to use

Forms S–3/F–3 may file updated

exhibits post-effectively on Form 8–K.

The exhibit is then automatically

incorporated by reference into its

prospectus. By contrast, registrants that

are not eligible to use Form S–3/F–3 can

accomplish the filing of updated

exhibits only by way of post-effective

amendments, which are subject to

possible staff review. Even if such

amendments are not selected for review,

there may be a delay between the time

the amendments are filed and when

they are declared effective.

In order to facilitate the filing of

updated exhibits by non-S–3/F–3

registrants and eliminate delays, the

Commission proposes to add new Rule

462(d) to permit any post-effective

amendments filed solely to add exhibits,

either generally or in reference to

particular exhibits, to become effective

automatically upon filing. A check box

and a new EDGAR form type would be

added to Forms SB–1, SB–2, S–1/F–1,

S–4/F–4, and S–11 70 to permit such

automatic effectiveness.

The proposed rule is not intended to

affect an issuer’s disclosure obligations.

It would not be available for the filing

of exhibits that would trigger the filing

of a post-effective amendment to update

the prospectus. In addition, the

proposed rule would not provide

automatic effectiveness to post-effective

amendments that include an exhibit that

otherwise should have been filed preeffectively. Accordingly, in these

situations, the issuer would not be

permitted to check the box for automatic

effectiveness.

Comment is requested as to whether

the current availability of staff review of

post-effective amendments filed solely

to add an exhibit continues to be useful

to investors and issuers. The

Commission also requests comment on

whether it would be useful to extend

automatic effectiveness of post-effective

amendments to Forms S–3/F–3.

IV. General Request for Comment

Any interested persons wishing to

submit comment on any of the

proposals set forth in this release are

invited to do so by submitting them in

triplicate to Jonathan G. Katz, Secretary,

U.S. Securities and Exchange

Commission, 450 Fifth Street, NW.,

Washington, DC 20549. Comments also

may be submitted electronically at the

following E-mail address: rulecomments@sec.gov. All comment letters

should refer to File Number S7–15–96.

This file number should be included on

the subject line if E-mail is used.

Comment is specifically requested as to

whether any of the rules or forms that

have been proposed to be eliminated

provide disclosure that is material to

investors, issuers or other market

participants, the states or any other

entity. Comment also is requested on

any competitive burdens that might

result from the adoption of any of the

proposals. All comments will be

considered by the Commission in

complying with its responsibility under
Federal Register / Vol. 61, No. 116 / Friday, June 14, 1996 / Proposed Rules 30411

71 15 U.S.C. 78w(a).

72These estimates are based on the number of

small business issuers with initial public offerings

in fiscal year 1995 and assume that there are no

increases each year.

73Total annual burden hours are determined by

multiplying the estimated average burden hours for

completing the particular item by the estimated

number of responses that would include that item.

Section 23(a) of the Exchange Act.71

Comments received will be available for

public inspection and copying in the

Commission’s public reference room,

450 Fifth Street, NW, Washington, DC

20549. Electronically submitted

comment letters will be posted on the

Commission’s Internet web site (http://

www.sec.gov).

V. Cost-Benefit Analysis

Commenters are requested to provide

their views and data relating to any

costs and benefits associated with these

proposals to aid the Commission in its

evaluation of the costs and benefits that

may result from the changes proposed

in this release. It is anticipated that

these proposals will benefit those with

filing obligations by simplifying or

clarifying current rules and by

eliminating rules and forms that are

outdated or rarely used for other

reasons. No detrimental effects to

investors are expected. It is not believed

that the changes outlined in this release

will affect significantly the overall costs

and burdens associated with filing

requirements generally. If these

proposals contain anything that could

increase the burdens on issuers, the

Commission believes such burdens will

be outweighed by the benefits to

investors and the increase in

convenience to issuers.

VI. Summary of Initial Regulatory

Flexibility Analysis

An initial regulatory flexibility

analysis has been prepared in

accordance with 5 U.S.C. 603

concerning the proposed amendments.

The analysis notes that the amendments

would eliminate certain forms and one

rule, add one rule, and revise other rules

to change or modernize them.

As discussed more fully in the

analysis, the proposals would affect

persons that are small entities, as

defined by the Commission’s rules. It is

not expected that materially increased

reporting, recordkeeping and

compliance burdens would result from

the changes. The analysis also indicates

that there are no current federal rules

that duplicate, overlap or conflict with

the rules and forms to be amended.

As stated in the analysis, several

possible significant alternatives to the

proposals were considered, including,

among others, establishing different

compliance or reporting requirements

for small entities or exempting them

from all or part of the proposed

requirements. As discussed more fully

in the analysis, the nature of these

amendments do not lend themselves to

separate treatment, nor would they

impose additional burdens on small

business issuers.

Written comments are encouraged

with respect to any aspect of the

analysis. Such comments will be

considered in the preparation of the

Final Regulatory Flexibility Analysis if

the proposed amendments are adopted.

A copy of the analysis may be obtained

by contacting Felicia H. Kung, Division

of Corporation Finance, Securities and

Exchange Commission, 450 Fifth Street

NW., Washington, DC 20549.

VII. Paperwork Reduction Act

Certain provisions of Regulation C,

the section 12(b) and section 12(g)

registration requirements of the

Exchange Act, and the section 13(a) and

15(d) periodic reporting obligations of

the Exchange Act contain ‘‘collection of

information’’ requirements within the

meaning of the Paperwork Reduction

Act of 1995 (the ‘‘Act’’) (44 U.S.C. 3501

et seq.). The Commission has submitted

its proposed revisions to the

information collections required by

these provisions to the Office of

Management and Budget (‘‘OMB’’) for

review in accordance with 44 U.S.C.

3507(a) and 5 CFR 1320.11. The titles of

the affected information collections are

‘‘Form 20–F,’’ ‘‘Form 10–Q,’’ ‘‘Form 10–

QSB, ‘‘Form 10–K,’’ ‘‘Form 10–KSB,’’

and ‘‘Form 8–A.’’

Under Rule 463 of Regulation C,

issuers must report the use of proceeds

following an initial public offering on

Form SR. Form SR must be filed within

ten days of the first three months

following the effective date of the

registration statement, and every six

months thereafter until the offering has

been terminated or all proceeds have

been applied. The Commission’s

proposal to eliminate Form SR and to

require first-time issuers to report

information currently contained in

Form SR on their periodic Exchange Act

reports would reduce the number of

forms filed by issuers, but may

marginally increase their reporting or

recordkeeping burden by increasing the

frequency with which issuers report use

of proceeds information. It is estimated

for purposes of the Paperwork

Reduction Act that approximately

28,950 Form 10–Qs and 10,150 Form

10–Ks are filed each year, and that

approximately 1,470 Form 10–Qs and

490 Form 10–Ks would include the

proposed disclosure item. It also is

estimated that approximately 6,000

Form 10–QSBs and 2,075 Form 10–

KSBs are filed each year, and that

approximately 795 Form 10–QSBs and

265 Form 10–KSBs 72 would include the

proposed disclosure item. In addition, it

is estimated that approximately 545

Form 20–Fs are filed each year, and that

approximately 100 Form 20–Fs would

include the proposed disclosure item.

The burden for each Form 10–Q, 10–

QSB, Form 10–K, Form 10–KSB and

Form 20–F that includes the proposed

item disclosure would be increased by

an estimated burden of 5.5 hours for a

total increase of annual burden of

17,160 hours with respect to all five

forms.73 If the proposals were adopted:

(i) an estimated 1,470 respondents

would file Form 10–Q each year with

the proposed disclosure item at an

estimated burden of 5.5 hours per filing

for an estimated total annual burden of

8,085 hours; (ii) an estimated 795

respondents would file Form 10–QSB

each year with the proposed disclosure

item at an estimated burden of 5.5 hours

per filing for an estimated total annual

burden of 4,372.5 hours; (iii) an

estimated 490 respondents would file

Form 10–K each year with the proposed

disclosure item at an estimated burden

of 5.5 hours per filing for an estimated

total annual burden of 2,695 hours; (iv)

an estimated 265 respondents would file

Form 10–KSB each year with the

proposed disclosure item at an

estimated burden of 5.5 hours per filing

for an estimated total annual burden of

1,457.5 hours and (v) an estimated 100

respondents would file Form 20–F each

year with the proposed disclosure item

at an estimated burden of 5.5 hours per

filing for an estimated total annual

burden of 550 hours.

Form 8–A, the short-form Exchange

Act registration statement, is used by a

reporting company and by a company

registering an initial public offering. The

Commission’s proposal to permit

Exchange Act registration of a class of

securities concurrent with the Securities

Act registration of such securities by

requiring registrants to check a box on

the cover page of the Securities Act

registration statement should eliminate

the need for the Form 8–A registration

statement in many instances. At the

present, approximately 1,940 Form8–As

are filed each year for a total annual

burden of 14,550 hours. As a result of

the Commission’s proposal, it is

estimated that approximately 1,164

fewer Form 8–As would be filed, for an

estimated reduction in total burden
30412 Federal Register / Vol. 61, No. 116 / Friday, June 14, 1996 / Proposed Rules

hours of 8,730 hours. Therefore, if the

proposals were adopted, an estimated

776 respondents would file Form 8–A at

an estimated burden of 7.5 hours per

filing for an estimated total annual

burden of 5,820 hours.

The Commission also proposes to

eliminate the federal filing requirement

for Form D, and to eliminate Form SR

and Form 8–B.

Responses to the described

information collections are mandatory.

Unless a currently valid OMB control

number is displayed, an agency may not

sponsor, conduct or require response to

an information collection.

In accordance with 44 U.S.C.

3506(c)(2)(B), the Commission solicits

comments on the following: whether the

proposed change in the collection of

information is necessary for the proper

performance of the functions of the

agency, including whether the

information shall have practical utility;

on the accuracy of the Commission’s

estimate of the burden of the proposed

changes to the collection of information;

on the quality, utility and clarity of the

information to be collected; and

whether the burden of collection of

information on those who are to

respond, including through the use of

automated collection techniques or

other forms of information technology,

may be minimized.

Persons desiring to submit comments

on the collection of information

requirements should direct them to the

Office of Management and Budget,

Attention: Desk Officer for the

Securities and Exchange Commission,

Office of Information and Regulatory

Affairs, Washington, DC 20503, with

reference to File No. S7–15–96. The

Office of Management and Budget is

required to make a decision concerning

the collection of information between 30

and 60 days after publication, so a

comment to OMB is best assured of

having its full effect if OMB receives it

within 30 days of publication.

VIII. Statutory Basis for the Proposals

The foregoing amendments are

proposed pursuant to sections 6, 7, 8, 10

and 19(a) of the Securities Act, sections

3, 12, 13, 15, 23 and 35A of the

Exchange Act, and sections 8, 24, 38

and 54 of the Investment Company Act

of 1940.

List of Subjects

17 CFR Parts 230, 239, 240 and 249

Reporting and recordkeeping

requirements, Securities.

17 CFR Part 274

Investment companies, Reporting and

recordkeeping requirements, Securities.

Text of the Proposals

In accordance with the foregoing,

Title 17, Chapter II of the Code of

Federal Regulations is proposed to be

amended as follows:

PART 230—GENERAL RULES AND

REGULATIONS, SECURITIES ACT OF

1933

The authority citation for part 230

continues to read in part as follows:

Authority: 15 U.S.C. 77b, 77f, 77g, 77h, 77j,

77s, 77sss, 78c, 78(d), 78l, 78m, 78n, 78o,

78w, 78ll(d), 79t, 80a–8, 80a–29, 80a–30, and

80a–37, unless otherwise noted.

* * * * *

2. By amending § 230.401 by revising

paragraph (c) to read as follows:

§ 230.401 Requirements as to proper form.

* * * * *

(c) The form and contents of any

amendment to a registration statement

and prospectus, other than an

amendment described in paragraph (b)

of this section, shall conform to the

applicable rules and forms as in effect

on the filing date of such amendment,

or, at the option of the filer, the filing

date of the most recent amendment

described in paragraph (b) of this

section or, if no such amendment has

been filed, the initial filing date of the

registration statement and prospectus.

* * * * *

§ 230.424 [Amended]

3. By amending § 230.424 in

paragraph (d) by removing the phrase

‘‘at least five days before it is broadcast

or otherwise issued to the public’’ in the

second sentence and in its place adding

‘‘in accordance with the requirements of

this Section’’.

4. By amending § 230.462 by adding

paragraph (d) to read as follows:

§ 230.462 Immediate effectiveness of

certain registration statements and posteffective amendments.

* * * * *

(d) A post-effective amendment filed

solely to add exhibits to a registration

statement shall become effective upon

filing with the Commission.

5. By amending § 230.463 by revising

paragraphs (a) and (b) to read as follows:

§ 230.463 Report of offering of securities

and use of proceeds therefrom.

(a) Except as hereinafter provided in

this section, following the effective date

of the first registration statement filed

under the Act by an issuer, the issuer or

successor issuer shall report the use of

proceeds on its first periodic report filed

pursuant to Sections 13(a) and 15(d) (15

U.S.C. 78m(a) and 78o(d)) of the

Securities Exchange Act of 1934 after

effectiveness, and thereafter on each of

its subsequent periodic reports filed

pursuant to Sections 13(a) and 15(d) of

the Securities Exchange Act of 1934

through the later of the application of

the offering proceeds, or the termination

of the offering.

(b) A successor issuer shall comply

with paragraph (a) of this section only

to the extent that a report of the use of

proceeds is required with respect to the

first effective registration statement of

the predecessor issuer.

* * * * *

§ 230.497 [Amended]

6. By amending § 230.497 in

paragraph (f) by removing the phrase ‘‘at

least 5 days before it is broadcast or

otherwise issued to the public’’ in the

second sentence and in its place adding

‘‘in accordance with the requirements of

this Section’’.

7. By revising § 230.503 to read as

follows:

§ 230.503 Notice of sales.

An issuer offering or selling securities

in reliance on § 230.504, § 230.505 or

§ 230.506 shall prepare a notice on Form

D (17 CFR 239.500) promptly after the

first sale of securities. The issuer shall

retain the notice until three years after

the date of the first sale of securities.

Upon request, the issuer shall furnish to

the Commission or its staff a copy of the

Form D notice.

§ 230.507 [Removed and reserved]

8. By removing and reserving

§ 230.507.

PART 239—FORMS PRESCRIBED

UNDER THE SECURITIES ACT OF 1933

9. The authority citation for part 239

continues to read in part as follows:

Authority: 15 U.S.C. 77f, 77g, 77h, 77j, 77s,

77sss, 78c, 78l, 78m, 78n, 78o(d), 78w(a),

78ll(d), 79e, 79f, 79g, 79j, 79l, 79m, 79n, 79q,

79t, 80a–8, 80a–29, 80a–30 and 80a–37,

unless otherwise noted.

* * * * *

10. By amending § 239.9 by

designating the current text as

paragraph (a), and adding paragraphs (b)

and (c) to read as follows:

§ 239.9 Form SB–1, optional form for the

registration of securities to be sold to the

public by certain small business issuers.

* * * * *

(b) Subject to paragraph (c) of this

section, this form may be used for

concurrent registration pursuant to

section 12 (b) or (g) (15 U.S.C. 78l (b) or

(g)) of the Securities Exchange Act of

1934 (‘‘Exchange Act’’) of any class of

securities being registered on this form

under the Securities Act of 1933.
Federal Register / Vol. 61, No. 116 / Friday, June 14, 1996 / Proposed Rules 30413

(c) If the registrant would be required

to file an annual report pursuant to

section 15(d) (15 U.S.C. 78o(d)) of the

Exchange Act for its last fiscal year,

except for the fact that the Exchange Act

registration on this form will become

effective before such report is required

to be filed, an annual report for such

fiscal year shall nevertheless be filed

within the period specified in the

appropriate annual report form.

11. By amending Form SB–1

(referenced in § 239.9) by revising the

title to the form and the facing page, by

adding General Instruction I, by revising

the signature requirements in Part II (not

including the Instructions thereto), and

by adding paragraph (3) to the

Instructions to ‘‘Signatures’’ to read as

follows:

Note: The text of Form SB–1 does not, and

the amendments thereto will not, appear in

the Code of Federal Regulations.

Form SB–1

U.S. Securities and Exchange Commission

Washington, D.C. 20549

Form SB–1

REGISTRATION STATEMENT UNDER THE

SECURITIES ACT OF 1933 AND SECTION

12(b) OR (g) OF THE SECURITIES

EXCHANGE ACT OF 1934

(Amendment No.llll)

lllllllllllllllllllll

(Name of small business issuer in its charter)

lllllllllllllllllllll

(State or jurisdiction of incorporation or

organization)

lllllllllllllllllllll

(Primary Standard Industrial Classification

Code Number)

lllllllllllllllllllll

(I.R.S. Employer Identification No.)

lllllllllllllllllllll

Address and telephone number of principal

executive offices)

lllllllllllllllllllll

(Address of principal place of business or

intended principal place of business)

lllllllllllllllllllll

(Name, address, and telephone number of

agent for service)

Approximate date of commencement of

proposed sale to the public llll

If this Form is filed to register additional

securities for an offering pursuant to Rule

462(b) under the Securities Act, please check

the following box and list the Securities Act

registration statement number of the earlier

effective registration statement for the same

offering. [ ]

If this Form is a post-effective amendment

filed pursuant to Rule 462(c) under the

Securities Act, check the following box and

list the Securities Act registration statement

number of the earlier effective registration

statement for the same offering. [ ]

If this Form is a post-effective amendment

filed pursuant to Rule 462(d) under the

Securities Act, check the following box and

list the Securities Act registration statement

number of the earlier effective registration

statement for the same offering. [ ]

If delivery of the prospectus is expected to

be made pursuant to Rule 434, please check

the following box. [ ]

If any class of securities is to be

concurrently registered on this Form

pursuant to Section 12(b) of the Securities

Exchange Act of 1934 pursuant to General

Instruction I, please check the following box.

[ ]

Securities to be registered pursuant to

Section 12(b) of the Securities Exchange Act

of 1934:

Title of each class to be so registered

lllllllllllllllllllll

lllllllllllllllllllll

Name of each exchange on which each class

is to be registered

lllllllllllllllllllll

lllllllllllllllllllll

If any class of securities is to be

concurrently registered on this Form

pursuant to Section 12(g) of the Securities

Exchange Act of 1934 pursuant to General

Instruction I, please check the following box.

[ ]

lllllllllllllllllllll

(title of class)

lllllllllllllllllllll

(title of class)

CALULATION OF REGISTRATION FEE

Title of each class of securities to be registered Amount to be registered Proposed maximum offering price per unitProposed maximum aggregate offering price Amount of registration fee

Note: If the filing fee is calculated pursuant

to Rule 457(o) under the Securities Act, only

the title of the class of securities to be

registered, the proposed maximum aggregate

offering price for that class of securities and

the amount of registration fee need to appear

in the Calculation of Registration Fee table.

Any difference between the dollar amount of

securities registered for such offerings and

the dollar amount of securities sold may be

carried forward on a future registration

statement pursuant to Rule 429 under the

Securities Act.

The following delaying amendment is

optional, but see Rule 473 before omitting it.

The registrant hereby amends this

registration statement on such date or dates

as may be necessary to delay its effective date

until the registrant shall file a further

amendment which specifically states that

this registration statement shall thereafter

become effective in accordance with Section

8(a) of the Securities Act of 1933 or until the

registration statement shall become effective

on such date as the Commission, acting

pursuant to said Section 8(a), may determine.

Disclosure alternative used: Alternative 1

llll Alternative 2 llll

General Instructions

* * * * *

I. Registration Under the Securities

Exchange Act of 1934

1. Subject to General Instruction I.2., this

form may be used for concurrent registration

pursuant to section 12 (b) or (g) of the

Securities Exchange Act of 1934 (‘‘Exchange

Act’’) of any class of securities listed under

‘‘Title of each class of securities to be

registered’’ on the cover page of this

registration statement.

2. If the registrant would be required to file

an annual report pursuant to section 15(d) of

the Exchange Act for its last fiscal year,

except for the fact that the Exchange Act

registration on this form will become

effective before such report is required to be

filed, an annual report for such fiscal year

shall nevertheless be filed within the period

specified in the appropriate annual report

form.

3. If a class of securities is concurrently

being registered under the Exchange Act, the

provisions of Rule 12d1–2 of the Exchange

Act apply with respect to the effectiveness of

the registration statement for Exchange Act

purposes.

4. At least one complete, signed copy of the

registration statement shall be filed with each

exchange on which the securities are to be

registered.

* * * * *

Part II— Information Not Required in

Prospectus

* * * * *

Signatures

In accordance with the requirements of the

Securities Act of 1933 [and Section 12 of the

Securities Exchange Act of 1934], the

registrant certifies that it has reasonable

grounds to believe that it meets all of the

requirements for filing on Form SB–1 and has

duly caused this registration statement to be

signed on its behalf by the undersigned,

thereunto duly authorized, in the City of

llllllllll, State of

llllllllll, on lllll, 19ll.

(Registrant) lllllllllllllll

By (Signature and Title) lllllllll

In accordance with the requirements of the

Securities Act of 1933, this registration

statement has been signed by the following

persons in the capacities and on the dates

indicated.
30414 Federal Register / Vol. 61, No. 116 / Friday, June 14, 1996 / Proposed Rules

(Signature) lllllllllllllll

(Title) lllllllllllllllll

(Date) llllllllllllllllll

Instructions

* * * * *

(3) If a class of securities is being registered

concurrently under the Exchange Act, the

registrant should sign the registration

statement in accordance with the

requirements of both the Securities Act and

Section 12 of the Exchange Act.

* * * * *

By amending § 239.10 by designating

the current text as paragraph (a), and

adding paragraphs (b) and (c) to read as

follows:

§ 239.10 Form SB–2, optional form for the

registration of securities to be sold to the

public by small business issuers.

* * * * *

(b) Subject to paragraph (c) of this

section, this form may be used for

concurrent registration pursuant to

section 12 (b) or (g) (15 U.S.C. 78l (b) or

(g)) of the Securities Exchange Act of

1934 (‘‘Exchange Act’’) of any class of

securities being registered on this form

under the Securities Act of 1933.

(c) If the registrant would be required

to file an annual report pursuant to

section 15(d) (15 U.S.C. 78o(d)) of the

Exchange Act for its last fiscal year,

except for the fact that the Exchange Act

registration on this form will become

effective before such report is required

to be filed, an annual report for such

fiscal year shall nevertheless be filed

within the period specified in the

appropriate annual report form.

13 By amending Form SB–2

(referenced in § 239.10) by revising the

title to the form and the facing page, by

adding General Instruction D, by

revising the signature requirements in

Part II (not including the Instructions

thereto), and by adding paragraph (3) to

the Instructions to ‘‘Signatures’’ to read

as follows:

Note: The text of Form SB–2 does not, and

the amendments thereto will not, appear in

the Code of Federal Regulations.

Form SB–2

U.S. Securities and Exchange Commission

Washington, DC 20549

Form SB–2

Registration Statement Under the Securities

Act of 1933 and Section 12 (b) or (g) of the

Securities Exchange Act of 1934

(Amendment No.llllllll)

lllllllllllllllllllll

(Name of small business issuer in its charter)

lllllllllllllllllllll

(State or jurisdiction of incorporation or

organization)

lllllllllllllllllllll

(Primary Standard Industrial Classification

Code Number)

lllllllllllllllllllll

I.R.S. Employer Identification No.)

lllllllllllllllllllll

(Address and telephone number of principal

executive offices)

lllllllllllllllllllll

(Address of principal place of business or

intended principal place of business)

lllllllllllllllllllll

(Name, address, and telephone number of

agent for service)

Approximate date of commencement of

proposed sale to the public

llllllllll

If this Form is filed to register additional

securities for an offering pursuant to Rule

462(b) under the Securities Act, please check

the following box and list the Securities Act

registration statement number of the earlier

effective registration statement for the same

offering. [ ]

If this Form is a post-effective amendment

filed pursuant to Rule 462(c) under the

Securities Act, check the following box and

list the Securities Act registration statement

number of the earlier effective registration

statement for the same offering. [ ]

If this Form is a post-effective amendment

filed pursuant to Rule 462(d) under the

Securities Act, check the following box and

list the Securities Act registration statement

number of the earlier effective registration

statement for the same offering. [ ]

If delivery of the prospectus is expected to

be made pursuant to Rule 434, please check

the following box. [ ]

If any class of securities is to be

concurrently registered on this Form

pursuant to Section 12(b) of the Securities

Exchange Act of 1934 pursuant to General

Instruction D, please check the following

box. [ ]

Securities to be registered pursuant to

Section 12(b) of the Securities Exchange Act

of 1934:

Title of each class to be so registered

lllllllllllllllllllll

lllllllllllllllllllll

Name of each exchange on which each class

is to be registered

lllllllllllllllllllll

lllllllllllllllllllll

If any class of securities is to be

concurrently registered on this Form

pursuant to Section 12(g) of the Securities

Exchange Act of 1934 pursuant to General

Instruction D, please check the following

box. [ ]

lllllllllllllllllllll

(Title of class)

lllllllllllllllllllll

(Title of class)

CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered Amount to be registered Proposed maximum offering price per unitProposed maximum aggregate offering price Amount of registration fee

Note: If the filing fee is calculated pursuant

to Rule 457(o) under the Securities Act, only

the title of the class of securities to be

registered, the proposed maximum aggregate

offering price for that class of securities and

the amount of registration fee need to appear

in the Calculation of Registration Fee table.

Any difference between the dollar amount of

securities registered for such offerings and

the dollar amount of securities sold may be

carried forward on a future registration

statement pursuant to Rule 429 under the

Securities Act.

The following delaying amendment is

optional, but see Rule 473 before omitting it.

The registrant hereby amends this

registration statement on such date or dates

as may be necessary to delay its effective date

until the registrant shall file a further

amendment which specifically states that

this registration statement shall thereafter

become effective in accordance with Section

8(a) of the Securities Act of 1933 or until the

registration statement shall become effective

on such date as the Commission, acting

pursuant to said Section 8(a), may determine.

Disclosure alternative used: Alternative 1

llllll Alternative 2 llllll.

General Instructions

* * * * *

D. Registration Under the Securities

Exchange Act of 1934

1. Subject to General Instruction D.2., this

form may be used for concurrent registration

pursuant to section 12 (b) or (g) of the

Securities Exchange Act of 1934 (‘‘Exchange

Act’’) of any class of securities listed under

‘‘Title of each class of securities to be
Federal Register / Vol. 61, No. 116 / Friday, June 14, 1996 / Proposed Rules 30415

registered’’ on the cover page of this

registration statement.

2. If the registrant would be required to file

an annual report pursuant to section 15(d) of

the Exchange Act for its last fiscal year,

except for the fact that the Exchange Act

registration on this form will become

effective before such report is required to be

filed, an annual report for such fiscal year

shall nevertheless be filed within the period

specified in the appropriate annual report

form.

3. If a class of securities is concurrently

being registered under the Exchange Act, the

provisions of Rule 12d1–2 of the Exchange

Act apply with respect to the effectiveness of

the registration statement for Exchange Act

purposes.

4. At least one complete, signed copy of the

registration statement shall be filed with each

exchange on which the securities are to be

registered.

* * * * *

Part II—Information Not Required In

Prospectus

* * * * *

Signatures

In accordance with the requirements of the

Securities Act of 1933 [and Section 12 of the

Securities Exchange Act of 1934], the

registrant certifies that it has reasonable

grounds to believe that it meets all of the

requirements for filing on Form SB–2 and has

duly caused this registration statement to be

signed on its behalf by the undersigned,

thereunto duly authorized, in the City

ofllllllllll, State of

llllllllll, on lllll, 19ll.

(Registrant) lllllllllllllll

By (Signature and Title) lllllllll

In accordance with the requirements of the

Securities Act of 1933, this registration

statement has been signed by the following

persons in the capacities and on the dates

indicated.

(Signature) lllllllllllllll

(Title) lllllllllllllllll

(Date) llllllllllllllllll

Instructions

* * * * *

(3) If a class of securities is being registered

concurrently under the Exchange Act, the

registrant should sign the registration

statement in accordance with the

requirements of both the Securities Act and

Section 12 of the Exchange Act.

* * * * *

14. By amending § 239.11 by revising

the section heading, designating the

current paragraph as paragraph (a), and

adding paragraphs (b) and (c) to read as

follows:

§ 239.11 Form S–1, registration statement

under the Securities Act of 1933 and

section 12(b) or (g) of the Securities

Exchange Act of 1934.

* * * * *

(b) Subject to paragraph (c) of this

section, this form may be used for

concurrent registration pursuant to

section 12 (b) or (g) (15 U.S.C. 78l (b) or

(g)) of the Securities Exchange Act of

1934 (‘‘Exchange Act’’) of any class of

securities being registered on this form

under the Securities Act of 1933.

(c) If the registrant would be required

to file an annual report pursuant to

section 15(d) (15 U.S.C. 78o(d)) of the

Exchange Act for its last fiscal year,

except for the fact that the Exchange Act

registration on this form will become

effective before such report is required

to be filed, an annual report for such

fiscal year shall nevertheless be filed

within the period specified in the

appropriate annual report form.

15. By amending Form S–1

(referenced in § 239.11) by revising the

title to the form and the facing page, by

adding General Instruction VI, by

revising the signature requirements in

Part II (not including the Instructions

thereto), and by adding paragraph 3. to

the Instructions to ‘‘Signatures’’ to read

as follows:

Note: The text of Form S–1 does not, and the

amendments thereto will not, appear in the

Code of Federal Regulations.

Form S–1

Securities and Exchange Commission,

Washington, D.C. 20549

Form S–1

Registration Statement Under the Securities

Act of 1933 and Section 12 (b) or (g) of the

Securities Exchange Act of 1934

lllllllllllllllllllll

(Exact name of registrant as specified in its

charter)

lllllllllllllllllllll

(State or other jurisdiction of incorporation

or organization)

lllllllllllllllllllll

(Primary Standard Industrial Classification

Code Number)

lllllllllllllllllllll

(I.R.S. Employer Identification No.)

lllllllllllllllllllll

(Address, including zip code, and telephone

number, including area code, of registrant’s

principal executive offices)

lllllllllllllllllllll

(Name, address, including zip code, and

telephone number, including area code, of

agent for service)

Approximate date of commencement of

proposed sale to the

publicllllllllll.

If any of the securities being registered on

this Form are to be offered on a delayed or

continuous basis pursuant to Rule 415 under

the Securities Act of 1933, check the

following box. [ ]

If this Form is filed to register additional

securities for an offering pursuant to Rule

462(b) under the Securities Act, please check

the following box and list the Securities Act

registration statement number of the earlier

effective registration statement for the same

offering. [ ]

If this Form is a post-effective amendment

filed pursuant to Rule 462(c) under the

Securities Act, check the following box and

list the Securities Act registration statement

number of the earlier effective registration

statement for the same offering. [ ]

If this Form is a post-effective amendment

filed pursuant to Rule 462(d) under the

Securities Act, please check the following

box and list the Securities Act registration

statement number of the earlier effective

registration statement for the same offering.

[ ]

If delivery of the prospectus is expected to

be made pursuant to Rule 434, please check

the following box. [ ]

If any class of securities is to be

concurrently registered on this Form

pursuant to Section 12(b) of the Securities

Exchange Act of 1934 pursuant to General

Instruction VI, please check the following

box. [ ]

Securities to be registered pursuant to

Section 12(b) of the Securities Exchange Act

of 1934:

Title of each class to be so registered

lllllllllllllllllllll

lllllllllllllllllllll

Name of each exchange on which each class

is to be registered

lllllllllllllllllllll

lllllllllllllllllllll

If any class of securities is to be

concurrently registered on this Form

pursuant to Section 12(g) of the Securities

Exchange Act of 1934 pursuant to General

Instruction VI, please check the following

box. [ ]

Securities to be registered pursuant to

Section 12(g) of the Securities Exchange Act

of 1934:

lllllllllllllllllllll

(Title of class)

lllllllllllllllllllll

(Title of class)

CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered Amount to be registered Proposed maximum offering price per unitProposed maximum aggregate offering price Amount of registration fee
30416 Federal Register / Vol. 61, No. 116 / Friday, June 14, 1996 / Proposed Rules

CALCULATION OF REGISTRATION FEE—Continued

Title of each class of securities to be registered Amount to be registered Proposed maximum offering price per unitProposed maximum aggregate offering price Amount of registration fee

Note: Specific details relating to the fee

calculation shall be furnished in notes to the

table, including references to provisions of

Rule 457 (§ 230.457 of this chapter) relied

upon, if the basis of the calculation is not

otherwise evident from the information

presented in the table. If the filing fee is

calculated pursuant to Rule 457(o) under the

Securities Act, only the title of the class of

securities to be registered, the proposed

maximum aggregate offering price for that

class of securities and the amount of

registration fee need to appear in the

Calculation of Registration Fee table. Any

difference between the dollar amount of

securities registered for such offerings and

the dollar amount of securities sold may be

carried forward on a future registration

statement pursuant to Rule 429 under the

Securities Act.

General Instructions

* * * * *

VI. Registration Under the Securities

Exchange Act of 1934

A. Subject to General Instruction VI.B., this

form may be used for concurrent registration

pursuant to section 12 (b) or (g) of the

Securities Exchange Act of 1934 (‘‘Exchange

Act’’) of any class of securities listed under

‘‘Title of each class of securities to be

registered’’ on the cover page of this

registration statement.

B. If the registrant would be required to file

an annual report pursuant to section 15(d) of

the Exchange Act for its last fiscal year,

except for the fact that the Exchange Act

registration on this form will become

effective before such report is required to be

filed, an annual report for such fiscal year

shall nevertheless be filed within the period

specified in the appropriate annual report

form.

C. If a class of securities is concurrently

being registered under the Exchange Act, the

provisions of Rule 12d1–2 of the Exchange

Act apply with respect to the effectiveness of

the registration statement for Exchange Act

purposes.

D. At least one complete, signed copy of

the registration statement shall be filed with

each exchange on which the securities are to

be registered.

* * * * *

PART II—Information Not Required In

Prospectus

* * * * *

Signatures

Pursuant to the requirements of the

Securities Act of 1933 [and Section 12 of the

Securities Exchange Act of 1934], the

registrant has duly caused this registration

statement to be signed on its behalf by the

undersigned, thereunto duly authorized, in

the City of llllllllll, State of

llllllllll, on lllll, 19ll.

(Registrant) lllllllllllllll

By (Signature and Title) lllllllll

Pursuant to the requirements of the

Securities Act of 1933, this registration

statement has been signed by the following

persons in the capacities and on the dates

indicated.

(Signature) lllllllllllllll

(Title) lllllllllllllllll

(Date) llllllllllllllllll

Instructions

* * * * *

3. If a class of securities is being registered

concurrently under the Exchange Act, the

registrant should sign the registration

statement in accordance with the

requirements of both the Securities Act and

Section 12 of the Exchange Act.

* * * * *

16. By amending § 239.13 by revising

the section heading, by revising the

introductory text of § 239.13, by

removing the phrase ‘‘Securities

Exchange Act of 1934 (Exchange Act)’’

from paragraph (a)(2) and in its place

adding ‘‘Exchange Act’’ and by adding

paragraph (e) to read as follows:

§ 239.13 Form S–3, for registration under

the Securities Act of 1933 and section 12(b)

or (g) of the Securities Exchange Act of

1934 of securities of certain issuers offered

pursuant to certain types of transactions.

This form may be used by any

registrant which meets the requirements

of paragraph (a) of this section

(‘‘Registrant Requirements’’) for the

registration of securities under the

Securities Act of 1933 (‘‘Securities Act’’)

which are offered in any transaction

specified in paragraph (b) of this section

(‘‘Transaction Requirements’’), provided

that the requirements applicable to the

specified transaction are met. With

respect to majority-owned subsidiaries,

see paragraph (c) of this section. In

addition, this form may be used for the

concurrent registration of securities

pursuant to section 12 (b) or (g) (15

U.S.C. 78l (b) or (g)) of the Securities

Exchange Act of 1934 (‘‘Exchange Act’’),

subject to paragraph (e) of this section

(‘‘Registration Pursuant to the Exchange

Act’’).

* * * * *

(e) Registration Pursuant to the

Exchange Act. Registrants may use this

form to register concurrently a class of

securities pursuant to section 12 (b) or

(g) of the Exchange Act subject to the

following:

(1) Subject to paragraph (e)(2) of this

section, this form may be used for

concurrent registration pursuant to

section 12 (b) or (g) of the Exchange Act

of any class of securities being

registered on this form under the

Securities Act of 1933.

(2) If the registrant would be required

to file an annual report pursuant to

section 15(d) (15 U.S.C. 78o(d)) of the

Exchange Act for its last fiscal year,

except for the fact that the Exchange Act

registration on this form will become

effective before such report is required

to be filed, an annual report for such

fiscal year shall nevertheless be filed

within the period specified in the

appropriate annual report form.

(3) Concurrent registration under the

Exchange Act is not available when

securities being registered on this Form

S–3 pursuant to paragraphs (b)(1) and

(b)(2) of this section are to be offered on

a delayed basis pursuant to

§ 230.415(a)(1)(x) of this chapter.

By amending Form S–3 (referenced in

§ 239.13) by revising the title to the form

and the facing page, by adding General

Instruction V, by revising the signature

requirements in Part II (not including

the Instructions thereto), and by adding

paragraph 4. to the Instructions to

‘‘Signatures’’ to read as follows:

Note: The text of Form S–3 does not, and the

amendments thereto will not, appear in the

Code of Federal Regulations.

Form S–3

Securities and Exchange Commission

Washington, DC 20549

FORM S–3

Registration Statement Under the Securities

Act of 1933 and Section 12 (b) or (g) of the

Securities Exchange Act of 1934

lllllllllllllllllllll

(Exact name of registrant as specified in its

charter)

lllllllllllllllllllll

(State or other jurisdiction of incorporation

or organization)

lllllllllllllllllllll

(I.R.S. Employer Identification No.)

lllllllllllllllllllll
Federal Register / Vol. 61, No. 116 / Friday, June 14, 1996 / Proposed Rules 30417

(Address, including zip code, and telephone

number, including area code, of registrants’

principal executive offices)

lllllllllllllllllllll

(Name, address, including zip code, and

telephone number, including area code, of

agent for service)

Approximate date of commencement of

proposed sale to the public

llllllllll

If any of the securities being registered on

this Form are to be offered pursuant to

dividend or interest reinvestment plans,

please check the following box. [ ]

If any of the securities being registered on

this Form are to be offered on a delayed or

continuous basis pursuant to Rule 415 under

the Securities Act of 1933, other than

securities offered only in connection with

dividend or interest reinvestment plans,

check the following box. [ ]

If this Form is filed to register additional

securities for an offering pursuant to Rule

462(b) under the Securities Act, please check

the following box and list the Securities Act

registration statement number of the earlier

effective registration statement for the same

offering. [ ]

If this Form is a post-effective amendment

filed pursuant to Rule 462(c) under the

Securities Act, check the following box and

list the Securities Act registration statement

number of the earlier effective registration

statement for the same offering. [ ]

If delivery of the prospectus is expected to

be made pursuant to Rule 434, please check

the following box. [ ]

If any class of securities is to be

concurrently registered on this Form

pursuant to Section 12(b) of the Securities

Exchange Act of 1934 pursuant to General

Instruction V, please check the following

box. [ ]

Securities to be registered pursuant to

Section 12(b) of the Securities Exchange Act

of 1934:

Title of each class to be so registered

lllllllllllllllllllll

lllllllllllllllllllll

Name of each exchange on which each class

is to be registered

lllllllllllllllllllll

lllllllllllllllllllll

If any class of securities is to be

concurrently registered on this Form

pursuant to Section 12(g) of the Securities

Exchange Act of 1934 pursuant to General

Instruction V, please check the following

box. [ ]

Securities to be registered pursuant to

Section 12(g) of the Securities Exchange Act

of 1934:

lllllllllllllllllllll

(Title of class)

lllllllllllllllllllll

(Title of class)

CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered Amount to be registered Proposed maximum offering price per unitProposed maximum aggregate offering price Amount of registration fee

Note: Specific details relating to the fee

calculation shall be furnished in notes to the

table, including references to provisions of

Rule 457 (§ 230.457 of this chapter) relied

upon, if the basis of the calculation is not

otherwise evident from the information

presented in the table. If the filing fee is

calculated pursuant to Rule 457(o) under the

Securities Act, only the title of the class of

securities to be registered, the proposed

maximum aggregate offering price for that

class of securities and the amount of

registration fee need to appear in the

‘‘Calculation of Registration Fee’’ table (‘‘Fee

Table’’). Where two or more classes of

securities are being registered pursuant to

General Instruction II.D, however, the Fee

Table need only specify the maximum

aggregate offering price for all classes; the Fee

Table need not specify by each class the

proposed maximum aggregate offering price

(See General Instruction II.D). Any difference

between the dollar amount of securities

registered for such offerings and the dollar

amount of securities sold may be carried

forward on a future registration statement

pursuant to Rule 429 under the Securities

Act.

General Instructions

* * * * *

V. Registration Under the Securities

Exchange Act of 1934

A. Subject to General Instruction V.B., this

form may be used for concurrent registration

pursuant to section 12 (b) or (g) of the

Securities Exchange Act of 1934 (‘‘Exchange

Act’’) of any class of securities listed under

‘‘Title of each class of securities to be

registered’’ on the cover page of this

registration statement.

B. If the registrant would be required to file

an annual report pursuant to section 15(d) of

the Exchange Act for its last fiscal year,

except for the fact that the Exchange Act

registration on this form will become

effective before such report is required to be

filed, an annual report for such fiscal year

shall nevertheless be filed within the period

specified in the appropriate annual report

form.

C. If a class of securities is concurrently

being registered under the Exchange Act, the

provisions of Rule 12d1–2 of the Exchange

Act apply with respect to the effectiveness of

the registration statement for Exchange Act

purposes.

D. At least one complete, signed copy of

the registration statement shall be filed with

each exchange on which the securities are to

be registered.

E. Concurrent registration under the

Exchange Act is not available when securities

being registered on this Form pursuant to

General Instruction I.B.I and I.B.2. are to be

offered on a delayed basis pursuant to

§ 230.415(a)(1)(x) of this chapter.

* * * * *

Part II— Information Not Required In

Prospectus

* * * * *

Signatures

Pursuant to the requirements of the

Securities Act of 1933 [and Section 12 of the

Securities Exchange Act of 1934], the

registrant certifies that it has reasonable

grounds to believe that it meets all of the

requirements for filing on Form S–3 and has

duly caused this registration statement to be

signed on its behalf by the undersigned,

thereunto duly authorized, in the City of

llllllllll, State of

llllllllll, on lllll, 19ll.

(Registrant) lllllllllllllll

By (Signature and Title) lllllllll

Pursuant to the requirements of the

Securities Act of 1933, this registration

statement has been signed by the following

persons in the capacities and on the dates

indicated.

(Signature) lllllllllllllll

(Title) lllllllllllllllll

(Date) llllllllllllllllll

Instructions

* * * * *

4. If a class of securities is being registered

concurrently under the Exchange Act, the

registrant should sign the registration

statement in accordance with the

requirements of both the Securities Act and

Section 12 of the Exchange Act.

18. By amending § 239.18 by revising

the section heading, by designating the

introductory text as paragraph (a), and

by adding paragraphs (b) and (c) to read

as follows:
30418 Federal Register / Vol. 61, No. 116 / Friday, June 14, 1996 / Proposed Rules

§ 239.18 Form S–11, for registration under

the Securities Act of 1933 and section 12 (b)

or (g) of the Securities Exchange Act of

1934 of securities of certain real estate

companies.

* * * * *

(b) Subject to paragraph (c) of this

section, this form may be used for

concurrent registration pursuant to

section 12(b) or (g) (15 U.S.C. 78l (b) or

(g)) of the Securities Exchange Act of

1934 (‘‘Exchange Act’’) of any class of

securities being registered on this form

under the Securities Act of 1933.

(c) If the registrant would be required

to file an annual report pursuant to

section 15(d) (15 U.S.C. 78o(d)) of the

Exchange Act for its last fiscal year,

except for the fact that the Exchange Act

registration on this form will become

effective before such report is required

to be filed, an annual report for such

fiscal year shall nevertheless be filed

within the period specified in the

appropriate annual report form.

19. By amending Form S–11

(referenced in § 239.18) by revising the

title to the form, by adding General

Instruction H, by revising the facing

page, by revising the signature

requirements in Part II (not including

the Instructions thereto), and by adding

paragraph 3. to the Instructions to

‘‘Signatures’’ to read as follows:

Note: The text of Form S–11 does not, and

the amendments thereto will not, appear in

the Code of Federal Regulations.

Form S–11

Securities and Exchange Commission,

Washington, DC 20549

Form S–11

For Registration Under the Securities Act of

1933 and Section 12 (b) or (g) of the

Securities Exchange Act of 1934 of Securities

of Certain Real Estate Companies

General Instructions

* * * * *

H. Registration Under the Securities

Exchange Act of 1934

(a) Subject to General Instruction H.(b), this

form may be used for concurrent registration

pursuant to section 12 (b) or (g) of the

Securities Exchange Act of 1934 (‘‘Exchange

Act’’) of any class of securities listed under

‘‘Title of each class of securities to be

registered’’ on the cover page of this

registration statement.

(b) If the registrant would be required to

file an annual report pursuant to section

15(d) of the Exchange Act for its last fiscal

year, except for the fact that the Exchange

Act registration on this form will become

effective before such report is required to be

filed, an annual report for such fiscal year

shall nevertheless be filed within the period

specified in the appropriate annual report

form.

(c) If a class of securities is concurrently

being registered under the Exchange Act, the

provisions of Rule 12d1–2 of the Exchange

Act apply with respect to the effectiveness of

the registration statement for Exchange Act

purposes.

(d) At least one complete, signed copy of

the registration statement shall be filed with

each exchange on which the securities are to

be registered.

(e) Concurrent registration under the

Exchange Act is not available when securities

being registered on this Form are to be

offered on a delayed basis pursuant to

§ 230.415(a)(1)(x) of this chapter.

Form S–11

Securities and Exchange Commission,

Washington, D.C. 20549

Form S–11

For Registration Statement Under the

Securities Act of 1933 and Section 12 (b) or

(g) of the Securities Exchange Act of

Securities of Certain Real Estate Companies

lllllllllllllllllllll

(Exact name of registrant as specified in

governing instruments)

lllllllllllllllllllll

(Address, including zip code, and telephone

number, including area code, of registrant’s

principal executive offices)

lllllllllllllllllllll

(Name, address, including zip code, and

telephone number, including area code, of

agent for service)

Approximate date of commencement of

proposed sale to the public

llllllllll.

If this Form is filed to register additional

securities for an offering pursuant to Rule

462(b) under the Securities Act, please check

the following box and list the Securities Act

registration statement number of the earlier

effective registration statement for the same

offering. [ ]

If this Form is a post-effective amendment

filed pursuant to Rule 462(c) under the

Securities Act, check the following box and

list the Securities Act registration statement

number of the earlier effective registration

statement for the same offering. [ ]

If this Form is a post-effective amendment

filed pursuant to Rule 462(d) under the

Securities Act, check the following box and

list the Securities Act registration statement

number of the earlier effective registration

statement for the same offering. [ ]

If delivery of the prospectus is expected to

be made pursuant to Rule 434, please check

the following box. [ ]

If any class of securities is to be

concurrently registered on this Form

pursuant to Section 12(b) of the Securities

Exchange Act of 1934 pursuant to General

Instruction H, please check the following

box. [ ]

Securities to be registered pursuant to

Section 12(b) of the Securities Exchange Act

of 1934:

Title of each class to be so registered

lllllllllllllllllllll

lllllllllllllllllllll

Name of each exchange on which each class

is to be registered

lllllllllllllllllllll

lllllllllllllllllllll

If any class of securities is to be

concurrently registered on this Form

pursuant to Section 12(g) of the Securities

Exchange Act of 1934 pursuant to General

Instruction H, please check the following

box. [ ]

Securities to be registered pursuant to

Section 12(g) of the Securities Exchange Act

of 1934:

lllllllllllllllllllll

(Title of class)

lllllllllllllllllllll

(Title of class)

CALCULATION OF REGISTRATION FEE

Title of securities being registered Amount being registered Proposed maximum offering price per unitProposed maximum aggregate offering price Amount of registration fee

Note: Specific details relating to the fee

calculation shall be furnished in notes to the

table, including references to provisions of

Rule 457 (§ 230.457 of this chapter) relied

upon, if the basis of the calculation is not

otherwise evident from the information

presented in the table. If the filing fee is

calculated pursuant to Rule 457(o) under the

Securities Act, only the title of the class of

securities to be registered, the proposed

maximum aggregate offering price for that

class of securities and the amount of

registration fee need to appear in the

Calculation of Registration Fee table. Any

difference between the dollar amount of
Federal Register / Vol. 61, No. 116 / Friday, June 14, 1996 / Proposed Rules 30419

securities registered for such offerings and

the dollar amount of securities sold may be

carried forward on a future registration

statement pursuant to Rule 429 under the

Securities Act.

* * * * *

Part II—Information Not Required In

Prospectus

* * * * *

Signatures

Pursuant to the requirements of the

Securities Act of 1933 [and Section 12 of the

Securities Exchange Act of 1934], the

registrant has duly caused this registration

statement to be signed on its behalf by the

undersigned, thereunto duly authorized, in

the City of llllllllll, State of

llllllllll, on lllll, 19ll.

(Registrant) lllllllllllllll

By (Signature and Title) lllllllll

Pursuant to the requirements of the

Securities Act of 1933, this registration

statement has been signed by the following

persons in the capacities and on the dates

indicated.

(Signature) lllllllllllllll

(Title) lllllllllllllllll

(Date) llllllllllllllllll

Instructions

* * * * *

3. If a class of securities is being registered

concurrently under the Exchange Act, the

registrant should sign the registration

statement in accordance with the

requirements of both the Securities Act and

Section 12 of the Exchange Act.

20. By amending § 239.25 by revising

the section heading, by designating the

introductory text as paragraph (a), and

by adding paragraph (b) to read as

follows:

§ 239.25 Form S–4, for the registration of

securities issued in business combination

transactions under the Securities Act of

1933 and section 12 (b) or (g) of the

Securities Exchange Act of 1934.

* * * * *

(b) Registrants may use this form to

register concurrently a class of securities

pursuant to section 12 (b) or (g) (15

U.S.C. 78l (b) or (g)) of the Securities

Exchange Act of 1934 (‘‘Exchange Act’’)

subject to the following:

(1) Subject to paragraph (b)(2) of this

section, this form may be used for

concurrent registration pursuant to

section 12 (b) or (g) (15 U.S.C. 78l (b) or

(g)) of the Exchange Act of any class of

securities being registered on this form

under the Securities Act of 1933.

(2) If the registrant would be required

to file an annual report pursuant to

section 15(d) of the Exchange Act for its

last fiscal year, except for the fact that

the Exchange Act registration on this

form will become effective before such

report is required to be filed, an annual

report for such fiscal year shall

nevertheless be filed within the period

specified in the appropriate annual

report form.

(3) Concurrent registration under the

Exchange Act is not available when

securities being registered on this Form

S–4 are to be offered on a delayed basis

pursuant to § 230.415(a)(1)(x) of this

chapter.

21. By amending Form S–4

(referenced in § 239.25) by revising the

title to the form and the facing page, by

adding General Instruction K, by

revising the signature requirements in

Part II (not including the Instructions

thereto), and by adding paragraph 4. to

the Instructions to ‘‘Signatures’’ to read

as follows:

Note: The text of Form S–4 does not, and

the amendments thereto will not, appear in

the Code of Federal Regulations.

Form S–4

Securities and Exchange Commission,

Washington, D.C. 20549

Form S–4

Registration Statement Under the Securities

Act of 1933 and Section 12(b) or (g) of the

Securities Exchange Act of 1934

lllllllllllllllllllll

(Exact name of registrant as specified in its

charter)

lllllllllllllllllllll

(State or other jurisdiction of incorporation

or organization)

lllllllllllllllllllll

(Primary Standard Industrial Classification

Code Number)

lllllllllllllllllllll

(I.R.S. Employer Identification No.)

lllllllllllllllllllll

(Address, including zip code, and telephone

number, including area code, of registrants’

principal executive offices)

lllllllllllllllllllll

(Name, address, including zip code, and

telephone number, including area code, of

agent for service)

Approximate date of commencement of

proposed sale of the securities to the public

llllllllll.

If the securities being registered on this

Form are being offered in connection with

the formation of a holding company and

there is compliance with General Instruction

G, check the following box. [ ]

If any class of securities is to be

concurrently registered on this Form

pursuant to Section 12(b) of the Securities

Exchange Act of 1934 pursuant to General

Instruction K, please check the following

box. [ ]

If this Form is a post-effective amendment

filed pursuant to Rule 462(d) under the

Securities Act, check the following box and

list the Securities Act registration statement

number of the earlier effective registration

statement for the same offering. [ ]

Securities to be registered pursuant to

Section 12(b) of the Securities Exchange Act

of 1934:

Title of each class to be so registered

lllllllllllllllllllll

lllllllllllllllllllll

Name of each exchange on which each class

is to be registered

lllllllllllllllllllll

lllllllllllllllllllll

If any class of securities is to be

concurrently registered on this Form

pursuant to Section 12(g) of the Securities

Exchange Act of 1934 pursuant to General

Instruction K, please check the following

box. [ ]

Securities to be registered pursuant to

Section 12(g) of the Securities Exchange Act

of 1934:

lllllllllllllllllllll

(Title of class)

lllllllllllllllllllll

(Title of class)

CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered Amount to registered Proposed maximum offering price per unitProposed maximum aggregate offering price Amount of registration fee

Note: Specific details relating to the fee

calculation shall be furnished in notes to the

table, including references to provisions of

Rule 457 (§ 230.457 of this chapter) relied

upon, if the basis of the calculation is not

otherwise evident from the information

presented in the table.
30420 Federal Register / Vol. 61, No. 116 / Friday, June 14, 1996 / Proposed Rules

General Instructions

* * * * *

K. Registration Under the Exchange Act

1. Subject to General Instruction K.2., this

form may be used for concurrent registration

pursuant to section 12 (b) or (g) of the

Exchange Act of any class of securities listed

under ‘‘Title of each class of securities to be

registered’’ on the cover page of this

registration statement.

2. If the registrant would be required to file

an annual report pursuant to section 15(d) of

the Exchange Act for its last fiscal year,

except for the fact that the Exchange Act

registration on this form will become

effective before such report is required to be

filed, an annual report for such fiscal year

shall nevertheless be filed within the period

specified in the appropriate annual report

form.

3. If a class of securities is concurrently

being registered under the Exchange Act, the

provisions of Rule 12d1–2 of the Exchange

Act apply with respect to the effectiveness of

the registration statement for Exchange Act

purposes.

4. At least one complete, signed copy of the

registration statement shall be filed with each

exchange on which the securities are to be

registered.

5. Concurrent registration under the

Exchange Act is not available when securities

being registered on this Form pursuant to

General Instruction H are to be offered on a

delayed basis pursuant to § 230.415(a)(1)(x)

of this chapter.

* * * * *

Part II—Information Not Required in

Prospectus

* * * * *

Signatures

Pursuant to the requirements of the

Securities Act of 1933 [and Section 12 of the

Securities Exchange Act of 1934], the

registrant has duly caused this registration

statement to be signed on its behalf by the

undersigned, thereunto duly authorized, in

the City of llllllllll, State of

lllll, onlllll 19ll.

(Registrant) lllllllllllllll

By (Signature and Title) lllllllll

Pursuant to the requirements of the

Securities Act of 1933, this registration

statement has been signed by the following

persons in the capacities and on the dates

indicated.

(Signature) lllllllllllllll

(Title) lllllllllllllllll

(Date) llllllllllllllllll

Instructions

* * * * *

4. If a class of securities is being registered

concurrently under the Exchange Act, the

registrant should sign the registration

statement in accordance with the

requirements of both the Securities Act and

Section 12 of the Exchange Act.

22 By amending § 239.31 by revising

the section heading and by adding

paragraph (c) to read as follows:

§ 239.31 Form F–1, registration statement

under the Securities Act of 1933 and

section 12(b) or (g) of the Securities

Exchange Act of 1934 for securities of

certain foreign private issuers.

* * * * *

(c) A registrant may use this form to

register concurrently a class of securities

pursuant to section 12(b) or (g) (15

U.S.C. 78l(b) or (g)) of the Securities

Exchange Act of 1934 (‘‘Exchange Act’’)

subject to the following:

(1) Subject to paragraph (c)(2) of this

section, this form may be used for

concurrent registration pursuant to

section 12(b) or (g) (15 U.S.C. 78l(b) or

(g)) of the Exchange Act of any class of

securities being registered on this form

under the Securities Act of 1933.

(2) If the registrant would be required

to file an annual report pursuant to

section 15(d) (15 U.S.C. 78o(d)) of the

Exchange Act for its last fiscal year,

except for the fact that the Exchange Act

registration on this form will become

effective before such report is required

to be filed, an annual report for such

fiscal year shall nevertheless be filed

within the period specified in the

appropriate annual report form.

23. By amending Form F–1

(referenced in § 239.31) by revising the

title to the form and the facing page, by

adding General Instruction VI, by

revising the signature requirements in

Part II (not including the Instructions

thereto), and by adding paragraph 3. to

the Instructions to ‘‘Signatures’’ to read

as follows:

Note: The text of Form F–1 does not, and

the amendments thereto will not, appear in

the Code of Federal Regulations.

Form F–1

Securities and Exchange Commission

Form F–1

Registration Statement Under the Securities

Act of 1933 and Section 12(b) or (g) of the

Securities Exchange Act of 1934

lllllllllllllllllllll

(Exact Name of Registrant as specified in its

charter)

lllllllllllllllllllll

(Translation of Registrant’s name into

English)

lllllllllllllllllllll

(State or other jurisdiction of incorporation

or organization)

lllllllllllllllllllll

(Primary Standard Industrial 1 Classification

Code Number)

lllllllllllllllllllll

I.R.S. Employer Identification No.)

lllllllllllllllllllll

(Address and telephone number of

Registrant’s principal executive offices)

lllllllllllllllllllll

(Name, address, and telephone number of

agent for service)

Approximate date of commencement of

proposed sale to the public

llllllllll.

If any of the securities being registered on

this Form are to be offered on a delayed or

continuous basis pursuant to Rule 415 under

the Securities Act of 1933, please check the

following box. [ ]

If this Form is filed to register additional

securities for an offering pursuant to Rule

462(b) under the Securities Act, please check

the following box and list the Securities Act

registration statement number of the earlier

effective registration statement for the same

offering. [ ]

If this Form is a post-effective amendment

filed pursuant to Rule 462(c) under the

Securities Act, check the following box and

list the Securities Act registration statement

number of the earlier effective registration

statement for the same offering. [ ]

If this Form is a post-effective amendment

filed pursuant to Rule 462(d) under the

Securities Act, check the following box and

list the Securities Act registration statement

number of the earlier effective registration

statement for the same offering. [ ]

If delivery of the prospectus is expected to

be made pursuant to Rule 434, please check

the following box. [ ]

If any class of securities is to be

concurrently registered on this Form

pursuant to Section 12(b) of the Securities

Exchange Act of 1934 pursuant to General

Instruction VI, please check the following

box. [ ]

Securities to be registered pursuant to

Section 12(b) of the Securities Exchange Act

of 1934:

Title of each class to be so registered

lllllllllllllllllllll

lllllllllllllllllllll

Name of each exchange on which each class

is to be registered

lllllllllllllllllllll

lllllllllllllllllllll

If any class of securities is to be

concurrently registered on this Form

pursuant to Section 12(g) of the Securities

Exchange Act of 1934 pursuant to General

Instruction VI, please check the following

box. [ ]

lllllllllllllllllllll

(Title of class)

lllllllllllllllllllll

(Title of class)
Federal Register / Vol. 61, No. 116 / Friday, June 14, 1996 / Proposed Rules 30421

CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered Amount to be registered Proposed maximum offering price per unitProposed maximum aggregate offering price Amount of registration fee

Note: Specific details relating to the fee

calculation shall be furnished in notes to the

table, including references to provisions of

Rule 457 (§ 230.457 of this chapter) relied

upon, if the basis of the calculation is not

otherwise evident from the information

presented in the table. If the filing fee is

calculated pursuant to Rule 457(o) under the

Securities Act, only the title of the class of

securities to be registered, the proposed

maximum aggregate offering price for that

class of securities and the amount of

registration fee need to appear in the

Calculation of Registration Fee table. Any

difference between the dollar amount of

securities registered for such offerings and

the dollar amount of securities sold may be

carried forward on a future registration

statement pursuant to Rule 429 under the

Securities Act.

General Instructions

* * * * *

VI. Registration Under the Securities

Exchange Act of 1934

A. Subject to General Instruction VI.B., this

form may be used for concurrent registration

pursuant to section 12 (b) or (g) of the

Securities Exchange Act of 1934 (‘‘Exchange

Act’’) of any class of securities listed under

‘‘Title of each class of securities to be

registered’’ on the cover page of this

registration statement.

B. If the registrant would be required to file

an annual report pursuant to section 15(d) of

the Exchange Act for its last fiscal year,

except for the fact that the Exchange Act

registration on this form will become

effective before such report is required to be

filed, an annual report for such fiscal year

shall nevertheless be filed within the period

specified in the appropriate annual report

form.

C. If a class of securities is concurrently

being registered under the Exchange Act, the

provisions of Rule 12d1–2 of the Exchange

Act apply with respect to the effectiveness of

the registration statement for Exchange Act

purposes.

D. At least one complete, signed copy of

the registration statement shall be filed with

each exchange on which the securities are to

be registered.

* * * * *

Part II—Information Not Required in

Prospectus

* * * * *

Signatures

Pursuant to the requirements of the

Securities Act of 1933 [and Section 12 of the

Securities Exchange Act of 1934], the

registrant certifies that it has reasonable

grounds to believe that it meets all of the

requirements for filing on Form F–1 and has

duly caused this registration statement to be

signed on its behalf by the undersigned,

thereunto duly authorized, in the City of

llllllllll, State of

llllllllll, on lllll, 19ll.

(Registrant) lllllllllllllll

By (Signature and Title) lllllllll

Pursuant to the requirements of the

Securities Act of 1933, this registration

statement has been signed by the following

persons in the capacities and on the dates

indicated.

(Signature) lllllllllllllll

(Title) lllllllllllllllll

(Date) llllllllllllllllll

Instructions

* * * * *

3. If a class of securities is being registered

concurrently under the Exchange Act, the

registrant should sign the registration

statement in accordance with the

requirements of both the Securities Act and

Section 12 of the Exchange Act.

* * * * *

24. By amending § 239.33 by revising

the section heading and introductory

text to § 239.33, by removing the phrase

‘‘Securities Exchange Act of 1934

(’Exchange Act’)’’ from paragraph (a)(1)

and in its place adding ‘‘Exchange Act’’

and by adding paragraph (c) to read as

follows:

§ 239.33 Form F–3, for registration under

the Securities Act of 1933 and section 12(b)

or (g) of the Securities Exchange Act of

1934 of securities of certain foreign private

issuers offered pursuant to certain types of

transactions.

This instruction sets forth registrant

requirements and transaction

requirements for the use of Form F–3.

Any foreign private issuer, as defined in

§ 230.405 of this chapter, which meets

the requirements of paragraph (a) of this

section (‘‘Registrant Requirements’’)

may use this Form F–3 for the

registration of securities under the

Securities Act of 1933 (‘‘Securities Act’’)

which are offered in any transaction

specified in paragraph (b) of this section

(‘‘Transaction Requirements’’), provided

that the requirements applicable to the

specified transaction are met. With

respect to majority-owned subsidiaries,

see Paragraph (a)(5) of this section. In

addition, this form may be used for the

concurrent registration of securities

pursuant to section 12(b) or (g) (15

U.S.C. 78l(b) or (g)) of the Securities

Exchange Act of 1934 (‘‘Exchange Act’’),

subject to paragraph (c) of this section

(‘‘Registration Pursuant to the Exchange

Act’’).

* * * * *

(c) Registration Pursuant to the

Exchange Act. Registrants may use this

form to register concurrently a class of

securities pursuant to section 12(b) or

(g) (15 U.S.C. 78l(b) or (g)) of the

Exchange Act subject to the following:

(1) Subject to paragraph (c)(2) of this

section, this form may be used for

concurrent registration pursuant to

section 12 (b) or (g) of the Exchange Act

of any class of securities being

registered on this form under the

Securities Act of 1933.

(2) If the registrant would be required

to file an annual report pursuant to

section 15(d) (15 U.S.C. 78o(d)) of the

Exchange Act for its last fiscal year,

except for the fact that the Exchange Act

registration on this form will become

effective before such report is required

to be filed, an annual report for such

fiscal year shall nevertheless be filed

within the period specified in the

appropriate annual report form.

(3) Concurrent registration under the

Exchange Act is not available when

securities being registered on this Form

pursuant to paragraphs (b)(1) and (b)(2)

of this section are to be offered on a

delayed basis pursuant to

§ 230.415(a)(1)(x) of this chapter.

25. By amending Form F–3

(referenced in § 239.33) by revising the

title to the form and the facing page, by

adding General Instruction V, by

amending the signature requirements in

Part II (not including the Instructions

thereto), and by adding paragraph 4. to

the Instructions to ‘‘Signatures’’ to read

as follows:

Note: The text of Form F–3 does not, and

the amendments thereto will not, appear in

the Code of Federal Regulations.
30422 Federal Register / Vol. 61, No. 116 / Friday, June 14, 1996 / Proposed Rules

Form F–3

Securities and Exchange Commission

Form F–3

Registration Statement Under the Securities

Act of 1933 and Section 12(b) or (g) of the

Securities Exchange Act of 1934

lllllllllllllllllllll

(Exact Name of Registrant as specified in its

charter)

lllllllllllllllllllll

(Translation of Registrant’s name into

English)

lllllllllllllllllllll

(State or other jurisdiction of incorporation

or organization)

lllllllllllllllllllll

(I.R.S. Employer Identification Number)

lllllllllllllllllllll

(Address and telephone number of

Registrant’s principal executive offices)

lllllllllllllllllllll

(Name, address, and telephone number of

agent for service)

Approximate date of commencement of

proposed sale to the public

llllllllll.

If the only securities being registered on

this Form are being offered pursuant to

dividend or interest reinvestment plans,

please check the following box. [ ]

If any of the securities being registered on

this Form are to be offered on a delayed or

continuous basis pursuant to Rule 415 under

the Securities Act of 1933, please check the

following box. [ ]

If this Form is filed to register additional

securities for an offering pursuant to Rule

462(b) under the Securities Act, please check

the following box and list the Securities Act

registration statement number of the earlier

effective registration statement for the same

offering. [ ]

If this Form is a post-effective amendment

filed pursuant to Rule 462(c) under the

Securities Act, check the following box and

list the Securities Act registration statement

number of the earlier effective registration

statement for the same offering. [ ]

If delivery of the prospectus is expected to

be made pursuant to Rule 434, please check

the following box. [ ]

If any class of securities is to be

concurrently registered on this Form

pursuant to Section 12(b) of the Securities

Exchange Act of 1934 pursuant to General

Instruction V, please check the following

box. [ ]

Securities to be registered pursuant to

Section 12(b) of the Securities Exchange Act

of 1934:

Title of each class to be so registered

lllllllllllllllllllll

lllllllllllllllllllll

Name of each exchange on which each

class is to be registered

lllllllllllllllllllll

lllllllllllllllllllll

If any class of securities is to be

concurrently registered on this Form

pursuant to Section 12(g) of the Securities

Exchange Act of 1934 pursuant to General

Instruction V, please check the following

box. [ ]

Securities to be registered pursuant to

Section 12(g) of the Securities Exchange Act

of 1934:

lllllllllllllllllllll

(Title of class)

lllllllllllllllllllll

(Title of class)

CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered Amount to be registered Proposed maximum offering price per unitProposed maximum aggregate offering price Amount of registration fee

Note: Specific details relating to the fee

calculation shall be furnished in notes to the

table, including references to provisions of

Rule 457 (§ 230.457 of this chapter) relied

upon, if the basis of the calculation is not

otherwise evident from the information

presented in the table. If the filing fee is

calculated pursuant to Rule 457(o) under the

Securities Act, only the title of the class of

securities to be registered, the proposed

maximum aggregate offering price for that

class of securities and the amount of

registration fee need to appear in the

‘‘Calculation of Registration Fee’’ table (‘‘Fee

Table’’). Where two or more classes of

securities are being registered pursuant to

General Instruction II.C, however, the Fee

Table need not specify by each class the

proposed maximum aggregate offering price

(See General Instruction II.C). Any difference

between the dollar amount of securities

registered for such offerings and the dollar

amount of securities sold may be carried

forward on a future registration statement

pursuant to Rule 429 under the Securities

Act.

General Instructions

* * * * *

V. Registration Under the Securities

Exchange Act of 1934

A. Subject to General Instruction V.B., this

form may be used for concurrent registration

pursuant to section 12(b) or (g) of the

Securities Exchange Act of 1934 (‘‘Exchange

Act’’) of any class of securities listed under

‘‘Title of each class of securities to be

registered’’ on the cover page of this

registration statement.

B. If the registrant would be required to file

an annual report pursuant to section 15(d) of

the Exchange Act for its last fiscal year,

except for the fact that the Exchange Act

registration on this form will become

effective before such report is required to be

filed, an annual report for such fiscal year

shall nevertheless be filed within the period

specified in the appropriate annual report

form.

C. If a class of securities is concurrently

being registered under the Exchange Act, the

provisions of Rule 12d1–2 of the Exchange

Act apply with respect to the effectiveness of

the registration statement for Exchange Act

purposes.

D. At least one complete, signed copy of

the registration statement shall be filed with

each exchange on which the securities are to

be registered.

E. Concurrent registration under the

Exchange Act is not available when securities

being registered on this Form pursuant to

General Instruction I.B.I and I.B.2. are to be

offered on a delayed basis pursuant to

§ 230.415(a)(1)(x) of this chapter.

* * * * *

Part II— Information Not Required in

Prospectus

* * * * *

Signatures

Pursuant to the requirements of the

Securities Act of 1933 [and Section 12 of the

Securities Exchange Act of 1934], the

registrant certifies that it has reasonable

grounds to believe that it meets all of the

requirements for filing on Form F–3 and has

duly caused this registration statement to be

signed on its behalf by the undersigned,

thereunto duly authorized, in the City of

llllllllll, State

ofllllllllll, on lllll,

19ll.

(Registrant) lllllllllllllll

By (Signature and Title) lllllllll

Pursuant to the requirements of the

Securities Act of 1933, this registration

statement has been signed by the following

persons in the capacities and on the dates

indicated.

(Signature) lllllllllllllll

(Title) lllllllllllllllll

(Date) llllllllllllllllll
Federal Register / Vol. 61, No. 116 / Friday, June 14, 1996 / Proposed Rules 30423

Instructions

* * * * *

4. If a class of securities is being registered

concurrently under the Exchange Act, the

registrant should sign the registration

statement in accordance with the

requirements of both the Securities Act and

Section 12 of the Exchange Act.

26. By amending § 239.34 by revising

the section heading, by designating the

introductory text of § 239.34 as

paragraph (a), by redesignating

paragraphs (a) through (e) as paragraphs

(a)(1) through (a)(5), and by adding

paragraph (b) to read as follows:

§ 239.34 Form F–4, for the registration

under the Securities Act of 1933 and

section 12(b) or (g) of the Securities

Exchange Act of 1934 of securities of

foreign private issuers issued in certain

business combination transactions.

* * * * *

(b) Registrants may use this form to

register concurrently a class of securities

pursuant to section 12(b) or (g) (15

U.S.C. 78l(b) or (g)) of the Securities

Exchange Act of 1934 (‘‘Exchange Act’’)

subject to the following:

(1) Subject to paragraph (b)(2) of this

section, this Form F–4 may be used for

concurrent registration pursuant to

section 12(b) or (g) of the Exchange Act

of any class of securities being

registered on this form under the

Securities Act of 1933;

(2) If the registrant would be required

to file an annual report pursuant to

section 15(d) (15 U.S.C. 78o(d)) of the

Exchange Act for its last fiscal year,

except for the fact that the Exchange Act

registration on this Form F–4 will

become effective before such report is

required to be filed, an annual report for

such fiscal year shall nevertheless be

filed within the period specified in the

appropriate annual report form; and

(3) Concurrent registration under the

Exchange Act is not available when

securities being registered on this Form

are to be offered on a delayed basis

pursuant to § 230.415(a)(1)(x) of this

chapter.

27. By amending Form F–4

(referenced in § 239.34) by revising the

title to the form and the facing page, by

adding General Instruction H, by

revising the signature requirements in

Part II (not including the Instructions

thereto), and by adding paragraph 4. to

the Instructions to ‘‘Signatures’’ to read

as follows:

Note: The text of Form F–4 does not, and

the amendments thereto will not, appear in

the Code of Federal Regulations.

Form F–4

Securities and Exchange Commission

Form F–4

Registration Statement Under the Securities

Act of 1933 and Section 12(b) or (g) of the

Securities Exchange Act of 1934

lllllllllllllllllllll

(Exact Name of Registrant as specified in its

charter)

lllllllllllllllllllll

(Translation of Registrant’s name into

English)

lllllllllllllllllllll

(State or other jurisdiction of incorporation

or organization)

lllllllllllllllllllll

(Primary Standard Industrial Classification

Code Number)

lllllllllllllllllllll

(Address, including zip code, and telephone

number, including area code, of Registrant’s

principal executive offices)

lllllllllllllllllllll

(Name, address, including zip code, and

telephone number, including area code, of

agent for service)

Approximate date of commencement of

proposed sale of the securities to the public

llllllllll.

If this Form is a post-effective amendment

filed pursuant to Rule 462(d) under the

Securities Act, check the following box and

list the Securities Act registration statement

number of the earlier effective registration

statement for the same offering. [ ]

If any class of securities is to be

concurrently registered on this Form

pursuant to Section 12(b) of the Securities

Exchange Act of 1934 pursuant to General

Instruction H, please check the following

box. [ ]

Securities to be registered pursuant to

Section 12(b) of the Securities Exchange Act

of 1934:

Title of each class to be so registered

lllllllllllllllllllll

lllllllllllllllllllll

Name of each exchange on which each class

is to be registered

lllllllllllllllllllll

lllllllllllllllllllll

If any class of securities is to be

concurrently registered on this Form

pursuant to Section 12(g) of the Securities

Exchange Act of 1934 pursuant to General

Instruction H, please check the following

box. [ ]

Securities to be registered pursuant to

Section 12(g) of the Securities Exchange Act

of 1934:

lllllllllllllllllllll

(Title of class)

lllllllllllllllllllll

(Title of class)

CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered Amount to be registered Proposed maximum offering price per unitProposed maximum aggregate offering price Amount of registration fee

Note: Specific details relating to the fee

calculation shall be furnished in notes to the

table, including references to provisions of

Rule 457 (§ 230.457 of this chapter) relied

upon, if the basis of the calculation is not

otherwise evident from the information

presented in the table.

General Instructions

* * * * *

H. Registration Under the Securities

Exchange Act of 1934

1. Subject to General Instruction H.2., this

form may be used for concurrent registration

pursuant to section 12 (b) or (g) of the

Exchange Act of any class of securities listed

under ‘‘Title of each class of securities to be

registered’’ on the cover page of this

registration statement.

2. If the registrant would be required to file

an annual report pursuant to section 15(d) of

the Exchange Act for its last fiscal year,

except for the fact that the Exchange Act

registration on this form will become

effective before such report is required to be

filed, an annual report for such fiscal year

shall nevertheless be filed within the period

specified in the appropriate annual report

form.

3. If a class of securities is concurrently

being registered under the Exchange Act, the

provisions of Rule 12d1–2 of the Exchange

Act apply with respect to the effectiveness of

the registration statement for Exchange Act

purposes.

4. At least one complete, signed copy of the

registration statement shall be filed with each
30424 Federal Register / Vol. 61, No. 116 / Friday, June 14, 1996 / Proposed Rules

exchange on which the securities are to be

registered.

5. Concurrent registration under the

Exchange Act is not available when securities

being registered on this Form pursuant to

General Instruction F are to be offered on a

delayed basis pursuant to § 230.415(a)(1)(x)

of this chapter.

* * * * *

Part II—Information Not Required in

Prospectus

* * * * *

Signatures

Pursuant to the requirements of the

Securities Act of 1933 [and Section 12 of the

Securities Exchange Act of 1934], the

registrant has duly caused this registration

statement to be signed on its behalf by the

undersigned, thereunto duly authorized, in

the City of lllllllll, State of

llllllllll, on lllll, 19ll.

(Registrant) lllllllllllllll

By (Signature and Title) lllllllll

Pursuant to the requirements of the

Securities Act of 1933, this registration

statement has been signed by the following

persons in the capacities and on the dates

indicated.

(Signature) lllllllllllllll

(Title) lllllllllllllllll

(Date) llllllllllllllllll

Instructions

* * * * *

4. If a class of securities is being registered

concurrently under the Exchange Act, the

registrant should sign the registration

statement in accordance with the

requirements of both the Securities Act and

Section 12 of the Exchange Act.

§ 239.61 [Removed and Reserved]

28. By removing and reserving

§ 239.61 and by removing Form SR.

29. By revising § 239.500 to read as

follows:

§ 239.500 Form D, notice of sales of

securities under Regulation D.

An issuer offering or selling securities

in reliance on Regulation D (§ 230.501

through § 230.508 of this chapter) shall

prepare a notice on Form D promptly

after the first sale of securities. The

issuer shall retain the notice until three

years after the date of the first sale of

securities. Upon request, the issuer shall

furnish to the Commission or its staff a

copy of the Form D notice.

30. By amending Form D (referenced

in § 239.500) by revising the General

Instructions to read as follows:

Note: The text of Form D does not, and the

amendments thereto will not, appear in the

Code of Federal Regulations.

Form D

* * * * *

General Instructions

Federal

Who Must Prepare: All issuers making an

offering of securities in reliance on an

exemption under Regulation D, 17 CFR

230.501 et seq., should prepare this notice

promptly after the first sale of securities.

Recordkeeping Requirement: The issuer

shall retain this notice until three years after

the date of the first sale of securities. Upon

request, the issuer shall furnish to the

Commission or its staff a copy of the Form

D notice.

State

This notice shall be used to indicate

reliance on the Uniform Limited Offering

Exemption (ULOE) for sales of securities in

those states that have adopted ULOE and that

have adopted this Form. Issuers relying on

ULOE must file a separate notice with the

Securities Administrator in each state where

sales are to be, or have been, made. If a state

requires the payment of a fee as a

precondition to the claim for the exemption,

a fee in the proper amount shall accompany

this Form. This notice shall be filed in the

appropriate states in accordance with state

law. The Appendix to the notice constitutes

a part of this notice and must be completed.

* * * * *

PART 240—GENERAL RULES AND

REGULATIONS, SECURITIES

EXCHANGE ACT OF 1934

31. The authority citation for Part 240

continues to read in part as follows:

Authority: 15 U.S.C. 77c, 77d, 77g, 77j,

77s, 77eee, 77ggg, 77nnn, 77sss, 77ttt, 78c,

78d, 78i, 78j, 78l, 78m, 78n, 78o, 78p, 78q,

78s, 78w, 78x, 78ll(d), 79q, 79t, 80a–20, 80a–

23, 80a–29, 80a–37, 80b–3, 80b–4 and 80b–

11, unless otherwise noted.

* * * * *

32. By adding § 240.12a–8 to read as

follows:

§ 240.12a–8 Exemption of depositary

shares.

Depositary shares (as that term is

defined in § 240.12b–2) registered on

Form F–6 (§ 239.36 of this chapter), but

not the underlying deposited securities,

shall be exempt from the operation of

section 12(a) of the Act (15 U.S.C.

78l(a)).

33. By revising the undesignated

subject heading preceding § 240.12d1–1

to read as follows:

Certification by Exchanges and

Effectiveness of Registration

* * * * *

34. By amending § 240.12d1–2 by

revising paragraph (b) and adding

paragraphs (c) and (d) to read as follows:

§ 240.12d1–2 Effectiveness of registration.

* * * * *

(b) A registration statement on Form

8–A (17 CFR 249.208a) shall become

effective:

(1) With respect to a class of securities

registered pursuant to section 12(b) of

the Act (15 U.S.C. 78l(b)), upon the later

of receipt by the Commission of

certification from the national securities

exchange or the filing of the Form 8–A

with the Commission; or

(2) With respect to a class of securities

registered pursuant to section 12(g) of

the Act (15 U.S.C. 78l(g)), upon the

filing of Form 8–A with the

Commission.

(c) A registration statement that

concurrently registers a class of

securities under the Securities Act of

1933 and section 12(b) (15 U.S.C. 78l(b))

of the Act shall become effective

pursuant to the Act at the later of either

the effectiveness of the registration

statement pursuant to the Securities Act

of 1933 or receipt by the Commission of

certification by the exchange.

(d) A registration statement that

concurrently registers a class of

securities under the Securities Act of

1933 and section 12(g) (15 U.S.C. 78l(g))

of the Act shall become effective

pursuant to the Act at the same time as

the effectiveness of the registration

statement pursuant to the Securities Act

of 1933.

35. By amending § 240.12g-3 by

revising paragraphs (a) and (b), by

redesignating paragraph (c) as paragraph

(d), by adding paragraph (c) to read as

follows:

§ 240.12g–3 Registration of securities of

successor issuers.

(a) Where in connection with a

succession by merger, consolidation,

exchange of securities or acquisition of

assets, securities of an issuer, not

previously registered pursuant to

section 12 of the Act (15 U.S.C. 78l), are

issued to the holders of any class of

securities of another issuer that is

registered pursuant to either section 12

(b) or (g) of the Act (15 U.S.C. 78l(b) or

(g)), the class of securities so issued

shall be deemed to be registered under

the same paragraph of section 12 of the

Act unless upon consummation of the

succession such class is exempt from

such registration other than by

§ 240.12g3–2 or all securities of such

class are held of record by less than 300

persons or the securities issued in

connection with the succession were

registered on Form F–8 or Form F–80

(§ 239.38 or § 239.41 of this chapter) and

following succession the successor

would not be required to register such

class of securities under section 12 of

the Act but for this section.

(b) Where in connection with a

succession by merger, consolidation,

exchange of securities or acquisition of

assets, securities of an issuer, that are
Federal Register / Vol. 61, No. 116 / Friday, June 14, 1996 / Proposed Rules 30425

not registered pursuant to section 12 of

the Act (15 U.S.C. 78l), are issued to the

holders of any class of securities of

another issuer that is required to file a

registration statement pursuant to either

section 12(b) or (g) of the Act (15 U.S.C.

78l(b) or (g)) but has not yet done so, the

duty to file such statement shall be

deemed to have been assumed by the

issuer of the class of securities so issued

and such issuer shall file a registration

statement pursuant to the same

paragraph of section 12 of the Act with

respect to such class within the period

of time the predecessor issuer would

have been required to file such a

statement unless upon consummation of

the succession such class is exempt

from such registration other than by

§ 240.12g3–2 or all securities of such

class are held of record by less than 300

persons or the securities issued in

connection with the succession were

registered on Form F–8 or Form F–80

(§ 239.38 or § 239.41) and following the

succession the successor would not be

required to register such class of

securities under section 12 of the Act

but for this section.

(c) Where in connection with a

succession by merger, consolidation,

exchange of securities or acquisition of

assets, securities of an issuer not

previously registered pursuant to

section 12 of the Act (15 U.S.C. 78l) are

issued to the holders of classes of

securities of more than one other issuer

that are each registered pursuant to

section 12 of the Act, the class of

securities so issued shall be deemed to

be registered under section 12 of the Act

unless upon consummation of the

succession such class is exempt from

such registration other than by

§ 240.12g3–2 or all securities of such

class are held of record by less than 300

persons or the securities issued in

connection with the succession were

registered on Form F–8 or Form F–80

(§ 239.38 or § 239.41 of this chapter) and

following succession the successor

would not be required to register such

class of securities under section 12 of

the Act but for this section. If the classes

of securities issued by each of the

predecessor issuers are registered under

the same paragraph of section 12 of the

Act, the class of securities issued by the

successor issuer will be deemed

registered under the same paragraph of

section 12 of the Act. If the classes of

securities issued by the predecessor

issuers each are registered under

different paragraphs of section 12 of the

Act, then the successor issuer shall

indicate in the Form 8–K (§ 249.308)

report filed with the Commission in

connection with the succession,

pursuant to the requirements of Form

K–8, the paragraph of section 12 of the

Act under which the class of securities

issued by the successor issuer will be

deemed registered.

* * * * *

36. By revising paragraph (a) of

§ 240.15d-5 to read as follows:

§ 240.15d–5 Reporting by successor

issuers.

(a) Where in connection with a

succession by merger, consolidation,

exchange of securities or acquisition of

assets, securities of any issuer that is not

required to file reports pursuant to

Section 15(d) (15 U.S.C. 78o(d)) of the

Act are issued to the holders of any

class of securities of another issuer that

is required to file such reports, the duty

to file reports pursuant to such section

shall be deemed to have been assumed

by the issuer of the class of securities so

issued and such issuer shall after the

consummation of the succession file

reports in accordance with such section,

and the rules and regulations

thereunder unless such issuer is exempt

from filing such reports or the duty to

file such reports is suspended under

said section.

* * * * *

PART 249—FORMS, SECURITIES

EXCHANGE ACT OF 1934

37. The authority citation for Part 249

continues to read in part as follows:

Authority 15 U.S.C. 78a, et seq., unless

otherwise noted;

* * * * *

38. By amending § 249.208a by

revising paragraph (c) and adding

paragraph (d) to read as follows:

§ 249.208a Form 8–A, for registration of

certain classes of securities pursuant to

section 12 (b) or (g) of the Securities

Exchange Act of 1934.

* * * * *

(c) If this form is used for the

registration of a class of securities

pursuant to Section 12(b) of this Act (15

U.S.C. 78l(b)), it shall become effective

upon the later of receipt by the

Commission of certification from the

national securities exchange or the filing

of the Form 8–A with the Commission.

(d) If this form is used for the

registration of securities pursuant to

Section 12(g) of the Act (15 U.S.C.

78l(g)), it shall become effective upon

filing with the Commission.

39. By amending Form 8–A

(referenced in § 249.208a) by revising

paragraph (c) of General Instruction A,

by adding paragraph (d) to General

Instruction A, by revising the two check

boxes on the cover page, and by revising

‘‘Item 1’’ under ‘‘Information Required

In Registration Statement’’ before the

Instruction to read as follows:

Note: The text of Form 8–A does not, and

the amendments will not, appear in the Code

of Federal Regulations.

Form 8–A

For Registration of Certain Classes of

Securities Pursuant to Section 12 (b) or (g)

of the Securities Exchange Act of 1934

GENERAL INSTRUCTIONS

* * * * *

A. Rule as to Use of Form 8–A.

* * * * *

(c) If this form is used for the registration

of a class of securities pursuant to Section

12(b) of the Exchange Act, it shall become

effective upon the later of receipt by the

Commission of certification from the

exchange or the filing of the Form 8–A with

the Commission.

(d) If this form is used for the registration

of securities pursuant to Section 12(g) of the

Act, it shall become effective upon filing

with the Commission.

* * * * *

Securities And Exchange Commission,

Washington, DC 20549

Form 8–A

For Registration of Certain Classes of

Securities Pursuant to Section 12 (b) or (g)

of the Securities Exchange Act of 1934

* * * * *

If this form relates to the registration of

securities pursuant to Section 12(b) of the

Exchange Act and is effective pursuant to

General Instruction A.(c), please check the

following box. [ ]

If this form relates to the registration of

securities pursuant to Section 12(g) of the

Exchange Act and is effective pursuant to

General Instruction A.(d), please check the

following box. [ ]

* * * * *

Information Required in Registration

Statement

Item 1. Description of Registrant’s Securities

to be Registered

Furnish the information required by Item

202 of Regulation S–K (§ 229.202 of this

chapter). Small business issuers may furnish

the information required by Item 202 of

Regulation S–B (§ 228.202 of this chapter).

* * * * *

§ 249.208b [Removed and Reserved]

40. By removing and reserving

§ 249.208b and by removing Form 8–B.

41. By amending Form 20–F

(referenced in § 249.220f) by adding

paragraph (d) to Item 9 of Part I

preceding the Instructions to read as

follows:

Note: The text of Form 20–F does not, and

the amendments thereto will not, appear in

the Code of Federal Regulations.
30426 Federal Register / Vol. 61, No. 116 / Friday, June 14, 1996 / Proposed Rules

Form 20–F

* * * * *

Part I

* * * * *

Item 9. Management’s Discussion and

Analysis of Financial Condition and Results

of Operations

* * * * *

(d) Use of proceeds.

As required by Rule 463 (17 CFR 230.463)

under the Securities Act of 1933 (‘‘Securities

Act’’), following the effective date of the first

registration statement filed under the

Securities Act by an issuer, the issuer or

successor issuer shall report the use of

proceeds on its first annual report filed

pursuant to Sections 13(a) and 15(d) of the

Exchange Act after effectiveness of its

Securities Act registration statement, and

thereafter on each of its subsequent annual

reports filed pursuant to Sections 13(a) and

15(d) of the Exchange Act through the later

of the application of the offering proceeds, or

the termination of the offering. To the extent

that a report of the use of proceeds is

required with respect to the first effective

registration statement of the predecessor

issuer, the successor issuer shall provide

such a report. The information provided

pursuant to paragraphs (d)(2) through (d)(4)

of this Item need only be provided with

respect to the first annual report filed

pursuant to Sections 13(a) and 15(d) of the

Exchange Act after effectiveness of the

registration statement filed under the

Securities Act. Subsequent annual reports

filed pursuant to Sections 13(a) and 15(d) of

the Exchange Act need only provide the

information required in paragraphs (d)(2)

through (d)(4) of this Item if any of such

required information has changed since the

last annual report filed. In disclosing the use

of proceeds in the first of such reports filed

pursuant to the Exchange Act, the issuer or

successor issuer should include the following

information:

(1) The effective date of the Securities Act

registration statement for which the report is

being made, the Commission file number

assigned to the registration statement, and, if

applicable, the first six (6) digits of its CUSIP

number;

(2) If the offering has commenced, the

offering date, and if the offering has not

commenced, an explanation why it has not;

(3) If the offering terminated before any

securities were sold, an explanation for such

termination; and

(4) If the offering did not terminate before

any securities were sold, disclose:

(i) Whether the offering terminated prior to

the sale of all securities registered;

(ii) The name(s) of the managing

underwriter(s), if any;

(iii) The title of each class of securities

registered and, where a class of convertible

securities is being registered, the title of any

class of securities into which such securities

may be converted;

(iv) For each class of securities (other than

a class of securities into which a class of

convertible securities registered may be

converted without additional payment to the

issuer) the following information, provided

for both the account of the issuer and the

account(s) of any selling security holder(s):

the amount registered, the aggregate price of

the offering amount registered, the amount

sold and the aggregate offering price of the

amount sold to date;

(v) From the effective date of the Securities

Act registration statement to the ending date

of the reporting period, the amount of

expenses incurred for the issuer’s account in

connection with the issuance and

distribution of the securities registered for

underwriting discounts and commissions,

finders’ fees, expenses paid to or for

underwriters, other expenses and total

expenses. Indicate whether such payments

were: (A) direct or indirect payments to

directors, officers, general partners of the

issuer or their associates; to persons owning

ten (10) percent or more of any class of equity

securities of the issuer; and to affiliates of the

issuer; or (B) direct or indirect payments to

others. If the issuer is providing a reasonable

estimate for the amount of expenses incurred,

the issuer should indicate which figures

provided are estimates;

(vi) The net offering proceeds to the issuer

after deducting the total expenses described

in paragraph (d)(4)(v);

(vii) From the effective date of the

Securities Act registration statement to the

ending date of the reporting period, the

amount of net offering proceeds to the issuer

used for construction of plant, building and

facilities; purchase and installation of

machinery and equipment; purchases of real

estate; acquisition of other business(es);

repayment of indebtedness; working capital;

temporary investments; and any other

purposes for which at least five (5) percent

of the issuer’s total proceeds or $50,000

(whichever is less) has been used. Indicate

whether such payments were: (A) direct or

indirect payments to directors, officers,

general partners of the issuer or their

associates; to persons owning ten (10)

percent or more of any class of equity

securities of the issuer; and to affiliates of the

issuer; or (B) direct or indirect payments to

others. If the issuer is providing a reasonable

estimate for the amount of net offering

proceeds applied, the issuer should indicate

which figures provided are estimates; and

(viii) If the use of proceeds in paragraph

(d)(4)(vii) of this Item represents a material

change in the use of proceeds described in

the prospectus, the issuer should describe

briefly the material change.

* * * * *

42. By amending Form 10–Q

(referenced in § 249.308a) by adding

paragraph (d) to Item 2 of Part II

preceding the Instruction to read as

follows:

Note: The text of Form 10–Q does not, and

the amendments thereto will not, appear in

the Code of Federal Regulations.

United States Securities and Exchange

Commission,Washington, D.C. 20549

Form 10–Q

* * * * *

Part II—Other Information

* * * * *

Item 2. Changes in Securities

* * * * *

(d) As required by Rule 463 (17 CFR

230.463) of the Securities Act of 1933

(‘‘Securities Act’’), following the effective

date of the first registration statement filed

under the Securities Act by an issuer, the

issuer or successor issuer shall report the use

of proceeds on its first periodic report filed

pursuant to Sections 13(a) and 15(d) of the

Securities Exchange Act of 1934 (the ‘‘Act’’)

after effectiveness of its Securities Act

registration statement, and thereafter on each

of its subsequent reports filed pursuant to

Sections 13(a) and 15(d) of the Act through

the later of the application of the offering

proceeds, or the termination of the offering.

To the extent that a report of the use of

proceeds is required with respect to the first

effective registration statement of the

predecessor issuer, the successor issuer shall

provide such a report. The information

provided pursuant to paragraphs (d)(2)

through (d)(4) of this Item need only be

provided with respect to the first periodic

report filed pursuant to Sections 13(a) and

15(d) of the Act after effectiveness of the

registration statement filed under the

Securities Act. Subsequent periodic reports

filed pursuant to Sections 13(a) and 15(d) of

the Act need only provide the information

required in paragraphs (d)(2) through (d)(4)

of this Item if any of such required

information has changed since the last

periodic report filed. In disclosing the use of

proceeds in the first of such reports filed

pursuant to the Act, the issuer or successor

issuer should include the following

information:

(1) The effective date of the Securities Act

registration statement for which the report is

being made, the Commission file number

assigned to the registration statement, and, if

applicable, the first six (6) digits of its CUSIP

number;

(2) If the offering has commenced, the

offering date, and if the offering has not

commenced, an explanation why it has not;

(3) If the offering terminated before any

securities were sold, an explanation for such

termination; and

(4) If the offering did not terminate before

any securities were sold, disclose:

(i) Whether the offering terminated prior to

the sale of all securities registered;

(ii) The name(s) of the managing

underwriter(s), if any;

(iii) The title of each class of securities

registered and, where a class of convertible

securities is being registered, the title of any

class of securities into which such securities

may be converted;

(iv) For each class of securities (other than

a class of securities into which a class of

convertible securities registered may be

converted without additional payment to the

issuer) the following information, provided

for both the account of the issuer and the

account(s) of any selling security holder(s):

the amount registered, the aggregate price of

the offering amount registered, the amount

sold and the aggregate offering price of the

amount sold to date;

(v) From the effective date of the Securities

Act registration statement to the ending date

of the reporting period, the amount of
Federal Register / Vol. 61, No. 116 / Friday, June 14, 1996 / Proposed Rules 30427

expenses incurred for the issuer’s account in

connection with the issuance and

distribution of the securities registered for

underwriting discounts and commissions,

finders’ fees, expenses paid to or for

underwriters, other expenses and total

expenses. Indicate whether such payments

were: (A) direct or indirect payments to

directors, officers, general partners of the

issuer or their associates; to persons owning

ten (10) percent or more of any class of equity

securities of the issuer; and to affiliates of the

issuer; or (B) direct or indirect payments to

others. If the issuer is providing a reasonable

estimate for the amount of expenses incurred,

the issuer should indicate which figures

provided are estimates;

(vi) The net offering proceeds to the issuer

after deducting the total expenses described

in paragraph (d)(4)(v);

(vii) From the effective date of the

Securities Act registration statement to the

ending date of the reporting period, the

amount of net offering proceeds to the issuer

used for construction of plant, building and

facilities; purchase and installation of

machinery and equipment; purchases of real

estate; acquisition of other business(es);

repayment of indebtedness; working capital;

temporary investments; and any other

purposes for which at least five (5) percent

of the issuer’s total proceeds or $50,000

(whichever is less) has been used. Indicate

whether such payments were: (A) direct or

indirect payments to directors, officers,

general partners of the issuer or their

associates; to persons owning ten (10)

percent or more of any class of equity

securities of the issuer; and to affiliates of the

issuer; or (B) direct or indirect payments to

others. If the issuer is providing a reasonable

estimate for the amount of net offering

proceeds applied, the issuer should indicate

which figures provided are estimates; and

(viii) If the use of proceeds in paragraph

(d)(4)(vii) of this Item represents a material

change in the use of proceeds described in

the prospectus, the issuer should describe

briefly the material change.

* * * * *

43. By amending Form 10–QSB

(referenced in § 249.308b) by adding

paragraph (d) to Item 2 of Part II

preceding the Instruction to read as

follows:

Note: The text of Form 10–QSB does not,

and the amendments thereto will not, appear

in the Code of Federal Regulations.

Form 10–QSB

* * * * *

Part II—Other Information

* * * * *

Item 2. Changes in Securities

* * * * *

(d) As required by Rule 463 (17 CFR

230.463) of the Securities Act of 1933

(‘‘Securities Act’’), following the effective

date of the first registration statement filed

under the Securities Act by an issuer, the

issuer or successor issuer shall report the use

of proceeds on its first periodic report filed

pursuant to Sections 13(a) and 15(d) of the

Securities Exchange Act of 1934 (the ‘‘Act’’)

after effectiveness of its Securities Act

registration statement, and thereafter on each

of its subsequent reports filed pursuant to

Sections 13(a) and 15(d) of the Act through

the later of the application of the offering

proceeds, or the termination of the offering.

To the extent that a report of the use of

proceeds is required with respect to the first

effective registration statement of the

predecessor issuer, the successor issuer shall

provide such a report. The information

provided pursuant to paragraphs (d)(2)

through (d)(4) of this Item need only be

provided with respect to the first periodic

report filed pursuant to Sections 13(a) and

15(d) of the Act after effectiveness of the

registration statement filed under the

Securities Act. Subsequent periodic reports

filed pursuant to Sections 13(a) and 15(d) of

the Act need only provide the information

required in paragraphs (d)(2) through (d)(4)

of this Item if any of such required

information has changed since the last

periodic report filed. In disclosing the use of

proceeds in the first of such reports filed

pursuant to the Act, the issuer or successor

issuer should include the following

information:

(1) The effective date of the Securities Act

registration statement for which the report is

being made, the Commission file number

assigned to the registration statement, and, if

applicable, the first six (6) digits of its CUSIP

number;

(2) If the offering has commenced, the

offering date, and if the offering has not

commenced, an explanation why it has not;

(3) If the offering terminated before any

securities were sold, an explanation for such

termination; and

(4) If the offering did not terminate before

any securities were sold, disclose:

(i) Whether the offering terminated prior to

the sale of all securities registered;

(ii) The name(s) of the managing

underwriter(s), if any;

(iii) The title of each class of securities

registered and, where a class of convertible

securities is being registered, the title of any

class of securities into which such securities

may be converted;

(iv) For each class of securities (other than

a class of securities into which a class of

convertible securities registered may be

converted without additional payment to the

issuer) the following information, provided

for both the account of the issuer and the

account(s) of any selling security holder(s):

the amount registered, the aggregate price of

the offering amount registered, the amount

sold and the aggregate offering price of the

amount sold to date;

(v) From the effective date of the Securities

Act registration statement to the ending date

of the reporting period, the amount of

expenses incurred for the issuer’s account in

connection with the issuance and

distribution of the securities registered for

underwriting discounts and commissions,

finders’ fees, expenses paid to or for

underwriters, other expenses and total

expenses. Indicate whether such payments

were: (A) direct or indirect payments to

directors, officers, general partners of the

issuer or their associates; to persons owning

ten (10) percent or more of any class of equity

securities of the issuer; and to affiliates of the

issuer; or (B) direct or indirect payments to

others. If the issuer is providing a reasonable

estimate for the amount of expenses incurred,

the issuer should indicate which figures

provided are estimates;

(vi) The net offering proceeds to the issuer

after deducting the total expenses described

in paragraph (d)(4)(v) of this Item;

(vii) From the effective date of the

Securities Act registration statement to the

ending date of the reporting period, the

amount of net offering proceeds to the issuer

used for construction of plant, building and

facilities; purchase and installation of

machinery and equipment; purchases of real

estate; acquisition of other business(es);

repayment of indebtedness; working capital;

temporary investments; and any other

purposes for which at least five (5) percent

of the issuer’s total proceeds or $50,000

(whichever is less) has been used. Indicate

whether such payments were: (A) direct or

indirect payments to directors, officers,

general partners of the issuer or their

associates; to persons owning ten (10)

percent or more of any class of equity

securities of the issuer; and to affiliates of the

issuer; or (B) direct or indirect payments to

others. If the issuer is providing a reasonable

estimate for the amount of net offering

proceeds applied, the issuer should indicate

which figures provided are estimates; and

(viii) If the use of proceeds in paragraph

(d)(4)(vii) of this Item represents a material

change in the use of proceeds described in

the prospectus, the issuer should describe

briefly the material change.

* * * * *

44. By amending Form 10–K

(referenced in § 249.310), Item 5 of Part

II by redesignating the current text as

paragraph (a) and by adding paragraph

(b) to read as follows:

Note: The text of Form 10–K does not, and

the amendments thereto will not, appear in

the Code of Federal Regulations.

Form 10–K

* * * * *

Part II

Item 5. Market for Registrant’s Common

Equity and Related Stockholder Matters

* * * * *

(b) As required by Rule 463 (17 CFR

230.463) of the Securities Act of 1933

(‘‘Securities Act’’), following the effective

date of the first registration statement filed

under the Securities Act by an issuer, the

issuer or successor issuer shall report the use

of proceeds on its first periodic report filed

pursuant to Sections 13(a) and 15(d) of the

Securities Exchange Act of 1934 (the ‘‘Act’’)

after effectiveness of its Securities Act

registration statement, and thereafter on each

of its subsequent reports filed pursuant to

Sections 13(a) and 15(d) of the Act through

the later of the application of the offering

proceeds, or the termination of the offering.

To the extent that a report of the use of

proceeds is required with respect to the first

effective registration statement of the

predecessor issuer, the successor issuer shall
30428 Federal Register / Vol. 61, No. 116 / Friday, June 14, 1996 / Proposed Rules

provide such a report. The information

provided pursuant to paragraphs (b)(2)

through (b)(4) of this Item need only be

provided with respect to the first periodic

report filed pursuant to Sections 13(a) and

15(d) of the Act after effectiveness of the

registration statement filed under the

Securities Act. Subsequent periodic reports

filed pursuant to Sections 13(a) and 15(d) of

the Act need only provide the information

required in paragraphs (b)(2) through (b)(4) of

this Item if any of such required information

has changed since the last periodic report

filed. In disclosing the use of proceeds in the

first of such reports filed pursuant to the Act,

the issuer or successor issuer should include

the following information:

(1) The effective date of the Securities Act

registration statement for which the report is

being made, the Commission file number

assigned to the registration statement, and, if

applicable, the first six (6) digits of its CUSIP

number;

(2) If the offering has commenced, the

offering date, and if the offering has not

commenced, an explanation why it has not;

(3) If the offering terminated before any

securities were sold, an explanation for such

termination; and

(4) If the offering did not terminate before

any securities were sold, disclose:

(i) Whether the offering terminated prior to

the sale of all securities registered;

(ii) The name(s) of the managing

underwriter(s), if any;

(iii) The title of each class of securities

registered and, where a class of convertible

securities is being registered, the title of any

class of securities into which such securities

may be converted;

(iv) For each class of securities (other than

a class of securities into which a class of

convertible securities registered may be

converted without additional payment to the

issuer) the following information, provided

for both the account of the issuer and the

account(s) of any selling security holder(s):

the amount registered, the aggregate price of

the offering amount registered, the amount

sold and the aggregate offering price of the

amount sold to date;

(v) From the effective date of the Securities

Act registration statement to the ending date

of the reporting period, the amount of

expenses incurred for the issuer’s account in

connection with the issuance and

distribution of the securities registered for

underwriting discounts and commissions,

finders’ fees, expenses paid to or for

underwriters, other expenses and total

expenses. Indicate whether such payments

were: (A) direct or indirect payments to

directors, officers, general partners of the

issuer or their associates; to persons owning

ten (10) percent or more of any class of equity

securities of the issuer; and to affiliates of the

issuer; or (B) direct or indirect payments to

others. If the issuer is providing a reasonable

estimate for the amount of expenses incurred,

the issuer should indicate which figures

provided are estimates;

(vi) The net offering proceeds to the issuer

after deducting the total expenses described

in paragraph (b)(4)(v) of this Item;

(vii) From the effective date of the

Securities Act registration statement to the

ending date of the reporting period, the

amount of net offering proceeds to the issuer

used for construction of plant, building and

facilities; purchase and installation of

machinery and equipment; purchases of real

estate; acquisition of other business(es);

repayment of indebtedness; working capital;

temporary investments; and any other

purposes for which at least five (5) percent

of the issuer’s total proceeds or $50,000

(whichever is less) has been used. Indicate

whether such payments were: (A) direct or

indirect payments to directors, officers,

general partners of the issuer or their

associates; to persons owning ten (10)

percent or more of any class of equity

securities of the issuer; and to affiliates of the

issuer; or (B) direct or indirect payments to

others. If the issuer is providing a reasonable

estimate for the amount of net offering

proceeds applied, the issuer should indicate

which figures provided are estimates; and

(viii) If the use of proceeds in paragraph

(b)(4)(vii) of this Item represents a material

change in the use of proceeds described in

the prospectus, the issuer should describe

briefly the material change.

* * * * *

45. By amending Form 10–KSB

(referenced in § 249.310b), Item 5 of Part

II by redesignating the current text as

paragraph (a) and by adding paragraph

(b) to read as follows:

Note: The text of Form 10–KSB does not,

and the amendments thereto will not, appear

in the Code of Federal Regulations.

Form 10–KSB

* * * * *

Part II

Item 5. Market for Common Equity and

Related Stockholder Matters

* * * * *

(b) As required by Rule 463 (17 CFR

230.463) of the Securities Act of 1933

(‘‘Securities Act’’), following the effective

date of the first registration statement filed

under the Securities Act by an issuer, the

issuer or successor issuer shall report the use

of proceeds on its first periodic report filed

pursuant to Sections 13(a) and 15(d) of the

Securities Exchange Act of 1934 (the ‘‘Act’’)

after effectiveness of its Securities Act

registration statement, and thereafter on each

of its subsequent reports filed pursuant to

Sections 13(a) and 15(d) of the Act through

the later of the application of the offering

proceeds, or the termination of the offering.

To the extent that a report of the use of

proceeds is required with respect to the first

effective registration statement of the

predecessor issuer, the successor issuer shall

provide such a report. The information

provided pursuant to paragraphs (b)(2)

through (b)(4) of this Item need only be

provided with respect to the first periodic

report filed pursuant to Sections 13(a) and

15(d) of the Act after effectiveness of the

registration statement filed under the

Securities Act. Subsequent periodic reports

filed pursuant to Sections 13(a) and 15(d) of

the Act need only provide the information

required in paragraphs (b)(2) through (b)(4) of

this Item if any of such required information

has changed since the last periodic report

filed. In disclosing the use of proceeds in the

first of such reports filed pursuant to the Act,

the issuer or successor issuer should include

the following information:

(1) The effective date of the Securities Act

registration statement for which the report is

being made, the Commission file number

assigned to the registration statement, and, if

applicable, the first six (6) digits of its CUSIP

number;

(2) If the offering has commenced, the

offering date, and if the offering has not

commenced, an explanation why it has not;

(3) If the offering terminated before any

securities were sold, an explanation for such

termination; and

(4) If the offering did not terminate before

any securities were sold, disclose:

(i) Whether the offering terminated prior to

the sale of all securities registered;

(ii) The name(s) of the managing

underwriter(s), if any;

(iii) The title of each class of securities

registered and, where a class of convertible

securities is being registered, the title of any

class of securities into which such securities

may be converted;

(iv) For each class of securities (other than

a class of securities into which a class of

convertible securities registered may be

converted without additional payment to the

issuer) the following information, provided

for both the account of the issuer and the

account(s) of any selling security holder(s):

the amount registered, the aggregate price of

the offering amount registered, the amount

sold and the aggregate offering price of the

amount sold to date;

(v) From the effective date of the Securities

Act registration statement to the ending date

of the reporting period, the amount of

expenses incurred for the issuer’s account in

connection with the issuance and

distribution of the securities registered for

underwriting discounts and commissions,

finders’ fees, expenses paid to or for

underwriters, other expenses and total

expenses. Indicate whether such payments

were: (A) direct or indirect payments to

directors, officers, general partners of the

issuer or their associates; to persons owning

ten (10) percent or more of any class of equity

securities of the issuer; and to affiliates of the

issuer; or (B) direct or indirect payments to

others. If the issuer is providing a reasonable

estimate for the amount of expenses incurred,

the issuer should indicate which figures

provided are estimates;

(vi) The net offering proceeds to the issuer

after deducting the total expenses described

in paragraph (b)(4)(v) of this Item;

(vii) From the effective date of the

Securities Act registration statement to the

ending date of the reporting period, the

amount of net offering proceeds to the issuer

used for construction of plant, building and

facilities; purchase and installation of

machinery and equipment; purchases of real

estate; acquisition of other business(es);

repayment of indebtedness; working capital;

temporary investments; and any other

purposes for which at least five (5) percent

of the issuer’s total proceeds or $50,000

(whichever is less) has been used. Indicate

whether such payments were: (A) direct or
Federal Register / Vol. 61, No. 116 / Friday, June 14, 1996 / Proposed Rules 30429

indirect payments to directors, officers,

general partners of the issuer or their

associates; to persons owning ten (10)

percent or more of any class of equity

securities of the issuer; and to affiliates of the

issuer; or (B) direct or indirect payments to

others. If the issuer is providing a reasonable

estimate for the amount of net offering

proceeds applied, the issuer should indicate

which figures provided are estimates; and

(viii) If the use of proceeds in paragraph

(b)(4)(vii) of this Item represents a material

change in the use of proceeds described in

the prospectus, the issuer should describe

briefly the material change.

* * * * *

PART 239—FORMS PRESCRIBED

UNDER THE SECURITIES ACT OF 1933

PART 274—FORMS PRESCRIBED

UNDER THE INVESTMENT COMPANY

ACT OF 1940

46. The authority citation for Part 274

continues to read as follows:

Authority: 15 U.S.C. 77f, 77g, 77h, 77j, 77s,

78c(b), 78l, 78m, 78n, 78o(d), 80a–8, 80a–24,

and 80a–29, unless otherwise noted.

* * * * *

47. By amending §§ 239.14 and

274.11a–1 to add a new sentence at the

end of the section to read as follows:

§ 239.14 Form N–2, for closed end

management investment companies

registered on Form N–8A.

§ 274.11a–1 Form N–2, registration

statement of closed-end management

investment companies.

* * * In addition, this form may be

used for the concurrent registration of

securities pursuant to section 12 of the

Securities Exchange Act of 1934 (15

U.S.C. 78l).

48. By amending Form N–2

(referenced in § 239.14 and 274.11a–1)

on the facing page by adding after the

check box heading ‘‘Amendment No.

lll’’ two check boxes; following the

‘‘Calculation of Registration Fee Table’’

and before ‘‘Instructions’’ two line item

descriptions; adding a second paragraph

to General Instruction A; and in the

signature requirements in Part C before

the phrase ‘‘and/or the Investment

Company Act of 1940’’ adding the

parenthetical ‘‘(and Section 12 of the

Securities Exchange Act of 1934)’’ to

read as follows:

Note: The text of Form N–2 does not, and

the amendments thereto will not, appear in

the Code of Federal Regulations.

Form N–2

* * * * *

[ ] REGISTRATION STATEMENT

PURSUANT TO SECTION 12(b) UNDER

THE SECURITIES EXCHANGE ACT OF

1934

[ ] REGISTRATION STATEMENT

PURSUANT TO SECTION 12(g) UNDER

THE SECURITIES EXCHANGE ACT OF

1934

* * * * *

Securities to be registered pursuant to

Section 12(b) of the Securities Exchange Act

of 1934:

Title of each class to be so registered

lllllllllllllllllllll

lllllllllllllllllllll

Name of each exchange on which each class

is to be registered

lllllllllllllllllllll

lllllllllllllllllllll

Securities to be registered pursuant to

Section 12(g) of the Securities Exchange Act

of 1934:

Title of each class to be so registered

lllllllllllllllllllll

lllllllllllllllllllll

Name of each exchange on which each class

is to be registered

lllllllllllllllllllll

lllllllllllllllllllll

* * * * *

General Instructions

A. Use of Form N–2

* * * * *

Form N–2 may be used for concurrent

registration pursuant to Sections 12 (b) or

12(g) of the Securities Exchange Act of 1934

[15 U.S.C. 78l(b) or (g)]. Registrants that

intend to list their securities on an exchange

shall file at least one complete signed copy

of the registration statement with each

exchange on which securities are to be

registered.

* * * * *

By the Commission.

Dated: May 31, 1996.

Jonathan G. Katz,

Secretary.

[FR Doc. 96–14183 Filed 6–13–96; 8:45 am]

BILLING CODE 8010–01–P