NY Bus Corp L § 1603 (2021)
2021 New York Laws BSC - Business Corporation Article 16 - Security Takeover Disclosure Act 1603 - Contents of Registration Statement.

§ 1603. Contents of registration statement.  (a)  The  registration  statement  required  to  be  filed pursuant to subdivision (a) of section sixteen hundred two  of  this  article  shall include:   1. Copies  of  all prospectuses, brochures, advertisements, circulars, letters, or other matter by means  of  which  the  offeror  proposes  to disclose to offerees all information material to a decision to accept or reject the offer;   2. The  identity  and  background  of  all persons on whose behalf the acquisition of any equity security of the target company has been or  is to be effected;   3. The  exact  title  and number of shares outstanding of the class of equity securities being sought, the  number  of  such  securities  being sought and the consideration being offered therefor;   4. The source and amount of funds or other consideration used or to be used  in acquiring any equity security, including a statement describing any securities, other than the existing capital stock or long term  debt of  the  offeror,  which  are  being  offered in exchange for the equity securities of the target company and also including copies of  all  loan or  credit  agreements  and  letters of commitment used or to be used to secure financing for the acquisition  of  any  equity  security  of  the target company;   5. A  statement  of  any  plans  or  proposals which the offeror, upon gaining control, may have to liquidate  the  target  company,  sell  its assets,  effect a merger or consolidation of it, or make any other major change in its business, corporate structure,  management  personnel,  or policies of employment;   6.  The  number of shares of any equity security of the target company of which each offeror is beneficial or record owner or has  a  right  to acquire,  directly  or indirectly, together with the name and address of each person defined in this section as an offeror;   7. Particulars as to any contracts, arrangements, or understandings to which an offeror is party with respect to any  equity  security  of  the target  company,  including  without  limitation transfers of any equity security, joint ventures, loans or option arrangements, puts and  calls, guarantees  of  loan,  guarantees  against  loss, guarantees of profits, division of losses or profits, or the giving or withholding of  proxies, naming   the   persons   with  whom  such  contracts,  arrangements,  or understandings have been entered into;   8. Complete information on the  organization  and  operations  of  the offeror,  including without limitation the year of organization, form of organization, jurisdiction in which it is organized,  a  description  of each  class  of  the  offeror's capital stock and of its long term debt, financial statements for the current  period  and  for  the  three  most recent  annual  accounting  periods,  a  description  of  pending  legal proceedings other than routine litigation to which the offeror or any of its subsidiaries is a party or of which any of  their  property  is  the subject,  a  brief description of the business done and projected by the offeror and  its  subsidiaries  and  the  general  development  of  such business  over  the  past  five  years,  the  names of all directors and executive officers together with biographical summaries of each for  the preceding three years to date;   9.  A  statement  as to the potential impact, if any, of the offeror's plans or proposals on the residents of New  York  state,  including  any material  change  in  the  location  of  the target company's offices or business activities within this state; any plant or facility relocation; any plant  or  facility  closings;  any  significant  reduction  in  the workforce  at an individual plant or facility; any other material change  in the number, job classification,  compensation,  or  other  terms  and conditions  of  employment  of persons employed by the target company in this state; any material change  in  the  relationships  of  the  target company  with  suppliers  or  customers  within this state, or any other material changes in the target company's business, corporate  structure, management,  personnel  or  activities  which  would  have a substantial impact on residents of this state;   10. Particulars as to any pension plans; profit sharing plans; savings plans;  educational   opportunities;   relocation   adjustments;   labor relations  records,  including  violations of the federal national labor relations act, occupational safety and health act of  1970,  fair  labor standards  act,  or  employee  retirement  and  income  security act, as amended, finally  adjudicated  or  settled  within  five  years  of  the commencement of the takover bid; earnings and dividend growth; community activities;    and   charitable,   cultural,   educational   and   civic contributions of the offeror;   11. If the offeror is a natural  person,  information  concerning  his identity   and   background,   including  without  limitation  financial statements for the current and three preceding years, a  description  of his  business activities and affiliations during that time period, and a description of any pending legal or  administrative  proceedings,  other than  routine and immaterial litigation, to which the offeror is a party or of which any of his property is the subject; and   12. If debt securities or preferred stock are either  offered  in  the takeover  bid  or  used as a source of funds in making the takeover bid, the investment rating, if any, by a generally recognized rating  service of such debt security or preferred stock.  (b)  If  any  material  change  occurs  in  the facts set forth in the registration statement required by subdivision (a)  of  section  sixteen hundred  two of this article, the offeror who filed such statement shall promptly notify the attorney general and  the  target  company  of  such change  in  writing or by telephone confirmed in writing and shall amend the registration statement to reflect such change promptly but not later than the date such change is first published, sent or given to offerees.  (c) The attorney general may permit the omission  of  any  information required  by  subdivision  (a)  of  this  section  to be included in the registration  statement  if  he  determines  that  such  information  is immaterial or otherwise unnecessary for the protection of offerees.