2023 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.