1. (a) When notice is not an offer. For purposes of section 5 of the Act (15 U.S.C. 77e) only, an issuer or a selling security holder (and any person acting on behalf of either of them) that publishes through any medium a notice of a proposed offering to be registered under the Act will not be deemed to offer its securities for sale through that notice if:

   1. (1) Legend. The notice includes a statement to the effect that it does not constitute an offer of any securities for sale; and

   2. (2) Limited notice content. The notice otherwise includes no more than the following information:

      1. (i) The name of the issuer;
      2. (ii) The title, amount and basic terms of the securities offered;
      3. (iii) The amount of the offering, if any, to be made by selling security holders;
      4. (iv) The anticipated timing of the offering;
      5. (v) A brief statement of the manner and the purpose of the offering, without naming the underwriters;
      6. (vi) Whether the issuer is directing its offering to only a particular class of purchasers;
      7. (vii) Any statements or legends required by the laws of any state or foreign country or administrative authority; and

      8. (viii) In the following offerings, the notice may contain additional information, as follows:

         1. (A) Rights offering. In a rights offering to existing security holders:

            (1) The class of security holders eligible to subscribe;

            (2) The subscription ratio and expected subscription price;

            (3) The proposed record date;

            (4) The anticipated issuance date of the rights; and

            (5) The subscription period or expiration date of the rights offering.

         2. (B) Offering to employees. In an offering to employees of the issuer or an affiliated company:

            (1) The name of the employer;

            (2) The class of employees being offered the securities;

            (3) The offering price; and

            (4) The duration of the offering period.

         3. (C) Exchange offer. In an exchange offer:

            (1) The basic terms of the exchange offer;

            (2) The name of the subject company;

            (3) The subject class of securities sought in the exchange offer.

         4. (D) Rule 145(a) offering. In a § 230.145(a) offering:

            (1) The name of the person whose assets are to be sold in exchange for the securities to be offered;

            (2) The names of any other parties to the transaction;

            (3) A brief description of the business of the parties to the transaction;

            (4) The date, time and place of the meeting of security holders to vote on or consent to the transaction; and

            (5) A brief description of the transaction and the basic terms of the transaction.

2. (b) Corrections of misstatements about the offering. A person that publishes a notice in reliance on this section may issue a notice that contains no more information than is necessary to correct inaccuracies published about the proposed offering.

Note to § 230.135: Communications under this section relating to business combination transactions must be filed as required by § 230.425(b).

[64 FR 61449, Nov. 10, 1999]