| Securities Lawyer's Deskbook
of Cincinnati College of Law
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General Rules and Regulations
Securities Act of 1933
Regulation S -- Preliminary Notes
- The following rules relate solely to the application of Section
5 of the Securities Act of 1933 (the Act) and not to antifraud or other
provisions of the federal securities laws.
- In view of the objective of these rules and the policies underlying
the Act, Regulation S is not available with respect to any transaction or series
of transactions that, although in technical compliance with these rules, is part
of a plan or scheme to evade the registration provisions of the Act. In such cases,
registration under the Act is required.
- Nothing in these rules obviates the need for any issuer or any other
person to comply with the securities registration or broker-dealer registration requirements
of the Securities Exchange Act (the Exchange Act), whenever such requirements
- Nothing in these rules obviates the need to comply with any applicable
state law relating to the offer and sale of securities.
- Attempted compliance with any rule in Regulation S does not act as an
exclusive election; a person making an offer or sale of securities may also claim
the availability of any applicable exemption from the registration requirements of
the Act. The availability of the Regulation S safe harbor to offers and sales that
occur outside of the United States will not be affected by the subsequent offer and
sale of these securities into the United States or to U.S. persons during the distribution
compliance period, as long as the subsequent offer and sale are made pursuant to
registration or an exemption therefrom under the Act.
- Regulation S is available only for offers and sales of securities outside
the United States. Securities acquired overseas, whether or not pursuant to Regulation
S, may be resold in the United States only if they are registered under the Act or
an exemption from registration is available.
- Nothing in these rules precludes access by journalists for publications
with a general circulation in the United States to offshore press conferences, press
releases and meetings with company press spokespersons in which an offshore offering
or tender offer is discussed, provided that the information is made available to
the foreign and United States press generally and is not intended to induce purchases
of securities by persons in the United States or tenders of securities by United
States holders in the case of exchange offers. Where applicable, issuers and bidders
may also look to Rule 135e and Rule 14d-1(c) of this chapter. Where applicable, issuers
and bidders may also look to Rule 135e and Rule
- The provisions of this Regulation S shall not apply to offers and sales
of securities issued by open-end investment companies or unit investment trusts registered
or required to be registered or closed-end investment companies required to be registered,
but not registered, under the Investment Company Act of 1940 (the 1940 Act).