Securities Lawyer's Deskbook                          published by The University of Cincinnati College of Law

Rule 135 -- Notice of Proposed Registered Offerings

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1. When notice is not an offer. For purposes of section 5 of the Act 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. Legend. The notice includes a statement to the effect that it does not constitute an offer of any securities for sale; and
      
      
   2. Limited notice content. The notice otherwise includes no more than the following information:
      
      
      1. The name of the issuer;
         
         
      2. The title, amount and basic terms of the securities offered;
         
         
      3. The amount of the offering, if any, to be made by selling security holders;
         
         
      4. The anticipated timing of the offering;
         
         
      5. A brief statement of the manner and the purpose of the offering, without naming the underwriters;
         
         
      6. Whether the issuer is directing its offering to only a particular class of purchasers;
         
         
      7. Any statements or legends required by the laws of any state or foreign country or administrative authority; and
         
         
      8. In the following offerings, the notice may contain additional information, as follows:
         
         
         1. 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. 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. 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. Rule 145(a) offering. In a Rule 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. 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.
   
   

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   Note to Rule 135:
   
   Communications under this section relating to business combination transactions must be filed as required by Rule 425(b).

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