General Rules and Regulations
promulgated
under the
Securities Act of 1933
Rule 236 -- Exemption of Shares Offered in Connection with Certain Transactions
Shares of stock or similar security offered to provide funds to be distributed
to shareholders of the issuer of such securities in lieu of issuing fractional shares,
scrip certificates or order forms, in connection with a stock dividend, stock split,
reverse stock split, conversion, merger or similar transaction, shall be exempt from
registration under the Act if the following conditions are met:
The issuer of such shares is required to file and has
filed reports with the Commission pursuant to Section
13 or 15(d) of the Securities Exchange Act
of 1934.
The aggregate gross proceeds from the sale of all shares
offered in connection with the transaction for the purpose of providing such funds
does not exceed $300,000.
At least ten days prior to the offering of the
shares, the issuer shall furnish to the Commission in writing the following
information:
that it proposes to offer shares in reliance upon
the exemption provided by this rule;
the estimated number of shares to be so offered;
the aggregate market value of such shares as of the
latest practicable date; and
a brief description of the transaction in connection
with which the shares are to be offered.
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