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

Rule 12b-23 -- Incorporation by Reference

---

1. Except for information filed as an exhibit which is covered by Rule 12b-32, information may be incorporated by reference in answer, or partial answer, to any item of a registration statement or report subject to the following provisions:
   
   
   1. Financial statements incorporated by reference shall satisfy the requirements of the form or report in which they are incorporated. Financial statements or other financial data required to be given in comparative form for two or more fiscal years or periods shall not be incorporated by reference unless the material incorporated by reference includes the entire period for which the comparative data is given;
      
      
   2. Information in any part of the registration statement or report may be incorporated by reference in answer, or partial answer, to any other item of the registration statement or report; and
      
      
   3. Copies of any information or financial statement incorporated into a registration statement or report by reference, or copies of the pertinent pages of the document containing such information or statement, shall be filed as an exhibit to the statement or report, except that:
      
      
      1. A proxy or information statement incorporated by reference in response to Part III of Form 10-K and Form 10-KSB ; and
         
         
      2. a form of prospectus filed pursuant to Rule 424(b) under the Securities Act incorporated by reference in response to Item 1 of Form 8-A need not be filed as an exhibit.
         
      3. Information filed on Form 8-K need not be filed as an exhibit.
         
2. Any incorporation by reference of matter pursuant to this section shall be subject to the provisions of Item 10(f) of Regulation S-B and Item 10(d) of Regulation S-K restricting incorporation by reference of documents which incorporate by reference other information. Material incorporated by reference shall be clearly identified in the reference by page, paragraph, caption or otherwise. Where only certain pages of a document are incorporated by reference and filed as an exhibit, the document from which the material is taken shall be clearly identified in the reference. An express statement that the specified matter is incorporated by reference shall be made at the particular place in the statement or report where the information is required. Matter shall not be incorporated by reference in any case where such incorporation would render the statement or report incomplete, unclear or confusing.
   
   

	Notice to Users: The Deskbook is made available with the understanding that the University of Cincinnati College of Law is not engaged in rendering legal, accounting or other professional services. If legal advice or other expert assistance is required, the services of a competent professional person should be sought. See Terms and Conditions of Use.   © Copyright 1998-2009, University of Cincinnati, All Rights Reserved  Contact: ronald.jones@uc.edu