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General Rules and Regulations
Securities Exchange Act of 1934
Rule 240.15g-100 Schedule 15G -- Information to Be Included in the Document
Distributed Pursuant to Rule 15g-2
Securities and Exchange Commission
Washington, DC 20549
Under the Securities Exchange Act of 1934
Instructions to Schedule 15G
- Schedule 15G (Schedule) may be provided to customers in its entirety either on
paper or electronically. It may also be provided to customers electronically
through a link to the SEC’s Web site.
- If the Schedule is sent in paper form, the format and
typeface of the Schedule must be reproduced exactly as presented. For example,
that are capitalized must remain capitalized, and words that are underlined
or bold must remain underlined or bold. The typeface must be clear and
easy to read. The Schedule may be reproduced either by photocopy or by
- If the Schedule is sent electronically, the e-mail containing
must have as a subject line “Important Information on Penny Stocks.”
The Schedule reproduced in the text of the e-mail must be clear, easy-toread
type presented in a manner reasonably calculated to draw the
customer’s attention to the language in the document, especially words
that are capitalized, underlined or in bold.
- If the Schedule is sent electronically using a
hyperlink to the SEC Web site, the e-mail containing the hyperlink must have as a subject
“Important Information on Penny Stocks.” Immediately before the
hyperlink, the text of the e-mail must reproduce the following statement in
clear, easy-to-read type presented in a manner reasonably calculated to
draw the customer’s attention to the words: “We are required by the U.S.
Securities and Exchange Commission to give you the following disclosure
statement: http://www.sec.gov/investor/schedule15g.htm. It explains
some of the risks of investing in penny stocks. Please read it carefully
before you agree to purchase or sell a penny stock.”
- Regardless of how the Schedule is provided to the customer, the communication
must also provide the name, address, telephone number and e-mail address of the
broker. E-mail messages may also include any privacy or confidentiality
information that the broker routinely includes in e-mail messages sent to
customers. No other information may be included in these communications, other
than instructions on how to provide a signed and dated acknowledgement of
receipt of the Schedule.
- The document entitled “Important Information on Penny Stocks” must be
distributed as Schedule 15G and must be no more than two pages in length if
provided in paper form.
- The disclosures made through the Schedule are in addition to any other
disclosures that are required under the federal securities laws.
- Recipients of the document must not be charged any fee for the
- The content of the Schedule is as follows:
Important Information on Penny Stocks
The U.S. Securities and Exchange Commission (SEC) requires your broker to give this
statement to you, and to obtain your signature to show that you have received it, before
your first trade in a penny stock. This statement contains important information – and
you should read it carefully before you sign it, and before you decide to purchase or sell a
In addition to obtaining your signature, the SEC requires your broker to wait at least two
business days after sending you this statement before executing your first trade to give
you time to carefully consider your trade.
Penny stocks can be very risky.
- Penny stocks are low-priced shares of small companies. Penny stocks may trade
infrequently – which means that it may be difficult to sell penny stock shares once you
have them. Because it may also be difficult to find quotations for penny stocks, they may
be impossible to accurately price. Investors in penny stock should be
prepared for the
possibility that they may lose their whole investment.
- While penny stocks generally trade over-the-counter, they may also trade on U.S.
securities exchanges, facilities of U.S. exchanges, or foreign exchanges. You should
learn about the market in which the penny stock trades to determine how much demand
there is for this stock and how difficult it will be to sell. Be especially careful if your
broker is offering to sell you newly issued penny stock that has no established trading
- The securities you are considering have not been approved or disapproved by the SEC.
Moreover, the SEC has not passed upon the fairness or the merits of this transaction nor
upon the accuracy or adequacy of the information contained in any prospectus or any
other information provided by an issuer or a broker or dealer.
Information you should get.
- In addition to this statement, your broker is required to give you a statement of your
financial situation and investment goals explaining why his or her firm has determined that
penny stocks are a suitable investment for you. In addition, your broker is required to obtain
your agreement to the proposed penny stock transaction.
- Before you buy penny stock, federal law requires your salesperson to tell you the “offer”
and the “bid” on the stock, and the “compensation” the salesperson and the firm receive
for the trade. The firm also must send a confirmation of these prices to you after the
trade. You will need this price information to determine what profit or loss, if any, you
will have when you sell your stock.
- The offer price is the wholesale price at which the dealer is willing to sell stock to other
dealers. The bid price is the wholesale price at which the dealer is willing to buy the
stock from other dealers. In its trade with you, the dealer may add a retail charge to these
wholesale prices as compensation (called a “markup” or “markdown”).
(called a "markup" or "markdown").
- The difference between the bid and the offer price is the dealer’s “spread.” A spread that
is large compared with the purchase price can make a resale of a stock very costly. To be
profitable when you sell, the bid price of your stock must rise above the amount of this
spread and the compensation charged by both your selling and purchasing dealers. Remember
that if the dealer has no bid price, you may not be able to sell the stock after
you buy it, and may lose your whole investment.
- After you buy penny stock, your brokerage firm must send you a monthly account
statement that gives an estimate of the value of each penny stock in your account, if there
is enough information to make an estimate. If the firm has not bought or sold any penny
stocks for your account for six months, it can provide these statements every three
- Additional information about low-priced securities – including penny stocks – is
available on the SEC’s Web site at http://www.sec.gov/investor/pubs/microcapstock.htm.
In addition, your broker will send you a copy of this information upon request. The SEC
encourages you to learn all you can before making this investment.
Brokers' duties and customer's rights and remedies.
- Remember that your salesperson is not an impartial advisor – he or she is being paid to
sell you stock. Do not rely only on the salesperson, but seek outside advice before you
buy any stock. You can get the disciplinary history of a salesperson or firm from NASD
at 1-800-289-9999 or contact NASD via the Internet at www.nasd.com. You can also get
additional information from your state securities official. The North American Securities
Administrators Association, Inc. can give you contact information for your state. You
can reach NASAA at (202) 737-0900 or via the Internet at www.nasaa.org
- If you have problems with a salesperson, contact the firm’s compliance officer. You can
also contact the securities regulators listed above. Finally, if you are a victim of fraud,
you may have rights and remedies under state and federal law. In addition to the
regulators listed above, you also may contact the SEC with complaints at (800) SEC-
0330 or via the Internet at firstname.lastname@example.org.
57 FR 18035, Apr. 28, 1992, as amended at 57 FR 31446, July 16, 1992; 58 FR 37417,
July 12, 1993; 70 FR 40614, 40632, July 13, 2005.
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