[Title 17 CFR 230.134]
[Code of Federal Regulations (annual edition) - April 1, 2007 Edition]
[Title 17 - COMMODITY AND SECURITIES EXCHANGES]
[Chapter II - SECURITIES AND EXCHANGE COMMISSION]
[Part 230 - GENERAL RULES AND REGULATIONS, SECURITIES]
[Sec. 230.134 - Communications not deemed a prospectus.]
[From the U.S. Government Printing Office]


17COMMODITY AND SECURITIES EXCHANGES22007-04-012007-04-01false230.134Sec. 230.134COMMODITY AND SECURITIES EXCHANGESSECURITIES AND EXCHANGE COMMISSIONGENERAL RULES AND REGULATIONS, SECURITIES
Sec. 230.134  Communications not deemed a prospectus.

    Except as provided in paragraphs (e) and (g) of this section, the 
terms ``prospectus'' as defined in section 2(a)(10) of the Act or ``free 
writing prospectus'' as defined in Rule 405 (Sec. 230.405) shall not 
include a communication limited to the statements required or permitted 
by this section, provided that the communication is published or 
transmitted to any person only after a registration statement relating 
to the offering that includes a prospectus satisfying the requirements 
of section 10 of the Act (except as otherwise permitted in paragraph (a) 
of this section) has been filed.
    (a) Such communication may include any one or more of the following 
items of information, which need not follow the numerical sequence of 
this paragraph, provided that, except as to paragraphs (a)(4), (a)(5), 
(a)(6), and (a)(17) of this section, the prospectus included in the 
filed registration statement does not have to include a price range 
otherwise required by rule:
    (1) Factual information about the legal identity and business 
location of the issuer limited to the following: the name of the issuer 
of the security, the address, phone number, and e-mail address of the 
issuer's principal offices and contact for investors, the issuer's 
country of organization, and the geographic areas in which it conducts 
business;
    (2) The title of the security or securities and the amount or 
amounts being offered, which title may include a designation as to 
whether the securities are convertible, exercisable, or exchangeable, 
and as to the ranking of the securities;
    (3) A brief indication of the general type of business of the 
issuer, limited to the following:
    (i) In the case of a manufacturing company, the general type of 
manufacturing, the principal products or classes of products 
manufactured, and the segments in which the company conducts business;
    (ii) In the case of a public utility company, the general type of 
services rendered, a brief indication of the area served, and the 
segments in which the company conducts business;
    (iii) In the case of an asset-backed issuer, the identity of key 
parties, such as sponsor, depositor, issuing entity, servicer or 
servicers, and trustee, the asset class of the transaction, and the 
identity of any credit enhancement or other support; and
    (iv) In the case of any other type of company, a corresponding 
statement;
    (4) The price of the security, or if the price is not known, the 
method of its determination or the bona fide estimate of the price range 
as specified by the issuer or the managing underwriter or underwriters;
    (5) In the case of a fixed income security, the final maturity and 
interest rate provisions or, if the final maturity or interest rate 
provisions are not known, the probable final maturity or interest rate 
provisions, as specified by the issuer or the managing underwriter or 
underwriters;
    (6) In the case of a fixed income security with a fixed (non-
contingent) interest rate provision, the yield or, if the yield is not 
known, the probable yield range, as specified by the issuer or the 
managing underwriter or underwriters and the yield of fixed income 
securities with comparable maturity and security rating as referred to 
in paragraph (a)(17) of this section;
    (7) A brief description of the intended use of proceeds of the 
offering, if then disclosed in the prospectus that is part of the filed 
registration statement;

[[Page 569]]

    (8) The name, address, phone number, and e-mail address of the 
sender of the communication and the fact that it is participating, or 
expects to participate, in the distribution of the security;
    (9) The type of underwriting, if then included in the disclosure in 
the prospectus that is part of the filed registration statement;
    (10) The names of underwriters participating in the offering of the 
securities, and their additional roles, if any, within the underwriting 
syndicate;
    (11) The anticipated schedule for the offering (including the 
approximate date upon which the proposed sale to the public will begin) 
and a description of marketing events (including the dates, times, 
locations, and procedures for attending or otherwise accessing them);
    (12) A description of the procedures by which the underwriters will 
conduct the offering and the procedures for transactions in connection 
with the offering with the issuer or an underwriter or participating 
dealer (including procedures regarding account-opening and submitting 
indications of interest and conditional offers to buy), and procedures 
regarding directed share plans and other participation in offerings by 
officers, directors, and employees of the issuer;
    (13) Whether, in the opinion of counsel, the security is a legal 
investment for savings banks, fiduciaries, insurance companies, or 
similar investors under the laws of any State or Territory or the 
District of Columbia, and the permissibility or status of the investment 
under the Employee Retirement Income Security Act of 1974 [29 U.S.C. 
1001 et seq.];
    (14) Whether, in the opinion of counsel, the security is exempt from 
specified taxes, or the extent to which the issuer has agreed to pay any 
tax with respect to the security or measured by the income therefrom;
    (15) Whether the security is being offered through rights issued to 
security holders, and, if so, the class of securities the holders of 
which will be entitled to subscribe, the subscription ratio, the actual 
or proposed record date, the date upon which the rights were issued or 
are expected to be issued, the actual or anticipated date upon which 
they will expire, and the approximate subscription price, or any of the 
foregoing;
    (16) Any statement or legend required by any state law or 
administrative authority;
    (17) With respect to the securities being offered:
    (i) Any security rating assigned, or reasonably expected to be 
assigned, by a nationally recognized statistical rating organization as 
defined in Rule 15c3-1(c)(2)(vi)(F) of the Securities Exchange Act of 
1934 (Sec. 240.15c3-1(c)(2)(vi)(F) of this chapter) and the name or 
names of the nationally recognized statistical rating organization(s) 
that assigned or is or are reasonably expected to assign the rating(s); 
and
    (ii) If registered on Form F-9 (Sec. 239.39 of this chapter), any 
security rating assigned, or reasonably expected to be assigned, by any 
other rating organization specified in the Instruction to paragraph 
A.(2) of General Instruction I of Form F-9;
    (18) The names of selling security holders, if then disclosed in the 
prospectus that is part of the filed registration statement;
    (19) The names of securities exchanges or other securities markets 
where any class of the issuer's securities are, or will be, listed;
    (20) The ticker symbols, or proposed ticker symbols, of the issuer's 
securities;
    (21) The CUSIP number as defined in Rule 17Ad-19(a)(5) of the 
Securities Exchange Act of 1934 (Sec. 240.17Ad-19(a)(5) of this 
chapter) assigned to the securities being offered; and
    (22) Information disclosed in order to correct inaccuracies 
previously contained in a communication permissibly made pursuant to 
this section.
    (b) Except as provided in paragraph (c) of this section, every 
communication used pursuant to this section shall contain the following:
    (1) If the registration statement has not yet become effective, the 
following statement:

    A registration statement relating to these securities has been filed 
with the Securities and Exchange Commission but has not yet become 
effective. These securities may not be sold nor may offers to buy be 
accepted

[[Page 570]]

prior to the time the registration statement becomes effective; and

    (2) The name and address of a person or persons from whom a written 
prospectus for the offering meeting the requirements of section 10 of 
the Act (other than a free writing prospectus as defined in Rule 405) 
including as to the identified paragraphs above a price range where 
required by rule, may be obtained.
    (c) Any of the statements or information specified in paragraph (b) 
of this section may, but need not, be contained in a communication 
which:
    (1) Does no more than state from whom and include the uniform 
resource locator (URL) where a written prospectus meeting the 
requirements of section 10 of the Act (other than a free writing 
prospectus as defined in Rule 405) may be obtained, identify the 
security, state the price thereof and state by whom orders will be 
executed; or
    (2) Is accompanied or preceded by a prospectus or a summary 
prospectus, other than a free writing prospectus as defined in Rule 405, 
which meets the requirements of section 10 of the Act, including a price 
range where required by rule, at the date of such preliminary 
communication.
    (d) A communication sent or delivered to any person pursuant to this 
section which is accompanied or preceded by a prospectus which meets the 
requirements of section 10 of the Act (other than a free writing 
prospectus as defined in Rule 405), including a price range where 
required by rule, at the date of such communication, may solicit from 
the recipient of the communication an offer to buy the security or 
request the recipient to indicate whether he or she might be interested 
in the security, if the communication contains substantially the 
following statement:

    No offer to buy the securities can be accepted and no part of the 
purchase price can be received until the registration statement has 
become effective, and any such offer may be withdrawn or revoked, 
without obligation or commitment of any kind, at any time prior to 
notice of its acceptance given after the effective date.


Provided, that such statement need not be included in such a 
communication to a dealer.
    (e) A section 10 prospectus included in any communication pursuant 
to this section shall remain a prospectus for all purposes under the 
Act.
    (f) The provision in paragraphs (c)(2) and (d) of this section that 
a prospectus that meets the requirements of section 10 of the Act 
precede or accompany a communication will be satisfied if such 
communication is an electronic communication containing an active 
hyperlink to such prospectus.
    (g) This section does not apply to a communication relating to an 
investment company registered under the Investment Company Act of 1940 
(15 U.S.C. 80a-1 et seq.) or a business development company as defined 
in section 2(a)(48) of the Investment Company Act of 1940 (15 U.S.C. 
80a-2(a)(48))

[70 FR 44800, Aug. 3, 2005]