C.F.R. » Title 17 » CHAPTER II—SECURITIES AND EXCHANGE COMMISSION › PART 230—GENERAL RULES AND REGULATIONS, SECURITIES ACT OF 1933

17 C.F.R. § 230.135

Notice of proposed registered offerings

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(a) When notice is not an offer. For purposes of section 5 of the Act (15 U.S.C. 77e) 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:

(i) The name of the issuer;

(ii) The title, amount and basic terms of the securities offered;

(iii) The amount of the offering, if any, to be made by selling security holders;

(iv) The anticipated timing of the offering;

(v) A brief statement of the manner and the purpose of the offering, without naming the underwriters;

(vi) Whether the issuer is directing its offering to only a particular class of purchasers;

(vii) Any statements or legends required by the laws of any state or foreign country or administrative authority; and

(viii) In the following offerings, the notice may contain additional information, as follows:

(A) 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.

(B) 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.

(C) 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.

(D) Rule 145(a) offering. In a § 230.145(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.

(b) 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.

Note to § 230.135:

Communications under this section relating to business combination transactions must be filed as required by § 230.425(b).

[64 FR 61449, Nov. 10, 1999]
Notes of Decisions
Cited in 7 cases, 1969–1996 · leading case: Piper v. Chris-Craft Indus., Inc., 430 U.S. 1 (1977).
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Piper v. Chris-Craft Indus., Inc., 430 U.S. 1 (1977). · cites it 4× “§ 77e (c), and *10 SEC Rule 135, 17 CFR § 230.135 (1976). Chris-Craft sought to enjoin Bangor from voting the Piper shares purchased in violation of Rule 10b-6 and from accepting any shares tendered by Piper stockholders pursuant to the exchange offer.”
Chris-Craft Indus., Inc. v. Piper Aircraft Corp., 480 F.2d 341 (2d Cir. 1973). · cites it 2× “§ 77e(c) (1970), and Rule 135, 17 C.F.R. § 230.135 (1972), in that the release constituted an offer to sell securities before any registration statement had been filed, the $80 valuation having overstepped the Rule 135 exemption (a contention with which our Court agreed in its…”
Sheinberg v. Fluor Corp., 514 F. Supp. 133 (S.D.N.Y. 1981). “145(b)(1) that a written communication of “a brief description of the transaction to be acted upon and the basis upon which such transaction will be made” will hot be deemed an “offer to sell” under Section 5, and a similar provision in 17 CFR Section 230.135(a)(4) that a…”
Capital Real Est. Investors Tax Exempt Fund Ltd. P'ship v. Schwartzberg, 929 F. Supp. 105 (S.D.N.Y. 1996). “While the gun jumping problem has a long history, see generally I Loss & Seligman 436-58, the aspect most pertinent here is the SEC’s adoption of Rule 135, 17 C.F.R. § 230.135 , and its history in this Circuit.”
Chris-Craft Indus., Inc. v. Piper Aircraft Corp., 337 F. Supp. 1128 (S.D.N.Y. 1971). “Judge Moore uttered strong doubts as to the majority’s rejection of Bangor Punta’s claim that the release was in conformity with SEC Rule 135, 17 C.F.R. § 230.135 . Judge Anderson, who concurred in the legal conclusions of the majority, expressed separate views as to the…”
Chris-Craft Indus., Inc. v. PIPER AIRCRAFT Corp., 303 F. Supp. 191 (S.D.N.Y. 1969). “§ 77e(c) and SEC Rule 135, 17 C.F.R. § 230.135 , in that no registration statement had been filed with the SEC prior thereto.”
Chris-Craft Indus., Inc. v. Piper Aircraft Corp., 516 F.2d 172 (2d Cir. 1975). “§§ 78i, 78j(b), 78n(e) and 78p (1970), and Rules 10b-5 and 10b-6 promulgated thereunder, 17 C.F.R. §§ 240 .-10b-5 and 240.10b-6 (1974).”
— 17 C.F.R. § 230.135(a)(4) — 1 case
Sheinberg v. Fluor Corp., 514 F. Supp. 133 (S.D.N.Y. 1981). “145(b)(1) that a written communication of “a brief description of the transaction to be acted upon and the basis upon which such transaction will be made” will hot be deemed an “offer to sell” under Section 5, and a similar provision in 17 CFR Section 230.135(a)(4) that a…”
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