Rule 415 --
Delayed or Continuous Offering and Sale of Securities
- Securities may be registered for an offering to
be made on a continuous or delayed basis in the future, Provided,
That:
- The registration statement pertains
only to:
- Securities which are to be offered or
sold solely by or on behalf of a person or persons other than the
registrant, a subsidiary of the registrant or a person of which the
registrant is a subsidiary;
- Securities which are to be offered and
sold pursuant to a dividend or interest reinvestment plan or an employee
benefit plan of the registrant;
- Securities which are to be issued upon
the exercise of outstanding options, warrants or rights;
- Securities which are to be issued upon
conversion of other outstanding securities;
- Securities which are pledged as
collateral;
- Securities which are registered on Form F-6;
- Mortgage related securities, including
such securities as mortgage backed debt and mortgage participation or
pass through certificates;
- Securities which are to be issued in
connection with business combination transactions;
- Securities the offering of which will
be commenced promptly, will be made on a continuous basis and may
continue for a period in excess of 30 days from the date of initial
effectiveness;
- Securities registered (or qualified to
be registered) on Form S-3 or Form F-3 which
are to be offered and sold on a continuous or delayed basis by or on
behalf of the registrant, a subsidiary of the registrant or a person of
which the registrant is a subsidiary; or
- Shares of common stock which are to be
offered and sold on a delayed or continuous basis by or on behalf of a
registered closed-end management investment company or business
development company that makes periodic repurchase offers pursuant to
270.23c-3 of this chapter.
- Securities in paragraphs (a)(1)(viii)
through (x) may only be registered in an amount which, at the time the
registration statement becomes effective, is reasonably expected to be
offered and sold within two years from the initial effective date of the
registration.
- The registrant furnishes the
undertakings required by Item 512(a) of
Regulation S-K.
- In the case of a registration statement
pertaining to an at the market offering of equity securities by or on
behalf of the registrant:
- The offering comes within paragraph
(a)(1)(x);
- where voting stock is registered, the
amount of securities registered for such purposes must not exceed 10% of
the aggregate market value of the registrant's outstanding voting stock
held by non-affiliates of the registrant (calculated as of a date within
60 days prior to the date of filing);
- the securities must be sold through an
underwriter or underwriters, acting as principal(s) or as agent(s) for
the registrant; and
- the underwriter or underwriters must
be named in the prospectus which is part of the registration statement.
As used in this paragraph, the term at the market offering means
an offering of securities into an existing trading market for
outstanding shares of the same class at other than a fixed price on or
through the facilities of a national securities exchange or to or
through a market maker otherwise than on an exchange.
- This section shall not apply to any
registration statement pertaining to securities issued by a face-amount
certificate company or redeemable securities issued by an open-end
management company or unit investment trust under the Investment
Company Act of 1940 or any registration statement filed by any foreign
government or political subdivision thereof.