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Summary of 2005 Public Offering Reforms (from Sec. Act. Rel
8591)
Could it be anofferas
defined in
Section 2(a)
(3)?
IS it aprospectus as
defined in
section 2(a)
(10)?
Is it a prohibitedprefiling offer for
purposes of Section
5(c)
IS it a prohbitedprospectus for
purposes of
Section5(b)(1)
Regularly Released
Factual Business
Information
Yes No Rule Defiens it as not
an offer for Section
5(c) purposes
Section 5(b)(1)relates
only to propsectuses -
it s not applicable
Regularly Released
Fowrad Looking
Information
Yes No Rule Defiens it as not
an offer for Section
5(c) purposes
Section 5(b)(1)relates
only to propsectuses -
it s not applicable
Communications mademore than 30 days
before filing of
regsitration statement
Yes Possibly,based on
facts and
circumstance
s
Rule defines it as notan offer for section
5(c) purposes
Section 5(B)(1) doesnot apply in the pre-
filing period - it is not
applicable
WIKSI - Oral offers made
within 30 days of fil ing
of registration
statement
Yes No Is exempted from
prohibition of section
5(c)
Section 5(b)(1) does
not apply in the pre-
filing period - it is not
applicable
WKSI -Written offers
made within 30 days of
ifl ing of registrationstatment
Yes Yes. It also is
a free-writing
prosepctus
IS exempted form
probhition of Section
5(c)
Section 5(b)(1) does
not apply in the pre-
filing period - it is notapplicalbe
WKSI - Free writing
prosepctus used before
filing of resgtraiton
statement
Yes Yes Is exempted from
prhibition of Section
5(c)
Section 5(b)(1) does
not apply in the
prefiling period - it is
not applicalbe
Idneitfying statements
in accordance with Rule
134
Yes No Section 5(c) is not
appiable ,as rule 134
relates only to the
period after the fil ing
of a regsitration
satment
5(b)(1) relates only to
prospectuses - it is not
applciable
All Elibgible Issuers-
free writing
prospectuses used after
fil ing of registraiton
satment
Eys Yes Section 5(C)( is not
applicalbe, as it does
not apply in the post-
filing period
Seciton 5(b)(1) will be
satisfied, as the free
writing prosepctus will
be a permitted
Section 10(b)
proepsctus
SEC Act. Release 8591- 2005 ReformsSunday, April 01, 2012
12:36 PM
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144
Affil iate or Person Selling on Behalf
of an Affi liate
Non-Affilaite (and Has not Been an Affi laite
Durign the Prior Three Months)
Durign 6 month holding period - no
resales under 144 permitted
Durign 6 month holding period - no resales
under 144 permitted
Restricted
Securities of
Reporting
Issuers Current public informaiotn
Volume limitaitons
Manner of sale requiremtns
for equity securities and
Filing of form 144
After 6 month holding period: may
resel l in accordance with all rule 144
requirements including:
After 6 month holding period but before one
year: unlimited pbulic resales under 144 excet
that the current public infomraiton
requimrent still applies
After one-year holding period: unlimited
public resales under rulee 144; need not
comply with any other 144 requiremtnsRestricted
Securities of
Non-Reporting
Issuers
Current public informaiotn
Volume limitaitons
Manner of sale requiremtns
for equity securities and
Filing of form 144
During one-year holding period - no
resales under rule 144 permitted
After one-year holding period - may
resel l in accorance with all rule 144
requriemtns including:
During one-year holding period - no resales
under Rule 144 Permitted.
After one-year holding period- ulimtied public
resales under rule 144; need not comply with
any other 144 requriemtns
Unrestricted
securities of a
reporting issuer
Resales of unrestricted securities
allowed but must comply with all
144 requirements
Not applicable- no restrictions on non-
affiliates sel ling unrestricted shares
Un restricted
shares of non-
reporting issuer
Resales of unrestricted securities
allowed but must comply with all
144 requirements
Not applicable- no restrictions on non-
affiliates sel ling unrestricted shares
Rule 144Monday, April 23, 2012
12:38 PM
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