General Rules and Regulations
promulgated
under the
Securities Act of 1933
General Notes to Rule 800, Rule 801 and Rule 802
Rule 801 and Rule
802 relate only to the applicability of the registration provisions of
the Act and not to the applicability of the anti-fraud, civil liability or
other provisions of the federal securities laws.
The exemptions provided by Rule 801 and Rule 802 are not available
for any securities transaction or series of transactions that technically
complies with Rule 801 and Rule 802 but are part of a plan or scheme to evade
the registration provisions of the Act.
An issuer who relies on Rule 801 or an offeror who relies on Rule
802 must still comply with the securities registration or broker-dealer registration
requirements of the Securities Exchange Act of 1934 and any other applicable
provisions of the federal securities laws.
An issuer who relies on Rule 801 or an offeror who relies on Rule
802 must still comply with any applicable state laws relating to the offer
and sale of securities.
Attempted compliance with Rule 801 or Rule 802 does not act as
an exclusive election; an issuer making an offer or sale of securities in
reliance on Rule 801 or Rule 802 may also rely on any other applicable exemption
from the registration requirements of the Act.
Rule 801 and Rule
802 provide exemptions only for the issuer of the securities and not for
any affiliate of that issuer or for any other person for resales of the issuer's
securities. These sections provide exemptions only for the transaction in
which the issuer or other person offers or sells the securities, not for the
securities themselves. Securities acquired in a Rule 801 or Rule 802 transaction
may be resold in the United States only if they are registered under the Act
or an exemption from registration is available.
Unregistered offers and sales made outside the United States will
not affect contemporaneous offers and sales made in compliance with Rule 801
or Rule 802. A transaction that complies with Rule 801 or Rule 802 will not
be integrated with offerings exempt under other provisions of the Act, even
if both transactions occur at the same time.
Securities acquired in a rights offering under Rule 801 are "restricted
securities" within the meaning of Rule 144(a)(3)
to the same extent and proportion that the securities held by the security
holder as of the record date for the rights offering were restricted securities.
Likewise, securities acquired in an exchange offer or business combination
subject to Rule 802 are "restricted securities" within the meaning of Rule
144(a)(3) to the same extent and proportion that the securities tendered or
exchanged by the security holder in that transaction were restricted securities.
Section Rule 801 does not apply to a rights offering by an investment
company registered or required to be registered under the Investment Company
Act of 1940, other than a registered closed-end investment company. Rule 802
does not apply to exchange offers or business combinations by an investment
company registered or required to be registered under the Investment Company
Act of 1940, other than a registered closed-end investment company.
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