General Rules and Regulations
Securities Act of 1933
Rule 254 -- Solicitation of Interest Document for Use Prior to an Offering Statement
An issuer may publish or deliver to prospective purchasers
a written document or make scripted radio or television broadcasts to determine whether
there is any interest in a contemplated securities offering. Following submission
of the written document or script of the broadcast to the Commission, as required
by paragraph (b) of this section, oral communications with prospective investors
and other broadcasts are permitted. The written documents, broadcasts and oral communications
are each subject to the antifraud provisions of the federal securities laws. No solicitation
or acceptance of money or other consideration, nor of any commitment, binding or
otherwise, from any prospective investor is permitted. No sale may be made until
qualification of the offering statement.
While not a condition to any exemption pursuant to
On or before the date of its first use, the issuer
shall submit a copy of any written document or the script of any broadcast with the
Commission's main office in Washington, D.C. (Attention: Office of Small Business
Policy). The document or broadcast script shall either contain or be accompanied
by the name and telephone number of a person able to answer questions about the document
or the broadcast.
Note: Only solicitation of interest material that contains substantive changes from
or additions to previously submitted material needs to be submitted.
The written document or script of the broadcast shall:
state that no money or other consideration is being
solicited, and if sent in response, will not be accepted;
state that no sales of the securities will be
made or commitment to purchase accepted until delivery of an offering circular that
includes complete information about the issuer and the offering;
state that an indication of interest made by
a prospective investor involves no obligation or commitment of any kind; and
identify the chief executive officer of the issuer
and briefly and in general its business and products.
Solicitations of interest pursuant to this provision
may not be made after the filing of an offering statement.
Sales may not be made until 20 calendar days after
the last publication or delivery of the document or radio or television broadcast.
Any written document under this section may include
a coupon, returnable to the issuer indicating interest in a potential offering, revealing
the name, address and telephone number of the prospective investor.
Where an issuer has a bona fide change of intention
and decides to register an offering after using the process permitted by this section
without having filed the offering statement prescribed by Rule
252, the Regulation A exemption for offers made in reliance upon this section
will not be subject to integration with the registered offering, if at least 30 calendar
days have elapsed between the last solicitation of interest and the filing of the
registration statement with the Commission, and all solicitation of interest documents
have been submitted to the Commission. With respect to integration with other offerings,
see Rule 251(c).
Written solicitation of interest materials submitted
to the Commission and otherwise in compliance with this section shall not be deemed
to be a prospectus as defined in section 2(a)(10)
of the Securities Act.
Notice to Users: The Deskbook is made available
with the understanding that the University of Cincinnati College
of Law is not engaged in rendering legal, accounting or other professional
services. If legal advice or other expert assistance is required,
the services of a competent professional person should be sought. See Terms and Conditions of Use.