General Rules and Regulations
Securities Act of 1933
Rule 259 -- Withdrawal or Abandonment of Offering Statements
If none of the securities which are the subject of
an offering statement have been sold and such offering statement is not the subject
of a proceeding under rule 258, the offering statement
may be withdrawn with the Commission's consent. The application for withdrawal shall
state the reason the offering statement is to be withdrawn, shall be signed by an
authorized representative of the issuer and shall be provided to the main office
of the Commission in Washington, D.C.
When an offering statement has been on file with the
Commission for nine months without amendment and has not become qualified, the Commission
may, in its discretion, proceed in the following manner to determine whether such
offering statement has been abandoned by the issuer. If the offering statement has
been amended, the 9-month period shall be computed from the date of the latest amendment.
Notice will be sent to the issuer, and to any counsel
for the issuer named in the offering statement, by registered or certified mail,
return receipt requested, addressed to the most recent addresses for the issuer and
issuer's counsel as reflected in the offering statement. Such notice will inform
the issuer and issuer's counsel that the offering statement or amendments thereto
is out of date and must be either amended to comply with applicable requirements
of Regulation A or be withdrawn within 30 calendar days after the notice.
If the issuer or issuer's counsel fail to respond
to such notice by filing a substantive amendment or withdrawing the offering statement
or does not furnish a satisfactory explanation as to why the issuer has not done
so within 30 calendar days, the Commission may declare the offering statement abandoned.
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