General Rules and Regulations
Securities Act of 1933
Rule 401 -- Requirements as to Proper Form
The form and contents of a registration statement and
prospectus shall conform to the applicable rules and forms as in effect on the initial
filing date of such registration statement and prospectus.
If an amendment to a registration statement and prospectus
is filed for the purpose of meeting the requirements of section
10(a)(3) of the Act or pursuant to the provisions of section 24(e) or 24(f) of
the Investment Company Act of
1940, the form and contents of such an amendment shall conform to the applicable
rules and forms as in effect on the filing date of such amendment.
An amendment to a registration statement and prospectus,
other than an amendment described in paragraph (b) of this section,
may be filed on any shorter Securities Act registration form for which it is eligible
on the filing date of the amendment. At the issuer's option, the amendment also
may be filed on the same Securities Act registration form used for the most recent
amendment described in paragraph (b) of this section or, if no such
amendment has been filed, the initial registration statement and prospectus.
The form and contents of a prospectus forming part
of a registration statement which is the subject of a stop order entered under section 8(d) of the Act, if used after the date such
stop order ceases to be effective, shall conform to the applicable rules and forms
as in effect on the date such stop order ceases to be effective.
A prospectus filed as part of an amendment to an effective
registration statement, or other amendment to such registration statement, on any
form may be prepared in accordance with the requirements of any other form which
would then be appropriate for the registration of securities to which the prospectus
or other amendment relates, provided that all of the other requirements of such other
form and applicable rules (including any required undertakings) are met.
Notwithstanding the provisions of this section, a registrant
shall comply with the rules and forms as in effect
at a date different from those specified in paragraphs (a), (b), (c) and (d) of this
section if the rules or forms or amendments thereto specifically so provide; and
may comply voluntarily with the rules and forms as
in effect at dates subsequent to those specified in paragraphs (a), (b), (c) and
(d) of this section, provided that all of the requirements of the particular rules
and forms in effect at such dates (including any required undertakings) are met.
Subject to paragraph (g)(2) of this section, except for registration
statements and post-effective amendments that become effective immediately pursuant to Rule 462 and Rule 464, a registration statement or any
amendment thereto is deemed filed on the proper registration form unless the
Commission objects to the registration form before the effective date.
An automatic shelf registration statement as defined in Rule 405 and any post-effective amendment thereto are deemed filed on the proper
registration form unless and until the Commission notifies the issuer of its objection to
the use of such form. Following any such notification, the issuer must amend its
automatic shelf registration statement onto the registration form it is then eligible to use,
provided, however, that any continuous offering of securities pursuant to Rule 415 that the issuer has commenced pursuant to the registration statement before
the Commission has notified the issuer of its objection to the use of such form may
continue until the effective date of a new registration statement or post-effective
amendment to the registration statement that the issuer has filed on the proper registration
form, if the issuer files promptly after notification the new registration statement or posteffective
amendment and if the offering is permitted to be made under the new
registration statement or post-effective amendment.
Violations of General Instruction I.B.6. of Form S-3 or General Instruction I.B.5. of Form F-3 will also violate the requirements as to proper form under this section notwithstanding that the registration statement may have been declared effective previously.
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