Securities Lawyer's Deskbook
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General Rules and Regulations
under the
Securities Act of 1933

Rule 463 -- Report of Offering of Securities and Use of Proceeds Therefrom

  1. Except as provided in this section, following the effective date of the first registration statement filed under the Act by an issuer, the issuer or successor issuer shall report the use of proceeds pursuant to Item 701 of Regulation S-B or S-K or Item 14(e) of Form 20-F, as applicable, on its first periodic report filed pursuant to Sections 13(a) and 15(d) of the Securities Exchange Act of 1934 after effectiveness, and thereafter on each of its subsequent periodic reports filed pursuant to Sections 13(a) and 15(d) of the Securities Exchange Act of 1934 through the later of disclosure of the application of all the offering proceeds or disclosure of the termination of the offering.

  2. A successor issuer shall comply with paragraph (a) of this section only if a report of the use of proceeds is required with respect to the first effective registration statement of the predecessor issuer.

  3. For purposes of this section:

    1. The term offering proceeds shall not include any amount(s) received for the account(s) of any selling security holder(s).

    2. The term application shall not include the temporary investment of proceeds by the issuer pending final application.

  4. This section shall not apply to any effective registration statement for securities to be issued:

    1. In a business combination described in Rule 145(a);

    2. By an issuer which pursuant to a business combination described in Rule 145(a) has succeeded to another issuer that prior to such business combination had a registration statement become effective under the Act and on the date of such business combination was not subject to paragraph (a) of this section;

    3. Pursuant to an employee benefit plan;

    4. Pursuant to a dividend or interest reinvestment plan;

    5. As American depository receipts for foreign securities;

    6. By any investment company registered under the Investment Company Act of 1940 and any issuer that has elected to be regulated as a business development company under sections 54 through 65 of the Investment Company Act of 1940;

    7. By any public utility company or public utility holding company required to file reports with any State or Federal authority.

    8. In a merger in which a vote or consent of the security holders of the company being acquired is not required pursuant to applicable state law; or

    9. In an exchange offer for the securities of the issuer or another entity.

Regulatory History

46 FR 48142, Oct. 1, 1981, as amended at 50 FR 19001, May 6, 1985; 57 FR 56834, Dec. 1, 1992; 62 FR 39755, 39763, July 24, 1997; 64 FR 53900, 53910, Oct. 5, 1999.

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