General Rules and Regulations
Securities Act of 1933
Rule 463 -- Report of Offering of Securities and Use of Proceeds Therefrom
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.
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.
For purposes of this section:
The term offering proceeds shall not
include any amount(s) received for the account(s) of any selling security holder(s).
The term application shall not include
the temporary investment of proceeds by the issuer pending final application.
This section shall not apply to any effective registration
statement for securities to be issued:
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;
Pursuant to an employee benefit plan;
Pursuant to a dividend or interest reinvestment plan;
As American depository receipts for foreign securities;
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;
By any public utility company or public utility holding
company required to file reports with any State or Federal authority.
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
In an exchange offer for the securities of the issuer
or another entity.
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