General Rules and Regulations
Securities Exchange Act of 1934
Rule 3b-4 -- Definition of "Foreign Government," "Foreign Issuer" and "Foreign Private Issuer"
The term foreign government means the government
of any foreign country or of any political subdivision of a foreign country.
The term foreign issuer means any issuer
which is a foreign government, a national of any foreign country or a corporation
or other organization incorporated or organized under the laws of any foreign
The term foreign private issuer means any foreign issuer other than a
foreign government except for an issuer meeting the following conditions as of the last business day
of its most recently completed second fiscal quarter:
More than 50 percent of the issuer's outstanding
voting securities are directly or indirectly held of record by residents
of the United States; and
Any of the following:
The majority of the executive officers
or directors are United States citizens or residents;
More than 50 percent of the assets
of the issuer are located in the United States; or
The business of the issuer is administered
principally in the United States.
Instruction to paragraph (c)(1): To determine the percentage
of outstanding voting securities held by U.S. residents:
Use the method of calculating
record ownership in Rule 12g3-2(a) under
the Act, except that your inquiry as to the amount of shares represented
by accounts of customers resident in the United States may be limited
to brokers, dealers, banks and other nominees located in:
The United States,
Your jurisdiction of incorporation,
The jurisdiction that is
the primary trading market for your voting securities, if different
than your jurisdiction of incorporation.
If, after reasonable inquiry,
you are unable to obtain information about the amount of shares represented
by accounts of customers resident in the United States, you may assume,
for purposes of this definition, that the customers are residents
of the jurisdiction in which the nominee has its principal place of
Count shares of voting securities
beneficially owned by residents of the United States as reported on
reports of beneficial ownership provided to you or filed publicly
and based on information otherwise provided to you.
Notwithstanding paragraph (c) of this section, in the case of a new registrant with the Commission,
the determination of whether an issuer is a foreign private issuer will be made as of a date within 30 days prior to the issuer's filing of
an initial registration statement under either the Act or the Securities Act of 1933.
Once an issuer qualifies as a foreign private issuer, it will immediately be able to use the forms and rules designated for foreign private
issuers until it fails to qualify for this status at the end of its most recently completed second fiscal quarter. An issuer's determination that it fails to qualify as a
foreign private issuer governs its eligibility to use the forms and rules designated for foreign private issuers beginning on the first day of the fiscal year following the
determination date. Once an issuer fails to qualify for foreign private issuer status, it will remain unqualified unless it meets the requirements for foreign private issuer
status as of the last business day of its second fiscal quarter.
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