§ 77aa. — Schedule of information required in registration statement.
[Laws in effect as of January 24, 2002]
[Document not affected by Public Laws enacted between
January 24, 2002 and December 19, 2002]
[CITE: 15USC77aa]
TITLE 15--COMMERCE AND TRADE
CHAPTER 2A--SECURITIES AND TRUST INDENTURES
SUBCHAPTER I--DOMESTIC SECURITIES
Sec. 77aa. Schedule of information required in registration
statement
schedule a
(1) The name under which the issuer is doing or intends to do
business;
(2) the name of the State or other sovereign power under which the
issuer is organized;
(3) the location of the issuer's principal business office, and if
the issuer is a foreign or territorial person, the name and address of
its agent in the United States authorized to receive notice;
(4) the names and addresses of the directors or persons performing
similar functions, and the chief executive, financial and accounting
officers, chosen or to be chosen if the issuer be a corporation,
association, trust, or other entity; of all partners, if the issuer be a
partnership; and of the issuer, if the issuer be an individual; and of
the promoters in the case of a business to be formed, or formed within
two years prior to the filing of the registration statement;
(5) the names and addresses of the underwriters;
(6) the names and addresses of all persons, if any, owning of record
or beneficially, if known, more than 10 per centum of any class of stock
of the issuer, or more than 10 per centum in the aggregate of the
outstanding stock of the issuer as of a date within twenty days prior to
the filing of the registration statement;
(7) the amount of securities of the issuer held by any person
specified in paragraphs (4), (5), and (6) of this schedule, as of a date
within twenty days prior to the filing of the registration statement,
and, if possible, as of one year prior thereto, and the amount of the
securities, for which the registration statement is filed, to which such
persons have indicated their intention to subscribe;
(8) the general character of the business actually transacted or to
be transacted by the issuer;
(9) a statement of the capitalization of the issuer, including the
authorized and outstanding amounts of its capital stock and the
proportion thereof paid up, the number and classes of shares in which
such capital stock is divided, par value thereof, or if it has no par
value, the stated or assigned value thereof, a description of the
respective voting rights, preferences, conversion and exchange rights,
rights to dividends, profits, or capital of each class, with respect to
each other class, including the retirement and liquidation rights or
values thereof;
(10) a statement of the securities, if any, covered by options
outstanding or to be created in connection with the security to be
offered, together with the names and addresses of all persons, if any,
to be allotted more than 10 per centum in the aggregate of such options;
(11) the amount of capital stock of each class issued or included in
the shares of stock to be offered;
(12) the amount of the funded debt outstanding and to be created by
the security to be offered, with a brief description of the date,
maturity, and character of such debt, rate of interest, character of
amortization provisions, and the security, if any, therefor. If
substitution of any security is permissible, a summarized statement of
the conditions under which such substitution is permitted. If
substitution is permissible without notice, a specific statement to that
effect;
(13) the specific purposes in detail and the approximate amounts to
be devoted to such purposes, so far as determinable, for which the
security to be offered is to supply funds, and if the funds are to be
raised in part from other sources, the amounts thereof and the sources
thereof, shall be stated;
(14) the remuneration, paid or estimated to be paid, by the issuer
or its predecessor, directly or indirectly, during the past year and
ensuing year to (a) the directors or persons performing similar
functions, and (b) its officers and other persons, naming them wherever
such remuneration exceeded $25,000 during any such year;
(15) the estimated net proceeds to be derived from the security to
be offered;
(16) the price at which it is proposed that the security shall be
offered to the public or the method by which such price is computed and
any variation therefrom at which any portion of such security is
proposed to be offered to any persons or classes of persons, other than
the underwriters, naming them or specifying the class. A variation in
price may be proposed prior to the date of the public offering of the
security, but the Commission shall immediately be notified of such
variation;
(17) all commissions or discounts paid or to be paid, directly or
indirectly, by the issuer to the underwriters in respect of the sale of
the security to be offered. Commissions shall include all cash,
securities, contracts, or anything else of value, paid, to be set aside,
disposed of, or understandings with or for the benefit of any other
persons in which any underwriter is interested, made, in connection with
the sale of such security. A commission paid or to be paid in connection
with the sale of such security by a person in which the issuer has an
interest or which is controlled or directed by, or under common control
with, the issuer shall be deemed to have been paid by the issuer. Where
any such commission is paid the amount of such commission paid to each
underwriter shall be stated;
(18) the amount or estimated amounts, itemized in reasonable detail,
of expenses, other than commissions specified in paragraph (17) of this
schedule, incurred or borne by or for the account of the issuer in
connection with the sale of the security to be offered or properly
chargeable thereto, including legal, engineering, certification,
authentication, and other charges;
(19) the net proceeds derived from any security sold by the issuer
during the two years preceding the filing of the registration statement,
the price at which such security was offered to the public, and the
names of the principal underwriters of such security;
(20) any amount paid within two years preceding the filing of the
registration statement or intended to be paid to any promoter and the
consideration for any such payment;
(21) the names and addresses of the vendors and the purchase price
of any property, or good will, acquired or to be acquired, not in the
ordinary course of business, which is to be defrayed in whole or in part
from the proceeds of the security to be offered, the amount of any
commission payable to any person in connection with such acquisition,
and the name or names of such person or persons, together with any
expense incurred or to be incurred in connection with such acquisition,
including the cost of borrowing money to finance such acquisition;
(22) full particulars of the nature and extent of the interest, if
any, of every director, principal executive officer, and of every
stockholder holding more than 10 per centum of any class of stock or
more than 10 per centum in the aggregate of the stock of the issuer, in
any property acquired, not in the ordinary course of business of the
issuer, within two years preceding the filing of the registration
statement or proposed to be acquired at such date;
(23) the names and addresses of counsel who have passed on the
legality of the issue;
(24) dates of and parties to, and the general effect concisely
stated of every material contract made, not in the ordinary course of
business, which contract is to be executed in whole or in part at or
after the filing of the registration statement or which contract has
been made not more than two years before such filing. Any management
contract or contract providing for special bonuses or profit-sharing
arrangements, and every material patent or contract for a material
patent right, and every contract by or with a public utility company or
an affiliate thereof, providing for the giving or receiving of technical
or financial advice or service (if such contract may involve a charge to
any party thereto at a rate in excess of $2,500 per year in cash or
securities or anything else of value), shall be deemed a material
contract;
(25) a balance sheet as of a date not more than ninety days prior to
the date of the filing of the registration statement showing all of the
assets of the issuer, the nature and cost thereof, whenever
determinable, in such detail and in such form as the Commission shall
prescribe (with intangible items segregated), including any loan in
excess of $20,000 to any officer, director, stockholder or person
directly or indirectly controlling or controlled by the issuer, or
person under direct or indirect common control with the issuer. All the
liabilities of the issuer in such detail and such form as the Commission
shall prescribe, including surplus of the issuer showing how and from
what sources such surplus was created, all as of a date not more than
ninety days prior to the filing of the registration statement. If such
statement be not certified by an independent public or certified
accountant, in addition to the balance sheet required to be submitted
under this schedule, a similar detailed balance sheet of the assets and
liabilities of the issuer, certified by an independent public or
certified accountant, of a date not more than one year prior to the
filing of the registration statement, shall be submitted;
(26) a profit and loss statement of the issuer showing earnings and
income, the nature and source thereof, and the expenses and fixed
charges in such detail and such form as the Commission shall prescribe
for the latest fiscal year for which such statement is available and for
the two preceding fiscal years, year by year, or, if such issuer has
been in actual business for less than three years, then for such time as
the issuer has been in actual business, year by year. If the date of the
filing of the registration statement is more than six months after the
close of the last fiscal year, a statement from such closing date to the
latest practicable date. Such statement shall show what the practice of
the issuer has been during the three years or lesser period as to the
character of the charges, dividends or other distributions made against
its various surplus accounts, and as to depreciation, depletion, and
maintenance charges, in such detail and form as the Commission shall
prescribe, and if stock dividends or avails from the sale of rights have
been credited to income, they shall be shown separately with a statement
of the basis upon which the credit is computed. Such statement shall
also differentiate between any recurring and nonrecurring income and
between any investment and operating income. Such statement shall be
certified by an independent public or certified accountant;
(27) if the proceeds, or any part of the proceeds, of the security
to be issued is to be applied directly or indirectly to the purchase of
any business, a profit and loss statement of such business certified by
an independent public or certified accountant, meeting the requirements
of paragraph (26) of this schedule, for the three preceding fiscal
years, together with a balance sheet, similarly certified, of such
business, meeting the requirements of paragraph (25) of this schedule of
a date not more than ninety days prior to the filing of the registration
statement or at the date such business was acquired by the issuer if the
business was acquired by the issuer more than ninety days prior to the
filing of the registration statement;
(28) a copy of any agreement or agreements (or, if identical
agreements are used, the forms thereof) made with any underwriter,
including all contracts and agreements referred to in paragraph (17) of
this schedule;
(29) a copy of the opinion or opinions of counsel in respect to the
legality of the issue, with a translation of such opinion, when
necessary, into the English language;
(30) a copy of all material contracts referred to in paragraph (24)
of this schedule, but no disclosure shall be required of any portion of
any such contract if the Commission determines that disclosure of such
portion would impair the value of the contract and would not be
necessary for the protection of the investors;
(31) unless previously filed and registered under the provisions of
this subchapter, and brought up to date, (a) a copy of its articles of
incorporation, with all amendments thereof and of its existing bylaws or
instruments corresponding thereto, whatever the name, if the issuer be a
corporation; (b) copy of all instruments by which the trust is created
or declared, if the issuer is a trust; (c) a copy of its articles of
partnership or association and all other papers pertaining to its
organization, if the issuer is a partnership, unincorporated
association, joint-stock company, or any other form of organization; and
(32) a copy of the underlying agreements or indentures affecting any
stock, bonds, or debentures offered or to be offered.
In case of certificates of deposit, voting trust certificates,
collateral trust certificates, certificates of interest or shares in
unincorporated investment trusts, equipment trust certificates, interim
or other receipts for certificates, and like securities, the Commission
shall establish rules and regulations requiring the submission of
information of a like character applicable to such cases, together with
such other information as it may deem appropriate and necessary
regarding the character, financial or otherwise, of the actual issuer of
the securities and/or the person performing the acts and assuming the
duties of depositor or manager.
schedule b
(1) Name of borrowing government or subdivision thereof;
(2) specific purposes in detail and the approximate amounts to be
devoted to such purposes, so far as determinable, for which the security
to be offered is to supply funds, and if the funds are to be raised in
part from other sources, the amounts thereof and the sources thereof,
shall be stated;
(3) the amount of the funded debt and the estimated amount of the
floating debt outstanding and to be created by the security to be
offered, excluding intergovernmental debt, and a brief description of
the date, maturity, character of such debt, rate of interest, character
of amortization provisions, and the security, if any, therefor. If
substitution of any security is permissible, a statement of the
conditions under which such substitution is permitted. If substitution
is permissible without notice, a specific statement to that effect;
(4) whether or not the issuer or its predecessor has, within a
period of twenty years prior to the filing of the registration
statement, defaulted on the principal or interest of any external
security, excluding intergovernmental debt, and, if so, the date,
amount, and circumstances of such default, and the terms of the
succeeding arrangement, if any;
(5) the receipts, classified by source, and the expenditures,
classified by purpose, in such detail and form as the Commission shall
prescribe for the latest fiscal year for which such information is
available and the two preceding fiscal years, year by year;
(6) the names and addresses of the underwriters;
(7) the name and address of its authorized agent, if any, in the
United States;
(8) the estimated net proceeds to be derived from the sale in the
United States of the security to be offered;
(9) the price at which it is proposed that the security shall be
offered in the United States to the public or the method by which such
price is computed. A variation in price may be proposed prior to the
date of the public offering of the security, but the Commission shall
immediately be notified of such variation;
(10) all commissions paid or to be paid, directly or indirectly, by
the issuer to the underwriters in respect of the sale of the security to
be offered. Commissions shall include all cash, securities, contracts,
or anything else of value, paid, to be set aside, disposed of, or
understandings with or for the benefit of any other persons in which the
underwriter is interested, made, in connection with the sale of such
security. Where any such commission is paid, the amount of such
commission paid to each underwriter shall be stated;
(11) the amount or estimated amounts, itemized in reasonable detail,
of expenses, other than the commissions specified in paragraph (10) of
this schedule, incurred or borne by or for the account of the issuer in
connection with the sale of the security to be offered or properly
chargeable thereto, including legal, engineering, certification, and
other charges;
(12) the names and addresses of counsel who have passed upon the
legality of the issue;
(13) a copy of any agreement or agreements made with any underwriter
governing the sale of the security within the United States; and
(14) an agreement of the issuer to furnish a copy of the opinion or
opinions of counsel in respect to the legality of the issue, with a
translation, where necessary, into the English language. Such opinion
shall set out in full all laws, decrees, ordinances, or other acts of
Government under which the issue of such security has been authorized.
(May 27, 1933, ch. 38, title I, schedules A, B, 48 Stat. 88, 91; Pub. L.
105-353, title III, Sec. 301(a)(6), Nov. 3, 1998, 112 Stat. 3235.)
Amendments
1998--Schedule A, par. (28). Pub. L. 105-353 substituted
``identical'' for ``identic''.
Transfer of Functions
For transfer of functions of Securities and Exchange Commission,
with certain exceptions, to Chairman of such Commission, see Reorg. Plan
No. 10 of 1950, Secs. 1, 2, eff. May 24, 1950, 15 F.R. 3175, 64 Stat.
1265, set out under section 78d of this title.
Section Referred to in Other Sections
This section is referred to in sections 77g, 77j, 80a-24 of this
title.
