Reporting of Securities Ownership by Investors
Subsection 13(a) of the Securities Exchange Act of 1934 is presently applicable to classes of equity securities which are registered pursuant to Section 12 of the Exchange Act, or which would be required to be registered pursuant to that Section except for a specific statutory exemption for insurance companies, or which have been issued by a closed-end investment company registered under the Investment Company Act of 1940. Generally, Subsection 13(d) requires, subject to certain limited exemptions, that any person (or group of persons) who makes any acquisition of securities which results in that person being the direct or indirect beneficial owner of more than 5% of a class of such securities must, within 10 days after the acquisition, send to the issuer of such securities and to any national securities exchange on which such securities are listed and file with the Commission a statement on Schedule 13D disclosing, among other things, back- ground information regarding that person, his source of funds, his purpose in effecting the acquisition, his interest in the securities of the issuer. Subsection 14(d) of the Securities Exchange Act of 1934 makes it unlawful for any person (or group of persons) to make a tender offer for or a request or invitation for tenders of registered equity securities which, if successful, would result in that person being the direct or indirect beneficial owner of more than 5% of a class of such securities unless that person at the time of publication or distribution of the tender offer, has filed with the Commission a statement disclosing the information specified in Subsection 13(d) as well as information required by the Commission's rules.
Any person who directly or indirectly becomes, the beneficial owner of more than 10% of any class of equity securities of a publicly owned company or who is a director or officer of the issuer of such security shall file a Form 3..
Subsection 16(a) of the Securities Exchange Act of 1934 requires any person who directly or indirectly becomes the beneficial owner of more than 10% of any class of equity securities of a publicly owned company or who is a director or officer of the issuer of such security to file a Form 3.
Schedule 13D (see 17 CFR 240.13d-101) requires an investor who has acquired an interest of more than 5% of the equity securities of a publicly owned company to file: (a) the identity of the issuer of the security, (b) the name, business address, residence address and occupational background of each person filing the Schedule, (c) the source of funds, (d) the purpose of the transaction, (e) the number of shares of the subject security which are beneficially owned as well as the amount of securities which such person and each associate of such person has the right to acquire directly or indirectly, and (f) information with respect to any contracts, arrangements or understanding with any person with respect to any of the securities of the issuer.
A. Reporting of Securities Ownership by Investors (Cont'd.)
le 14a-5b) states disclosure is not required when the information "is not known to the person on whose behalf the solicitation is to be ade and which is not reasonably within the power of such persons to ascertain or procure.
C. Any person (includes each participant) soliciting proxies which involves a contest for the election or removal of directors of a company must submit, in addition to information contained in. 1A, the following information.
name, business and residence addresses, occupational background and the amounts of each class of securities of the issuer owned beneficially and/or of record by such person;
b. the name and address of each "associate" of the participant together with the amount of securities of the issuer owned beneficially by each;
Company at time of registering a public offering must 1st the name and address; class of security camed; whether owned of record, beneficially or both; amount ow ei; and percentage of each class of security owned of a person who is directly or indirectly the owner of "re than 10 of any class of voting securities; also other than on Form 3-8, information is required as to equity securities beneficially owned by officers and directors as a group, without naming them.
Company at time of registering under the Investment Company Act and/or when a new public offering is made mist list the name and address; class of security owned; whether owned of record, beneficially or both; amount owned; and percentage of each class of security ow:.ed of a person who is Jirectly or indirectly the owner of 5 or more of the o tstarding voting securities. Company at time of registering a public offering must list the name and address; class of security owned; whether owned of record, benefically or both; amount owned; and percentage of each class of security owned of any person who is directly or indirectly the owner of 5 or more of the voting securities of the issuer and of each person who owns of record or is known by the registrant to own beneficially more than 10% of any other class of equity security of the registrant.
Form 1-A, application for exemption from registration under the act (17 CFR 239.90). Form 1-E, application for exemptions from registration for securities of small business investment companies CFR 239.200).
Form S-1, registration statement under the Securities Act of 1933 where no other form has been authorized (17 CFR 239.11). Form S-2, registration statement for shares of certain corporations in the development stage (17 CFR 239.12).
Form 3-3, registration statement for shares of mining corporations in the development stage (17 CFR 239.13).
Form S-8, registration statement for securities to be offered to employees pursuant to certain plans (17 CFR 239.16b). Form S-10, registration statement for oil or gas interests or rights (17 CFR 239.17). Form S-11, regis tration statement for securities of certain real estate companies (17 CFR 239.18).
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Securities Act f a company fails to make a required of 1933
filing with the SEC, or fails to include in a filing the correct information, the Commission may authorize an investigation, suspend trading in the company's outstand- ing securities, and, if the filing were in Securities Act connection with an offering of securities, of 1933 prevent a registration. from becoming effective or an exemption from being granted until the required information is filed. If the facts disclosed warrant doing so, it may then seek a civil injunction in a U.S. district court to force the company to make the required filing, or, in an extreme case, recommend criminal prosecution.
Reporting Securities Cwnership by Issuing Company (Cont'd.)
5. Company at time of registering its shares or at time of annual report must list the name and address; class of security owned; whether owned of record, beneficially or both; amount owned and percent of each class owned of any person who directly or indirectly owns with the power to vote more than 10% of any class of voting securities of the company. Information is also required as to
each class of equity securities of the registrant or any of its parents or subsidiaries, beneficially owned by all officers and directors of the registrant as a group, without naming them.
6. Investment companies submitting annual reports must list name and address; class of security owned; whether owned of record, benefically or both; amount owned and percent of each class owned of any person who directly or indirectly owns, controls, or holis with the power to vote 5% or more of the outstanding voting securities, or or more of any class of equity security, of the investment company.
7. Registered public utility holding companies must furnish ownership information on each individual known to the registrant to own benefically 1% or more of the voting securities of any registered holding company in the system. The form also requires the registrant to list the names of those individuals benefically owning 5% or more of the total voting securities of any other company in the system. The information required includes the name of the issuer, class of stock owned, name and address of the beneficial owner, number of shares owned, and the percent owned.
8. Fegistered public utility holding companies must list in their complete registration statements
the 20 largest stockholders, including the beneficial owners, of the securities of the holding company, showing for each issue, the owner's name and address, the number of shares owned, and the percent of the issue owned.
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