§ 240.12b-12 Requirements as to paper, printing and language.

(a) Applications and reports shall be filed on good quality, unglazed, white paper, approximately 81⁄2 by 11 inches or approximately 81⁄2 by 13 inches in size insofar as practicable. However, tables, charts, maps and financial statements may be on larger paper if folded to that size.

(b) The statement or report and, insofar as practicable, all papers and documents filed as a part thereof, shall be printed, lithographed, mimeographed, or typewritten. However, the statement or report or any portion thereof may be prepared by any similar process which, in the opinion of the Commission, produces copies suitable for a permanent record. Irrespective of the process used, all copies of any such material shall be clear, easily readable and suitable for repeated photocopying. Debits in credit categories and credits in debit categories shall be designated so as to be clearly distinguishable as such on photocopies.

(c) The body of all printed statements and reports shall be in roman type at least as large as ten-point modern type. However, to the extent necessary for convenient presentation, financial statements and other statistical or tabular data and the notes thereto may be in type at least as large as 8 point modern type. All type shall be leaded at least 2 points.

(d) Statements and reports shall be in the English language. If any exhibit or other paper or document filed with a statement or report is in a foreign language, it shall be accompanied by a translation into the English language. (Secs. 4, 16, 19, 24, 48 Stat. 77, 896, 85, as amended, 901; 15 U.S.C. 77d, 78p, 77s, 78x) [30 F.R. 2022, Feb. 13, 1965 as amended at [30 F.R. 10884, Aug. 21, 1965]

§ 240.12b-13 Preparation of statement or report.

The statement or report shall contain the numbers and captions of all items of the appropriate form, but the text of the items may be omitted provided the answers thereto are so prepared as to indicate to the reader the coverage of the items without the necessity of his referring to the text of the items or instructions thereto. However, where any item requires information to be given in tabular form, it shall be given in substantially the tabular form specified in the item. All instructions, whether appearing under the items of the form or elsewhere

therein, are to be omitted. Unless expressly provided otherwise, if any item is inapplicable or the answer thereto is in the negative, an appropriate statement to that effect shall be made.

(Secs. 4, 16, 19, 24, 48 Stat. 77, 896, 85, as amended, 901; 15 U.S.C. 77d, 78p, 77s, 78x) [30 F.R. 2023, Feb. 13, 1965]

§ 240.12b-14 Riders; inserts.

Riders shall not be used. If the statement or report is typed on a printed form, and the space provided for the answer to any given item is insufficient, reference shall be made in such space to a full insert page or pages on which the item number and caption and the complete answer are given.

(Secs. 4, 16, 19, 24, 48 Stat. 77, 896, 85, as amended, 901; 15 U.S.C. 77d, 78p, 778, 78x) [30 F.R. 2023, Feb. 13, 1965]

§ 240.12b-15 Amendments

All amendments shall be filed under cover of Form 8 and shall comply with all pertinent requirements applicable to statements and reports. Amendments shall be filed separately for each separate statement or report amended. Amendments to a statement may be filed either before or after registration becomes effective.

(Secs. 4, 16, 19, 24, 48 Stat. 77, 896, 85, as amended, 901; 15 U.S.C. 77d, 78p, 77s, 78x) [30 F.R. 2023, Feb. 13, 1965]

GENERAL REQUIREMENTS AS TO CONTENTS

§ 240.12b-20 Additional information.

In addition to the information expressly required to be included in a statement or report, there shall be added such further material information, if any, as may be necessary to make the required statements, in the light of the circumstances under which they are made not misleading.

(Secs. 4, 16, 19, 24, 48 Stat. 77, 896, 85, as amended, 901; 15 U.S.C. 77d, 78p, 778, 78x) [30 F.R. 2023, Feb. 13, 1965]

§ 240.12b-21 Information unknown or not available.

Information required need be given only insofar as it is known or reasonably available to the registrant. If any required information is unknown and not reasonably available to the registrant, either because the obtaining thereof would involve unreasonable effort or expense, or because it rests peculiarly within the knowledge of another person not affiliated with the registrant, the information may be omitted, subject to the following conditions.

(a) The registrant shall give such information on the subject as it possesses or can acquire without unreasonable effort or expense, together with the sources thereof.

(b) The registrant shall include a statement either showing that unreasonable effort or expense would be involved or indicating the absence of any affiliation with the person within whose knowledge the information rests and stating the result of a request made to such person for the information.

§ 240.12b-22 Disclaimer of control.

If the existence of control is open to reasonable doubt in any instance, the registrant may disclaim the existence of control and any admission thereof; in such case, however, the registrant shall state the material facts pertinent to the possible existence of control.

§ 240.12b-23 Incorporation by refer

ence.

(a) Matter contained in any part of a statement or report, other than exhibits, may be incorporated by reference in answer or partial answer to any item of the same statement or report. Matter contained in an exhibit may be so incorporated to the extent permitted in § 240.12b-24. A statement for registration of an additional class of securities of the registrant on the same exchange may incorporate by reference any item contained in any statement pursuant to which such prior registration is effective.

(b) Any financial statement filed with the Commission pursuant to any act administered by the Commission may be incorporated by reference in a statement or report, filed with the Commission by the same or any other person, if it substantially conforms to the requirements of the form on which the statement or report is filed. Any financial statement filed with an exchange pursuant to the act may be incorporated by reference in any statement or report filed with the exchange by the same or any other person, if it substantially conforms to the requirements of the form on which the statement or report is filed. If any financial statement filed with the Commission is incorporated by reference in copies of a statement or report filed with the Commission pursuant to section 12 or 13 of the act, copies of the financial statement may be filed with the exchange in lieu of the corresponding financial statement required by the form on which the statement or report is filed.

(c) Material incorporated by reference shall be clearly identified in the reference. An express statement that the specified matter is incorporated by reference shall be made at the particular place in the statement or report where the information is required. Matter shall not be incorporated by reference in any case where such incorporation would render the statement or report incomplete, unclear, or confusing.

(Secs. 4, 16, 19, 24, 48 Stat. 77, 896, 85, as amended, 901; 15 U.S.C. 77d, 78p, 77s, 78x) [30 F.R. 2023, Feb. 13, 1965]

§ 240.12b-24 Summaries or outlines of documents.

When an item requires a summary or outline of the provisions of any document, only a brief statement shall be made, in succinct and condensed form, as to the most important provisions of the document. In addition to such statement, the summary or outline may incorporate by reference particular items, sections, or paragraphs of any exhibit and may be qualified in its entirety by such reference. Matter contained in an exhibit may be incorporated by reference in answer to an item only to the extent permitted by this section.

§ 240.12b-25 Extension of time for furnishing information.

If it is impractical to furnish any required information, document or report at the time it is required to be filed, the registrant may file with the Commission as a separate document an application (a) identifying the information, document or report in question, (b) stating why the filing thereof at the time required is impracticable, and (c) requesting an extension of time for filing the information, document or report to a specified date not more than 60 days after the date it would otherwise have to be filed. The application shall be deemed granted unless the Commission, within 10 days after receipt thereof, shall enter an order denying the application.

§ 240.12b-31

Omission of substantially identical documents.

In any case where two or more indentures, contracts, franchises, or other documents required to be filed as exhibits are substantially identical in all material respects except as to the parties thereto, the dates of execution, or other details, the registrant need file a copy of only one of such documents, with a schedule identifying the other documents omitted and setting forth the material details in which such documents differ from the document of which a copy is filed. The Commission may at any time in its discretion require the filing of copies of any documents so omitted.

§ 240.12b-32 Incorporation of exhibits by reference.

(a) Any document or part thereof filed with the Commission pursuant to any act administered by the Commission may, subject to § 201.24 of this chapter be incorporated by reference as an exhibit to any statement or report filed with the Commission by the same or any other person. Any document or part thereof filed with an exchange pursuant to the act may be incorporated by reference as an exhibit to any statement or report filed with the exchange by the same or any other person.

(b) If any modification has occurred in the text of any document incorporated by reference since the filing thereof, the registrant shall file with the reference a statement containing the text of any such modification and the date thereof.

(Secs. 4, 16, 19, 24, 48 Stat. 77, 896, 85, as amended, 901; 15 U.S.C. 77d, 78p, 77s, 78x) [13 F.R. 9321, Dec. 31, 1948, as amended at 30 F.R. 2023, Feb. 13, 1965]

§ 240.12b-33

Annual reports to other Federal agencies. Notwithstanding any rule or other requirement to the contrary, whenever copies of an annual report by a registrant to any other Federal agency are required or permitted to be filed as an exhibit to an application or report filed by such registrant with the Commission or with a securities exchange, only one copy of such annual report need be filed with the Commission and one copy thereof with each such exchange, provided appropriate reference to such copy is made in each copy of the application or report filed with the Commission or with such exchange.

[18 F.R. 1441, Mar. 13, 1958]

SPECIAL PROVISIONS

§ 240.12b-35 Use of registration statement under Securities Act of 1933.

(a) Any registrant which has effective under the Securities Act of 1933 a registration statement filed on Form S-1 (§ 239.11 of this chapter) and not subject to any proceeding under section 8 of that act or to an order entered thereunder may file an application for registration of securities on an exchange consisting of the following:

(1) The registration statement and all amendments thereto filed under the Securities Act of 1933, including financial statements and exhibits, or a composite of such statement as amended. However, any financial statements or exhibits not called for by the appropriate application form may be omitted.

(2) A description of the securities being registered, as required by the appropriate application form, unless they are of the same class as those registered under the statement referred to in subparagraph (1) of this paragraph.

(3) Any financial statements or exhibits required by the appropriate application form which are not contained in the statement referred to in subparagraph (1) of this paragraph.

(4) The approximate number of holders of record of each class of stock of the registrant, as of the latest practicable date.

(b) If the registrant has no securities listed and registered on the particular exchange, the application shall also include as exhibits the annual, semiannual and current reports which would have been required if securities of the registrant had become listed and registered on such exchange on the effective date of the registration statement referred to in paragraph (a) (1) of this section. If the registrant has filed reports pursuant to section 13 or 15 (d) of the act, it may file with the application copies of the reports filed pursuant to that section subsequent to the effective date of such registration statement, in lieu of the reports referred to in the preceding sentence.

(c) If the application for registration is filed more than one year after the effective date of the registration statement referred to in paragraph (a) (1) of this section, the information called for by items 3 and 4 of Form 10 shall be included in the application. If the

application is filed within one year after the effective date of such registration statement or within one year after the end of the fiscal year covered by the latest annual report furnished pursuant to paragraph (b) of this section, the application shall include a brief description of any materially important changes not previously reported, in the business of the registrant and its subsidiaries since the effective date of the registration statement, or since the end of the fiscal year covered by such annual report, as the case may be, including, in the case of an extractive company, any material changes in the reserves of such company. This paragraph shall not apply, however, if the registrant has securities listed and registered on any national securities exchange.

(d) An application for registration filed pursuant to this section shall be filed under cover of the facing sheet of the appropriate application form and shall be signed in accordance with the requirements of that form. Except as otherwise provided in this section, all pertinent provisions of this part relating to the preparation and filing of applications for registration shall apply to applications filed pursuant to this section. The following statement and list of contents shall be set forth on the first page of the application immediately following the facing page thereof:

This application is filed pursuant to § 240.12b-35 of the general rules and regulations under the Securities Exchange Act of 1934 and consists of the following information and documents:

(List the contents of the application for registration, commencing with the registration statement under the Securities Act of 1933, identifying it by file number and effective date.)

(e) In copies of the application filed with the Commission the registrant shall, subject to the limitations of § 201.24 of this chapter, incorporate by reference the registration statement referred to in paragraph (a) (1) of this section and any reports required by paragraph (b) of this section which are on file with the Commission. If such registration statement or any such annual report incorporates by reference any financial statements or exhibits required by the appropriate form which are on file with the Commission but are not on file with the exchange, copies of the application filed with the exchange shall include copies of such financial statements or

exhibits. Section 240.12b-36 shall apply to financial statements filed as a part of, or incorporated by reference in, applications for registration filed pursuant to this rule.

(f) Nothwithstanding any rule or regulation of the Commission to the contrary, the exhibits required by this form to be physically filed with the exchange may be in photocopy form.

(Sec. 19, 48 Stat. 85, as amended, sec. 20, 49 Stat. 833, secs. 305, 307, 314, 319, 53 Stat. 1154, 1156, 1167, 1173, as amended, secs. 38, 39, 54 Stat. 841; 15 U.S.C. 778, 77t, 77eee, 77ggg, 77nnn, 77sss, 80a-37, 80a-38) [22 F.R. 6887, Aug. 27, 1957, as amended at 29 F.R. 2421, Feb. 13, 1964; 29 F.R. 4769, Apr. 3, 1964]

§ 240.12b-36 Use of financial

ments filed under other acts.

state

Where copies of certified financial statements filed under other acts administered by the Commission are filed with a statement or report, the accountant's certificate shall be manually signed or manually signed copies of the certificate shall be filed with the financial statements. Where such financial statements are incorporated by reference in a statement or report, the written consent of the accountant to such incorporation by reference shall be filed with the statement or report. Such consent shall be dated and signed manually.

(Secs. 4, 16, 19, 24, 48 Stat. 77, 896, 85, as amended, 901; 15 U.S.C. 77d, 78p, 77s, 78x) [30 F.R. 2023, Feb. 13, 1965]

CERTIFICATION BY EXCHANGES

SOURCE: § § 240.12d1-1 to 240.12d-6 appear at 19 F.R. 670, Feb. 5, 1954, unless otherwise noted.

(a) An application filed pursuant to section 12 (b) and (c) of the act for registration of a security on a national securities exchange shall be deemed to apply for registration of the entire class of such security. Registration shall become effective, as provided in section 12 (d) of the act, (1) as to the shares or amounts of such class then issued, and (2), without further application for registration, upon issuance as to additional shares or amounts of such class then or thereafter authorized.

(b) This section shall apply to classes of securities of which a specified number of shares or amounts was registered or registered upon notice of issuance, and

to applications for registration filed, prior to the close of business on January 28, 1954, as well as to classes registered, or applications filed, thereafter.

(a) This section shall not affect the right of a national securities exchange to require the issuer of a registered security to file documents with or pay fees to the exchange in connection with the modification of such security or the issuance of additional shares or amounts.

(d) If a class of security is issuable in two or more series with different terms, each such series shall be deemed a separate class for the purposes of this section.

(Sec. 12, 48 Stat. 892, as amended; 15 U.S.C. 781)

A request for acceleration of the effective date of registration pursuant to section 12(d) of the act and § 240.12d1-1 shall be made in writing by either the registrant, the exchange, or both and shall briefly describe the reasons therefor.

(Sec. 12, 48 Stat. 892, as amended; 15 U.S.C. 781)

§ 240.12d1-3 Requirements as to certification.

(a) Certification that a security has been approved by an exchange for listing and registration pursuant to section 12 (d) of the act and § 240.12d1-1 shall be made by the governing committee or other corresponding authority of the exchange.

(b) The certification shall specify (1) the approval of the exchange for listing and registration; (2) the title of the security so approved; (3) the date of filing with the exchange of the application for registration and of any amendments thereto; and (4) any conditions imposed on such certification. The exchange shall promptly notify the Commission of the partial or complete satisfaction of any such conditions.

(c) The certification may be made by telegram but in such case shall be confirmed in writing. All certifications in writing and all amendments thereto shall be filed with the Commission in duplicate and at least one copy shall be manually signed by the appropriate exchange authority.

(Sec. 12, 48 Stat. 892, as amended; 15 U.S.C. 781)

§ 240.12d2-1 Suspension of trading.

(a) A national securities exchange may suspend from trading a security listed and registered thereon in accordance with its rules. Such exchange shall promptly notify the Commission of any date such suspension, the effective thereof, and the reasons therefor.

(b) Any such suspension may be continued until such time as it shall appear to the Commission that such suspension is designed to evade the provisions of section 12(d) and the rules and regulations thereunder relating to the withdrawal and striking of a security from listing and registration. During the continuance of such suspension the exchange shall notify the Commission promptly of any change in the reasons for the suspension. Upon the restora