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(3) The successor registrant has been subject to such continuous disclosure requirements and listing requirements since the business combination, and is currently in compliance with its obligations thereunder.

(g) In the case of an exchange offer, the issuer of the subject securities shall be incorporated or organized under the laws of Canada or any Canadian province or territory and be a foreign private issuer, and less than 40 percent of the class of subject securities outstanding shall be held by U.S. holders. Instructions: 1. For purposes of exchange offers, the term “U.S. holder" shall mean any person whose address appears on the records of the issuer of the subject securities, any voting trustee, any depositary, any share transfer agent or any person acting in a similar capacity on behalf of the issuer of the subject securities as being located in the United States.

2. With respect to any tender offer, including any exchange offer, otherwise eligible to proceed in accordance with Rule 14d-1(b) under the Securities Exchange Act of 1934 (the “Exchange Act''), the issuer of the subject securities will be presumed to be a foreign private issuer and U.S. holders will be presumed to hold less than 40 percent of such outstanding securities, unless (a) the aggregate trading volume of that class on national securities exchanges in the United States and on NASDAQ exceeded its aggregate trading volume on securities exchanges in Canada and on the Canadian Dealing Network, Inc. (“CDN”) over the 12 calendar month period prior to commencement of this offer, or if commenced in response to a prior offer, over the 12 calendar month period prior to commencement of the initial offer (based on volume figures published by such exchanges and NASDAQ and CDN); (b) the most recent annual report or annual information form filed or submitted by the issuer with securities regulators of Ontario, Quebec, British Columbia or Alberta (or, if the issuer of the subject securities is not a reporting issuer in any of such provinces, with any other Canadian securities regulator) or with the Commission indicates that U.S. holders hold 40 percent or more of the outstanding subject class of securities; or (c) the offeror has actual knowledge that the level of U.S. ownership equals or exceeds 40 percent of such securities.

3. For purposes of this Form, if this Form is filed during the pendency of one or more ongoing cash tender or exchange offers for securities of the class subject to the offer that was commenced or was eligible to be commenced on Schedule 13E-4F, Schedule

14D-1F, and/or Form F-8 or Form F-80, the date for calculation of U.S. ownership shall be the same as that date used by the initial bidder or issuer.

4. For purposes of this Form, the class of subject securities shall not include any securities that may be converted into or are exchangeable for the subject securities.

5. For purposes of exchange offers, the calculation of U.S. holders shall be made as of the end of the subject issuer's last quarter or, if such quarter terminated within 60 days of the filing date, as of the end of such issuer's preceding quarter.

(h) In the case of a business combination, Form F-80 is available if:

(1) Each company participating in the business combination, including the successor registrant, is incorporated or organized under the laws of Canada or any Canadian province or territory and is a foreign private issuer;

(2) Each company participating in the business combination other than the successor registrant has had a class of its securities listed on The Montreal Exchange, The Toronto Stock Exchange or the Senior Board of the Vancouver Stock Exchange for the 12 calendar months immediately preceding the filing of this Form, has been subject to the continuous disclosure requirements of any securities commission or equivalent regulatory authority in Canada for a period of at least 36 calendar months immediately preceding the filing of this Form, and is currently in compliance with obligations arising from such listing and reporting; provided, however, that any such participating company shall not be required to meet such 36-month reporting requirement or 12-month listing requirement if other participating companies whose assets and gross revenues, respectively, would contribute at least 80 percent of the total assets and gross revenues from continuing operations of the successor registrant, as measured based on pro forma combination of the participating companies' most recently completed fiscal years, each meet such reporting and listing requirements; and

(3) The aggregate market value of the public float of the outstanding equity shares of each company participating in the business combination other than the successor registrant is (CN) $75 million or more; provided, however, that

any such participating company shall change offer, the issuer of the subject not be required to meet such public securities is an investment company float requirement if other partici- registered or required to be registered pating companies whose assets and under the Investment Company Act of gross revenues, respectively, would 1940. contribute at least 80 percent of the

(1) Registrants and any non-U.S. pertotal assets and gross revenues from

son acting as trustee with respect to continuing operations of the successor

the securities being registered shall registrant, as measured based on pro

each file a Form F-X (8239.42 of this forma combination of the participating

chapter) with the Commission at the companies' most recently completed

time of filing this Form. fiscal years, each meet such public float requirement; and, provided fur- [56 FR 30065, July 1, 1991) ther, that such public float requirement

EDITORIAL NOTE: For FEDERAL REGISTER cishall be deemed satisfied in the case of

tations affecting Form F-80, see the List of a participating company whose equity

CFR Sections Affected, which appears in the shares were the subject of an exchange Finding Aids section of the printed volume offer that was registered or would have and on GPO Access. been eligible for registration on Form F-8, Form F-9, Form F-10 or Form F- $ 239.42 Form F-X, for appointment of 80, or a tender offer in connection with agent for service of process and unwhich Schedule 13E-4F or 14D-1F was dertaking for issuers registering sefiled or could have been filed, that ter

curities on Form F-8, F-9, F-10, or minated within the last twelve months,

F-80 (8$ 239.38, 239.39, 239.40, or

239.41 of this chapter) or reg. if the participating company would

istering securities or filing periodic have satisfied such public float require

reports on Form 40-F (8 249.240f of ment immediately prior to commence- this chapter), or by any issuer or ment of such exchange or tender offer. other non-U.S. person filing tender

(i) In the case of a business combina- offer documents on Schedule 13Etion, less than 40 percent of the class of 4F, 14D-1F or 14D-9F (88 240.13esecurities to be offered by the suc- 102, 240.14d-102 or 240.14d-103 of cessor registrant shall be held by U.S. this chapter), by any non-U.S. perholders, as if measured immediately

son acting as trustee with respect after completion of the business com

to securities registered on Form F-7 bination.

($ 239.37 of this chapter), F-8, F-9,

F-10, F-80 or SB-2 78 239.10 of this Instructions: 1. For purposes of business com- chapter), or by a Canadian issuer binations, the term “U.S. holder" shall mean qualifying an offering statement any person whose address appears on the pursuant to Regulation A (8230.251 records of a participating company, any vot

et seq.) on Form 1-A ($ 239.90 of this ing trustee, any depositary, any share trans- chapter), or registering securities fer agent or any person acting in a similar on Form SB-2, or by any non-U.S. capacity on behalf of a participating com- issuer providing Form CB to the pany as being located in the United States.

Commission in connection with a 2. For purposes of business combinations, tender offer, rights offering or busithe calculation of U.S. holders shall be made ness combination. by a participant as of the end of such partici

Form F-X shall be filed with the pant's last quarter or, if such quarter terminated within 60 days of the filing date, as of

Commission: the end of such participant's preceding quar- (a) By any issuer registering securiter.

ties on Form F-8, F-9, F-10, F-80 or (j) In the case of a business combina

SB-2 under the Securities Act of 1933; tion, the securities to be registered on (b) By any issuer registering securithis Form shall be offered to U.S. hold

ties on Form 40-F under the Securities ers upon terms and conditions not less Exchange Act of 1934; favorable than those offered to any (c) By any issuer filing a periodic reother holder of the same class of such port on Form 40-F, if it has not presecurities of the participating com- viously filed a Form F-X in connection pany.

with the class of securities in relation (k) This Form shall not be used if the to which the obligation to file a report registrant or, in the case of an ex- on Form 40-F arises;

(d) By any issuer or other non-U.S. person filing tender offer documents on Schedule 13E-4F, 14D-1F or 14D-9F;

(e) By any non-U.S. person acting as trustee with respect to securities registered on Form F-7, F-8, F-9, F-10 or F-80;

(f) By a Canadian issuer qualifying an offering statement pursuant to the provisions of Regulation A, or registering securities on Form SB-2; and

(g) By any non-U.S. issuer providing Form CB to the Commission in connection with a tender offer, rights offering or business combination.

sure that the filing has been authorized by the filer.

(3) Password (PW)—allows a filer, filing agent or training agent to log on to the EDGAR system, submit filings, and change its CCC.

(4) Password Modification Authorization Code (PMAC)-allows a filer, filing agent or training agent to change its Password.

(b) Form ID also may be used or the purpose of requesting a reassignment of their CCC, PW and PMAC.

(56 FR 30067, July 1, 1991, as amended at 57 FR 36475, Aug. 13, 1992; 64 FR 61402, Nov. 10, 1999]

EDITORIAL NOTE: For FEDERAL REGISTER CItations affecting Form F-X, see the List of CFR Sections Affected, which appears in the Finding Aids section of the printed volume and on GPO Access.

[57 FR 18218, Apr. 29, 1992]

EDITORIAL NOTE: For FEDERAL REGISTER citations affecting Form ID, see the List of CFR Sections Affected, which appears in the Finding Aids section of the printed volume and on GPO Access.

$ 239.43 Form F-N, appointment of

agent for service of process by foreign banks and foreign insurance companies and certain of their holding companies and finance subsidiaries making public offerings of

securities in the United States. Form F-N shall be filed with the Commission in connection with the filing of a registration statement under the Act by those entities specified in rule 489 (17 CFR 230.489).

$ 239.64 Form SE, form for submission

of paper format exhibits by elec

tronic filers. This form shall be used by an electronic filer for the submission of any paper format document relating to an otherwise electronic filing, as provided in Rule 311 of Regulation S-T (8232.311 of this chapter). (58 FR 14682, Mar. 18, 1993]

EDITORIAL NOTE: For FEDERAL REGISTER citations affecting Form SE, see the List of CFR Sections Affected, which appears in the Finding Aids section of the printed volume and on GPO Access,

[56 FR 56299, Nov. 4, 1991]

$$ 239.44–239.61 [Reserved]

$ 239.62 [Reserved]

$ 239.63 Form ID, uniform application

for access codes to file on EDGAR. (a) Form ID is to be used by registrants, third party filers, or their agents for the purpose of requesting assignment of access codes to permit filing on EDGAR, as follows:

(1) Central Index Key (CIK)-uniquely identifies each filer, filing agent, and training agent.

(2) CIK Confirmation Code (CCC) used in the header of a filing in conjunction with the CIK of the filer to en

$ 239.65 Form TH—Notification of reli

ance on temporary hardship exemp

tion. Form TH shall be filed by any electronic filer who submits to the Commission, pursuant to a temporary hardship exemption, a document in paper format that otherwise would be required to be submitted electronically, as prescribed by Rule 201(a) of Regulation S-T (8232.201(a) of this chapter).

(58 FR 14682, Mar. 18, 1993]

EDITORIAL NOTE: For FEDERAL REGISTER citations affecting Form TH, see the List of CFR Sections Affected, which appears in the Finding Aids section of the printed volume and on GPO Access.

Subpart B-Forms Pertaining to

Exemptions

$ 239.90 Form 1-A, offering statement

under Regulation A. This form shall be used for filing under Regulation A (88230.251-230.263 of this chapter). [57 FR 36476, Aug. 13, 1992]

EDITORIAL NOTE: For FEDERAL REGISTER Cİtations affecting Form 1-A, see the List of CFR Sections Affected, which appears in the Finding Aids section of the printed volume and on GPO Access.

$ 239.91 Form 2-A, report pursuant to

Rule 257 of Regulation A. This form shall be used for reports of sales and use of proceeds pursuant to Rule 257 of Regulation A (8230.257 of this chapter). (57 FR 36476, Aug. 13, 1992)

EDITORIAL NOTE: For FEDERAL REGISTER citations affecting Form 2-A, see the List of CFR Sections Affected, which appears in the Finding Aids section of the printed volume and on GPO Access.

is mandatory before processing notices of proposed sale of securities under $ 230.144 of this chapter. The information will be used for the primary purpose of disclosing the proposed sale of unregistered securities by persons deemed not to be engaged in the distribution of securities. This notice will be made a matter of public record. Therefore, any information given will be available for inspection by any member of the public. Because of the public nature of the information, the Commission can utilize it for a variety of purposes, including referral to other governmental authorities or securities self-regulatory organizations for investigatory purposes

or in connection with litigation involving the Federal securities laws or other civil, criminal or regulatory statutes or provisions. Failure to disclose the information requested by Form 144 would make an exception under $ 230.144 of this chapter unavailable and may result in civil or criminal action for violations of the Federal securities laws. [37 FR 4329, Mar. 2, 1972, as amended at 40 FR 55319, Nov. 28, 1975; 43 FR 5423, Nov. 21, 1978; 62 FR 35340, July 1, 1997; 68 FR 25799, May 13, 2003]

EDITORIAL NOTE: For FEDERAL REGISTER citations affecting Form 144, see the List of CFR Sections Affected, which appears in the Finding Aids section of the printed volume and on GPO Access.

$$ 239.92–239.143 (Reserved]

$8 239.145–239.199 [Reserved]

8 239.144 Form 144, for notice of pro

posed sale of securities pursuant to

$ 230.144 of this chapter. (a) Except as indicated in paragraph (b) of this section, this form shall be filed in triplicate with the Commission at its principal office in Washington, DC, by each person who intends to sell securities in reliance upon $ 230.144 of this chapter and shall be transmitted for filing concurrently with either the placing with a broker of an order to execute a sale of securities or the execution directly with a market maker of a sale of securities.

(b) This form need not be filed if the amount of securities to be sold during any period of 3 months does not exceed 500 shares or other units and the aggregate sale price thereof does not exceed $10,000.

(c) Under sections 2(11), 4(1), 4(2), 4(4) and 19(a) of the Securities Act of 1933 (17 CFR 230) and Rule 144 thereunder, the Commission is authorized to solicit the information required to be supplied by this form by persons desiring to sell unregistered securities. Disclosure of the information specified in this form

$ 239.200 Form 1-E, notification under

Regulation E. This form shall be used for notification pursuant to Rule 604 (8230.604 of this chapter) of Regulation E (S$ 230.601-230.610a of this chapter) by a small business investment company or business development company

described in Rule 602 ($ 230.602 of this chapter). (Secs 3(b) and 3(c), Securities Act of 1933 (15 U.S.C. 77c (b) and (c); sec. 38, Investment Company Act of 1940 (15 U.S.C. 80a-37)) [49 FR 35347, Sept. 7, 1984)

EDITORIAL NOTE: For FEDERAL REGISTER CItations Form 1-E, see the List of CFR Sections Affected, which appears in the Finding Aids section of the printed volume and on GPO Access.

$ 239.201 Form 2-E, report of sales

pursuant to Rule 609 of Regulation

This form shall be used for report of sales of securities under Regulation E (88 230.601—230.610a of this chapter) by a small business investment company described in Rule 602 (8230.602 of this chapter) as required by Rule 609 of Regulation E (8230.609 of this chapter).

(e) A notice on Form D shall be considered filed with the Commission under paragraph (a) of this section:

(1) As of the date on which it is received at the Commission's principal office in Washington DC; or

(2) As of the date on which the notice is mailed by means of United States registered or certified mail to the Commission's principal office in Washington, DC, if the notice is delivered to such office after the date on which it is required to be filed.

$$ 239.202–239.300 (Reserved]

[54 FR 11374, Mar. 20, 1989]

EDITORIAL NOTE: For FEDERAL REGISTER CItations affecting Form D, see the List of CFR Sections Affected, which appears in the Finding Aids section of the printed volume and on GPO Access.

$ 239.701 [Reserved]

8 239.500 Form D, notice of sales of se

curities under Regulation D and section 4(6) of the Securities Act of

1933. (a) Five copies of a notice on this form shall be filed with the Commission no later than 15 days after the first sale of securities in an offering under Regulation D ($ 230.501—$ 230.508 of this chapter) or under section 4(6) of the Securities Act of 1933.

(b) One copy of every notice on Form D shall be manually signed by a person duly authorized by the issuer.

(c) When sales are made under $ 230.505, the notice shall contain an undertaking by the issuer to furnish to the Commission, upon the written request of its staff, the information furnished to non-accredited investors.

(d) Amendments to notices filed under paragraph (a) need only report the issuer's name and the information required by Part C and any material change in the facts from those set forth in Parts A and B.

$ 239.800 Form CB, report of sales of

securities in connection with an ex

change offer or a rights offering. This Form is used to report sales of securities in connection with a rights offering in reliance upon $230.801 of this chapter and to report sales of securities in connection with an exchange offer or business combination in reliance upon $ 230.802 of this chapter. (64 FR 61403, Nov. 10, 1999]

EDITORIAL NOTE: For FEDERAL REGISTER CItations affecting Form CB, see the List of CFR Sections Affected, which appears in the Finding Aids section of the printed volume and on GPO Access.

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