(c) It shall be unlawful for any person, directly or indirectly, to make use of any means or instruments of transportation or communication in interstate commerce or of the mails to offer to sell or offer to buy through the use or medium of any prospectus or otherwise any security, unless a registration statement has been filed as to such security, or while the registration statement is the subject of a refusal order or stop order or (prior to the effective date of the registration statement) any public proceeding or examination under section 8.

REGISTRATION OF SECURITIES AND SIGNING CF REGISTRATION

STATEMENT

SEC. 6. [77f] (a) Any security may be registered with the Commission under the terms and conditions hereinafter provided, by filing a registration statement in triplicate, at least one of which shall be signed by each issuer, its principal executive officer or officers, its principal financial officer, its comptroller or principal accounting officer, and the majority of its board of directors or persons performing similar functions (or, if there is no board of directors or persons performing similar functions, by the majority of the persons or board having the power of management of the issuer), and in case the issuer is a foreign or Territorial person by its duly authorized representative in the United States; except that when such registration statement relates to a security issued by a foreign government, or political subdivision thereof, it need be signed only by the underwriter of such security. Signatures of all such persons when written on the said registration statements shall be presumed to have been so written by authority of the person whose signature is so affixed and the burden of proof, in the event such authority shall be denied, shall be upon the party denying the same. The affixing of any signature without the authority of the purported signer shall constitute a violation of this title. A registration statement shall be deemed effective only as to the securities specified therein as proposed to be offered.

(b) REGISTRATION FEE.

(1) RECOVERY OF COST OF SERVICES.-The Commission shall, in accordance with this subsection, 1 collect registration fees that are designed to recover the costs to the government of the securities registration process, and costs related to such process, including enforcement activities, policy and rulemaking activities, administration, legal services, and international regulatory activities.

(2) FEE PAYMENT REQUIRED.-At the time of filing a registration statement, the applicant shall pay to the Commission a fee that shall be equal to the sum of the amounts (if any) determined under the rates established by paragraphs (3) and (4). The Commission shall publish in the Federal Register notices of the fee rates applicable under this section for each fiscal year.

(3) GENERAL REVENUE FEES.-The rate determined under this paragraph is a rate equal to $200 per $1,000,000 of the maximum aggregate price at which such securities are pro

1 But see sections 24(e) and 24(f) of the Investment Company Act of 1940, infra.

posed to be offered, except that during fiscal year 2007 and any succeeding fiscal year such rate is equal to $67 per $1,000,000 of the maximum aggregate price at which such securities are proposed to be offered. Fees collected during any fiscal year pursuant to this paragraph shall be deposited and credited as general revenues of the Treasury.

(4) OFFSETTING COLLECTION FEES.—

(A) IN GENERAL.-Except

provided in subparagraphs (B) and (C), the rate determined under this paragraph is a rate equal to the following amount per $1,000,000 of the maximum aggregate price at which such securities are proposed to be offered:

(i) $95 during fiscal year 1998;
(ii) $78 during fiscal year 1999;
(iii) $64 during fiscal year 2000;
(iv) $50 during fiscal year 2001;
(v) $39 during fiscal year 2002;
(vi) $28 during fiscal year 2003;
(vii) $9 during fiscal year 2004;
(viii) $5 during fiscal year 2005; and

(ix) $0 during fiscal year 2006 or any succeeding fiscal year.

(B) LIMITATION; DEPOSIT.-Except as provided in subparagraph (C), no amounts shall be collected pursuant to this paragraph (4) for any fiscal year except to the extent provided in advance in appropriations Acts. Fees collected during any fiscal year pursuant to this paragraph shall be deposited and credited as offsetting collections in accordance with appropriations Acts.

(C) LAPSE OF APPROPRIATIONS.-If on the first day of a fiscal year a regular appropriation to the Commission has not been enacted, the Commission shall continue to collect fees (as offsetting collections) under this paragraph at the rate in effect during the preceding fiscal year, until such a regular appropriation is enacted.

(5) PRO RATA APPLICATION OF RATES.-The rates required by this subsection shall be applied pro rata to amounts and balances equal to less than $1,000,000.

(c) The filing with the Commission of a registration statement, or of an amendment to a registration statement, shall be deemed to have taken place upon the receipt thereof, but the filing of a registration statement shall not be deemed to have taken place unless it is accompanied by a United States postal money order or a certified bank check or cash for the amount of the fee required under subsection (b).

(d) The information contained in or filed with any registration statement shall be made available to the public under such regulations as the Commission may prescribe, and copies thereof, photostatic or otherwise, shall be furnished to every applicant at such reasonable charge as the Commission may prescribe.

INFORMATION REQUIRED IN REGISTRATION STATEMENT SEC. 7. [77g] (a) The registration statement, when rela a security other than a security issued by a foreign governm political subdivision thereof, shall contain the information, accompanied by the documents, specified in Schedule A, and relating to a security issued by a foreign government, or p subdivision thereof, shall contain the information, and be a panied by the documents, specified in Schedule B; except th Commission may by rules or regulations provide that any information or document need not be included in respect o class of issuers or securities if it finds that the requirement of information or document is inapplicable to such class and tha closure fully adequate for the protection of investors is othe required to be included within the registration statement. I accountant, engineer, or appraiser, or any person whose profe gives authority to a statement made by him, is named as ha prepared or certified any part of the registration statement, named as having prepared or certified a report or valuation for in connection with the registration statement, the written con of such person shall be filed with the registration statement. If such person is named as having prepared or certified a repor valuation (other than a public official document or statem which is used in connection with the registration statement, bu not named as having prepared or certified such report or valua for use in connection with the registration statement, the wri consent of such person shall be filed with the registration sta ment unless the Commission dispenses with such filing as imp ticable or as involving undue hardship on the person filing the istration statement. Any such registration statement shall cont such other information, and be accompanied by such other do ments, as the Commission may by rules or regulations require being necessary or appropriate in the public interest or for the p tection of investors.

(b)(1) The Commission shall prescribe special rules with spect to registration statements filed by any issuer that is a bla check company. Such rules may, as the Commission determin necessary or appropriate in the public interest or for the protectio of investors

(A) require such issuers to provide timely disclosure, pri to or after such statement becomes effective under section & of (i) information regarding the company to be acquired an the specific application of the proceeds of the offering, or (ii additional information necessary to prevent such statemen from being misleading;

(B) place limitations on the use of such proceeds and the distribution of securities by such issuer until the disclosures required under subparagraph (A) have been made; and

(C) provide a right of rescission to shareholders of such securities.

(2) The Commission may, as it determines consistent with the public interest and the protection of investors, by rule or order

1 For additional information required of certain public utilities, see 16 U.S.C. 824c(h).

exempt any issuer or class of issuers from the rules prescribed under paragraph (1).

(3) For purposes of paragraph (1) of this subsection, the term "blank check company" means any development stage company that is issuing a penny stock (within the meaning of section 3(a)(51) of the Securities Exchange Act of 1934) and that—

(A) has no specific business plan or purpose; or

(B) has indicated that its business plan is to merge with an unidentified company or companies.

TAKING EFFECT OF REGISTRATION STATEMENTS AND AMENDMENTS

THERETO

SEC. 8. [77h] (a) Except as hereinafter provided, the effective date of a registration statement shall be the twentieth day after the filing thereof or such earlier date as the Commission may determine, having due regard to the adequacy of the information respecting the issuer theretofore available to the public, to the facility with which the nature of the securities to be registered, their relationship to the capital structure of the issuer and the rights of holders thereof can be understood, and to the public interest and the protection of investors. If any amendment to any such statement is filed prior to the effective date of such statement, the registration statement shall be deemed to have been filed when such amendment was filed; except that an amendment filed with the consent of the Commission, prior to the effective date of the registration statement, or filed pursuant to an order of the Commission, shall be treated as a part of the registration statement.

(b) If it appears to the Commission that a registration statement is on its face incomplete or inaccurate in any material respect, the Commission may, after notice by personal service or the sending of confirmed telegraphic notice not later than ten days after the filing of the registration statement, and opportunity for hearing (at a time fixed by the Commission) within ten days after such notice by personal service or the sending of such telegraphic notice, issue an order prior to the effective date of registration refusing to permit such statement to become effective until it has been amended in accordance with such order. When such statement has been amended in accordance with such order the Commission shall so declare and the registration shall become effective at the time provided in subsection (a) or upon the date of such declaration, whichever date is the later.

(c) An amendment filed after the effective date of the registration statement, if such amendment, upon its face, appears to the Commission not to be incomplete or inaccurate in any material respect, shall become effective on such date as the Commission may determine, having due regard to the public interest and the protection of investors.

(d) If it appears to the Commission at any time that the registration statement includes any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading, the Commission may, after notice by personal service or the sending of confirmed telegraphic notice, and after opportunity for hearing (at a time fixed by the Commission) within fifteen days

after such notice by personal service or the sending of such telegraphic notice, issue a stop order suspending the effectiveness of the registration statement.1 When such statement has been amended in accordance with such stop order the Commission shall so declare and thereupon the stop order shall cease to be effective. (e) The Commission is hereby empowered to make an examination in any case in order to determine whether a stop order should issue under subsection (d). In making such examination the Commission or any officer or officers designated by it shall have access to and may demand the production of any books and papers of, and may administer oaths and affirmations to and examine, the issuer, underwriter, or any other person, in respect of any matter relevant to the examination, and may, in its discretion, require the production of a balance sheet exhibiting the assets and liabilities of the issuer, or its income statement, or both, to be certified to by a public or certified accountant approved by the Commission. If the issuer or underwriter shall fail to cooperate, or shall obstruct or refuse to permit the making of an examination, such conduct shall be proper ground for the issuance of a stop order.

(f) Any notice required under this section shall be sent to or served on the issuer, or, in case of a foreign government or political subdivision thereof, to or on the underwriter, or, in the case of a foreign or Territorial person, to or on its duly authorized representative in the United States named in the registration statement, properly directed in each case of telegraphic notice to the address given in such statement.

CEASE-AND-DESIST PROCEEDINGS

SEC. 8A. [77h-1] (a) AUTHORITY OF THE COMMISSION.-If the Commission finds, after notice and opportunity for hearing, that any person is violating, has violated, or is about to violate any provision of this title, or any rule or regulation thereunder, the Commission may publish its findings and enter an order requiring such person, and any other person that is, was, or would be a cause of the violation, due to an act or omission the person knew or should have known would contribute to such violation, to cease and desist from committing or causing such violation and any future violation of the same provision, rule, or regulation. Such order may, in addition to requiring a person to cease and desist from committing or causing a violation, require such person to comply, or to take steps to effect compliance, with such provision, rule, or regulation, upon such terms and conditions and within such time as the Commission may specify in such order. Any such order may, as the Commission deems appropriate, require future compliance or steps to effect future compliance, either permanently or for such period of time as the Commission may specify, with such provision, rule, or regulation with respect to any security, any issuer, or any other person.

(b) HEARING.-The notice instituting proceedings pursuant to subsection (a) shall fix a hearing date not earlier than 30 days nor later than 60 days after service of the notice unless an earlier or a later date is set by the Commission with the consent of any respondent so served.

1 See also section 14(a) of the Investment Company Act of 1940, infra.