Release No. 33-7645A

64 Fed. Reg. 61497 - Nov. 12, 1999

Rule 701--Exempt Offerings Pursuant to Compensatory Arrangements; Correction

ACTION: Correcting amendment.

SUMMARY: This document contains a correction to final rules adopted in Release No. 33-7645 (February 25, 1999), which were published in the Federal Register on Monday, March 8, 1999 (64 FR 11095). The rules relate to the manner of calculating the amount of the exempt offerings pursuant to Rule 701.

EFFECTIVE DATE: November 5, 1999.

FOR FURTHER INFORMATION CONTACT: Richard K. Wulff, Office of Small Business, Division of Corporation Finance at (202) 942-2950.

SUPPLEMENTARY INFORMATION: In connection with the adoption of rules relating to the Rule 701 exemption for compensatory benefit plans, on February 25, 1999 the Commission adopted provisions to determine the available amount of securities subject to the exemption. Because of inaccuracy in the language within the adopting release, a different way of making such calculations appears in the Code of Federal Regulations than that approved by the Commission. The correction removes a typographical error and also deletes the reference to the necessity of only making calculations based upon an annual balance sheet. The original intention was to permit calculations to be made on the basis of interim balance sheets as long as they were no older than the issuer's most recent fiscal year end.

List of Subjects in 17 CFR Part 230

Reporting and recordkeeping requirements, Securities.

PART 230--GENERAL RULES AND REGULATIONS, SECURITIES ACT OF 1933

Accordingly, 17 CFR part 230 is corrected by making the following correcting amendments:

1. The authority citation for part 230 continues to read in part as follows:

Authority: 15 U.S.C. 77b, 77f, 77g, 77h, 77j, 77r, 77s, 77sss, 78c, 78d, 78l, 78m, 78n, 78o, 78w, 78ll(d), 79t, 80a-8, 80a-24, 80a- 28,

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80a-29, 80a-30, and 80a-37, unless otherwise noted. * * * * *

Sec. 230.701 [Amended]

2. In Sec. 230.701, revise the phrase '' are or derive'' to read ''or derive'' in the last sentence of the introductory text of paragraph (c).

3. In Sec. 230.701, revise the phrase ''most recent annual balance sheet date'' to read ''most recent balance sheet date'' in paragraphs (d)(2)(ii) and (d)(2)(iii).

Dated: November 5, 1999.