Rule 12b-12
 
Requirements as to Paper, Printing and Language
a. Statements
and reports shall be filed on good quality, unglazed white paper, no larger
than 8-1/2 x 11 inches in size, insofar as practicable. To the extent
that the reduction of larger documents would render them illegible, such
documents may be filed on paper larger than 8-1/2 x 11 inches in 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 and microfilming. 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 and all notes to financial
statements and other tabular data included therein shall be in roman type
at least as large and as legible as 10-point modern type. However, to
the extent necessary for convenient presentation, financial statements
and other tabular data, including tabular data in notes, may be in roman
type at least as large and as legible as 8-point modern type. All such
type shall be leaded at least 2 points. d.
1. All
Exchange Act filings and submissions must be in the English language,
except as otherwise provided by this section. If a filing or submission
requires the inclusion of a document that is in a foreign language, a
party must submit instead a fair and accurate English translation of the
entire foreign language document, except as provided by paragraph (d)(3)
of this section. 2.
If a filing or
submission subject to review by the Division of Corporation Finance requires
the inclusion of a foreign language document as an exhibit or attachment,
a party must submit a fair and accurate English translation of the foreign
language document if consisting of any of the following, or an amendment
of any of the following:
i. Articles
of incorporation, memoranda of association, bylaws, and other comparable
documents, whether original or restated; ii. Instruments
defining the rights of security holders, including indentures qualified
or to be qualified under the Trust Indenture Act of 1939;
iii. Voting
agreements, including voting trust agreements; iv. Contracts
to which directors, officers, promoters, voting trustees or security holders
named in a registration statement, report or other document are parties;
v. Contracts
upon which a filer's business is substantially dependent; vi. Audited
annual and interim consolidated financial information; and
vii. Any
document that is or will be the subject of a confidential treatment request
under
Rule 24b-2 under the Exchange
Act or
Rule 406
under the Securities Act. 3.
i.
A party may
submit an English summary instead of an English translation of a foreign
language document as an exhibit or attachment to a filing or submission
subject to review by the Division of Corporation Finance, as long as:
A. The
foreign language document does not consist of any of the subject matter
enumerated in paragraph (d)(2) of this section;
or
B. The
applicable form permits the use of an English summary.
ii.
Any English
summary submitted under paragraph (d)(3)
of this section must:
A. Fairly
and accurately summarize the terms of each material provision of the foreign
language document; and
B. Fairly
and accurately describe the terms that have been omitted or abridged.
4. When
submitting an English summary or English translation of a foreign language
document under this section, a party must identify the submission as either
an English summary or English translation. A party may submit a copy of
the unabridged foreign language document when including an English summary
or English translation of a foreign language document in a filing or submission.
A party must provide a copy of any foreign language document upon the
request of Commission staff. 5. A
foreign government or its political subdivision must provide a fair and
accurate English translation of its latest annual budget submitted as
Exhibit B to Form 18 or Exhibit (c) to Form 18-K (§ 249.318 of this chapter)
only if one is available. If no English translation is available, a filer
must provide a copy of the foreign language version of its latest annual
budget as an exhibit.
6. A
Canadian issuer may file an exhibit, attachment or other part of a Form
40-F registration statement or annual report, Schedule 13E-4F, Schedule
14D-1F, or Schedule 14D-9F, that contains text in both French and English
if the issuer included the French text to comply with the requirements
of the Canadian securities administrator or other Canadian authority and,
for an electronic filing, if the filing is an HTML document, as defined
in Regulation S-T Rule 11. e. Where
a statement or report is distributed to investors through an electronic
medium, issuers may satisfy legibility requirements applicable to printed
documents such as paper size and type size and font, by presenting all
required information in a format readily communicated to investors.
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