Rule 10b-17
  Untimely Announcements of Record
Dates
a.
It shall constitute a
"manipulative or deceptive device or contrivance" as used in
Section 10(b) of
the Act for any issuer of a class of securities publicly traded by the
use of any means or instrumentality of interstate commerce or of the mails
or of any facility of any national securities exchange to fail to give
notice in accordance with paragraph (b) hereof of the
following actions relating to such class of securities:
1. A
dividend or other distribution in cash or in kind, except an ordinary
interest payment on a debt security, but including a dividend or distribution
of any security of the same or another issuer;
2. A
stock split or reverse split; or
3. A
rights or other subscription offering.
b.
Notice shall be deemed
to have been given in accordance with this section only if:
1.
Given to the National
Association of Securities Dealers, Inc., no later than 10 days prior to
the record date involved or, in case of a rights subscription or other
offering if such 10 days advance notice is not practical, on or before
the record date and in no event later than the effective date of the registration
statement to which the offering relates, and such notice includes:
i. Title
of the security to which the declaration relates;
ii. Date
of declaration;
iii. Date
of record for determining holders entitled to receive the dividend or
other distribution or to participate in the stock or reverse split;
iv. Date
of payment or distribution or, in the case of a stock or reverse split
or rights or other subscription offering, the date of delivery;
v.
For a dividend
or other distribution including a stock or reverse split or rights or
other subscription offering:
a. In cash, the amount of cash to be paid or distributed
per share, except if exact per share cash distributions cannot be given
because of existing conversion rights which may be exercised during the
notice period and which may affect the per share cash distribution, then
a reasonable approximation of the per share distribution may be provided
so long as the actual per share distribution is subsequently provided
on the record date,
b. In
the same security, the amount of the security outstanding immediately
prior to and immediately following the dividend or distribution and the
rate of the dividend or distribution,
c. In
any other security of the same issuer, the amount to be paid or distributed
and the rate of the dividend or distribution,
d. In
any security of another issuer, the name of the issuer and title of that
security, the amount to be paid or distributed, and the rate of the dividend
or distribution and if that security is a right or a warrant, the subscription
price,
e. In
any other property (including securities not covered under
paragraphs
(b)(1)(v)(b) through (d) of this section) the identity of the property
and its value and basis for assigning that value;
vi. Method
of settlement of fractional interests;
vii. Details
of any condition which must be satisfied or Government approval which
must be secured to enable payment of distribution; and in
viii.
The case
of stock or reverse split in addition to the aforementioned information;
a. The
name and address of the transfer or exchange agent; or
2. The
Commission, upon written request or upon its own motion, exempts the issuer
from compliance with paragraph (b)(1)
of this section either unconditionally or on specified terms or conditions,
as not constituting a manipulative or deceptive device or contrivance
comprehended within the purpose of this section; or
3.
Given in accordance with procedures of the national securities exchange
or exchanges upon which a security of such issuer is registered pursuant
to section 12 of the Act which contain requirements substantially comparable to
those set forth in paragraph (b)(1)
of this section.
c. The
provisions of this rule shall not apply, however, to redeemable securities
issued by open-end investment companies and unit investment trusts registered
with the Commission under the Investment Company Act of 1940.
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