|
Dilution
Overview
|
 Rule
Applies to specified common equity offerings with a disparity between offering price and prior insider purchases
- Disclose net tangible book value per share (before/after)
- Show increase attributable to offering proceeds
- Show dilution to purchasers
- For real estate limited partnerships, see S-K 801
|
S-K 506 Dilution
 General
- Complete text of Instruction
- GPO version
|
| S-K
506 Dilution SEC_CODE_REF_0090001192884
- Where common equity securities are being registered and there is
substantial disparity between the public offering price and the effective cash
cost to officers, directors, promoters and affiliated persons of common equity
acquired by them in transactions during the past five years, or which they have
the right to acquire, and the registrant is not subject to the reporting
requirements of section 13(a) or 15(d) of the Exchange Act immediately prior to
filing of the registration statement, there shall be included a comparison of
the public contribution under the proposed public offering and the effective
cash contribution of such persons. In such cases, and in other instances where
common equity securities are being registered by a registrant that has had
losses in each of its last three fiscal years and there is a material dilution
of the purchasers' equity interest, the following shall be disclosed:
- a. The net tangible book value per share
before and after the distribution;
- b. The amount of the increase in such net
tangible book value per share attributable to the cash payments made by
purchasers of the shares being offered; and
- c. The amount of the immediate dilution
from the public offering price which will be absorbed by such purchasers.
|
Applies To
SEC Releases
Related Topics
|
