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Use of Proceeds from Registered Securities
Securities Act Rule 463
 General
- Report of Offering of Securities and Use of Proceeds Therefrom
- GPO version
- Rule
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Rule
- (a) Except as provided in this section, following the effective date
of the first registration statement filed under the Act by an issuer, the issuer
or successor issuer shall report the use of proceeds pursuant to Item 701 of
Regulation S-B or S-K or Item 14(e) of Form 20-F, as applicable, on its first
periodic report filed pursuant to Sections 13(a) and 15(d) of the Securities
Exchange Act of 1934 after effectiveness, and thereafter on each of its
subsequent periodic reports filed pursuant to Sections 13(a) and 15(d) of the
Securities Exchange Act of 1934 through the later of disclosure of the
application of all the offering proceeds or disclosure of the termination of the
offering.
- (b) A successor issuer shall comply with paragraph (a) of this section
only if a report of the use of proceeds is required with respect to the first
effective registration statement of the predecessor issuer.
- (c) For purposes of this section:
- 1. The term offering proceeds shall not
include any amount(s) received for the account(s) of any selling security
holder(s).
- 2. The term application shall not include
the temporary investment of proceeds by the issuer pending final application.
- (d) This section shall not apply to any effective registration
statement for securities to be issued:
- 1. In a business combination described in
Rule 145(a);
- 2. By an issuer which pursuant to a
business combination described in Rule 145(a) has succeeded to another issuer
that prior to such business combination had a registration statement become
effective under the Act and on the date of such business combination was not
subject to paragraph (a) of this section;
- 3. Pursuant to an employee benefit plan;
- 4. Pursuant to a dividend or interest
reinvestment plan;
- 5. As American depository receipts for
foreign securities;
- 6. By any investment company registered
under the Investment Company Act of 1940 and any issuer that has elected to be
regulated as a business development company under sections 54 through 65 of the
Investment Company Act of 1940;
- 7. By any public utility company or public
utility holding company required to file reports with any State or Federal
authority.
- 8. In a merger in which a vote or consent
of the security holders of the company being acquired is not required pursuant
to applicable state law; or
- 9. In an exchange offer for the securities
of the issuer or another entity.
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S-K 701(f) Use of Proceeds
General
- Complete text of Instruction
- GPO version
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701(f)
Use of Proceeds
- Use of Proceeds. As required by Rule 463 of this chapter, following
the effective date of the first registration statement filed under the
Securities Act by an issuer, the issuer or successor issuer shall report the use
of proceeds on its first periodic report filed pursuant to sections 13(a) and
15(d) of the Exchange Act after effectiveness of its Securities Act registration
statement, and thereafter on each of its subsequent periodic reports filed
pursuant to sections 13(a) and 15(d) of the Exchange Act through the later of
disclosure of the application of all the offering proceeds, or disclosure of the
termination of the offering. If a report of the use of proceeds is required with
respect to the first effective registration statement of the predecessor issuer,
the successor issuer shall provide such a report. The information provided
pursuant to paragraphs (f)(2) through (f)(4) of this Item need only be provided
with respect to the first periodic report filed pursuant to sections 13(a) and
15(d) of the Exchange Act after effectiveness of the registration statement
filed under the Securities Act. Subsequent periodic reports filed pursuant to
sections 13(a) and 15(d) of the Exchange Act need only provide the information
required in paragraphs (f)(2) through (f)(4) of this Item if any of such
required information has changed since the last periodic report filed. In
disclosing the use of proceeds in the first periodic report filed pursuant to
the Exchange Act, the issuer or successor issuer should include the following
information:
- 1. The effective date of the Securities Act
registration statement for which the use of proceeds information is being
disclosed and the Commission file number assigned to the registration statement;
- 2. If the offering has commenced, the
offering date, and if the offering has not commenced, an explanation why it has
not;
- 3. If the offering terminated before any
securities were sold, an explanation for such termination; and
- 4. If the offering did not terminate before
any securities were sold, disclose:
i. Whether the offering has terminated and, if so, whether it terminated before
the sale of all securities registered;
ii. The name(s) of the managing underwriter(s), if any;
iii. The title of each class of securities registered and, where a class of
convertible securities is being registered, the title of any class of securities
into which such securities may be converted;
iv. For each class of securities (other than a class of securities into which a
class of convertible securities registered may be converted without additional
payment to the issuer) the following information, provided for both the account
of the issuer and the account(s) of any selling security holder(s): the amount
registered, the aggregate price of the offering amount registered, the amount
sold and the aggregate offering price of the amount sold to date;
v. From the effective date of the Securities Act registration statement to the
ending date of the reporting period, the amount of expenses incurred for the
issuer's account in connection with the issuance and distribution of the
securities registered for underwriting discounts and commissions, finders' fees,
expenses paid to or for underwriters, other expenses and total expenses.
Indicate if a reasonable estimate for the amount of expenses incurred is
provided instead of the actual amount of expense. Indicate whether such payments
were:
A. Direct or indirect payments to directors, officers, general partners of the
issuer or their associates; to persons owning ten (10) percent or more of any
class of equity securities of the issuer; and to affiliates of the issuer; or
B. Direct or indirect payments to others;
vi. The net offering proceeds to the issuer after deducting the total expenses
described in paragraph (f)(4)(v) of this Item;
vii. From the effective date of the Securities Act registration statement to the
ending date of the reporting period, the amount of net offering proceeds to the
issuer used for construction of plant, building and facilities; purchase and
installation of machinery and equipment; purchases of real estate; acquisition
of other business(es); repayment of indebtedness; working capital; temporary
investments (which should be specified); and any other purposes for which at
least five (5) percent of the issuer's total offering proceeds or $100,000
(whichever is less) has been used (which should be specified). Indicate if a
reasonable estimate for the amount of net offering proceeds applied is provided
instead of the actual amount of net offering proceeds used. Indicate whether
such payments were:
A. Direct or indirect payments to directors, officers, general partners of the
issuer or their associates; to persons owning ten (10) percent or more of any
class of equity securities of the issuer; and to affiliates of the issuer; or
B. Direct or indirect payments to others; and
viii. If the use of proceeds in paragraph (f)(4)(vii) of this Item represents a
material change in the use of proceeds described in the prospectus, the issuer
should describe briefly the material change.
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| Instructions SEC_CODE_REF_0090001192884
- 1. Information required by this Item 701 need not be set forth as to
notes, drafts, bills of exchange, or bankers' acceptances which mature not later
than one year from the date of issuance.
- 2. If the sales were made in a series of transactions, the information
may be given by such totals and periods as will reasonably convey the
information required.
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S-K 701(f) Use of Proceeds from Registered Securities
SEC Releases
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