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CITE

    15 USC Sec. 77aa                                            01/05/2009

EXPCITE

    TITLE 15 - COMMERCE AND TRADE
    CHAPTER 2A - SECURITIES AND TRUST INDENTURES
    SUBCHAPTER I - DOMESTIC SECURITIES

HEAD

    Sec. 77aa. Schedule of information required in registration
      statement

SCHEDULE A

      (1) The name under which the issuer is doing or intends to do
    business;
      (2) the name of the State or other sovereign power under which
    the issuer is organized;
      (3) the location of the issuer's principal business office, and
    if the issuer is a foreign or territorial person, the name and
    address of its agent in the United States authorized to receive
    notice;
      (4) the names and addresses of the directors or persons
    performing similar functions, and the chief executive, financial
    and accounting officers, chosen or to be chosen if the issuer be a
    corporation, association, trust, or other entity; of all partners,
    if the issuer be a partnership; and of the issuer, if the issuer be
    an individual; and of the promoters in the case of a business to be
    formed, or formed within two years prior to the filing of the
    registration statement;
      (5) the names and addresses of the underwriters;
      (6) the names and addresses of all persons, if any, owning of
    record or beneficially, if known, more than 10 per centum of any
    class of stock of the issuer, or more than 10 per centum in the
    aggregate of the outstanding stock of the issuer as of a date
    within twenty days prior to the filing of the registration
    statement;
      (7) the amount of securities of the issuer held by any person
    specified in paragraphs (4), (5), and (6) of this schedule, as of a
    date within twenty days prior to the filing of the registration
    statement, and, if possible, as of one year prior thereto, and the
    amount of the securities, for which the registration statement is
    filed, to which such persons have indicated their intention to
    subscribe;
      (8) the general character of the business actually transacted or
    to be transacted by the issuer;
      (9) a statement of the capitalization of the issuer, including
    the authorized and outstanding amounts of its capital stock and the
    proportion thereof paid up, the number and classes of shares in
    which such capital stock is divided, par value thereof, or if it
    has no par value, the stated or assigned value thereof, a
    description of the respective voting rights, preferences,
    conversion and exchange rights, rights to dividends, profits, or
    capital of each class, with respect to each other class, including
    the retirement and liquidation rights or values thereof;
      (10) a statement of the securities, if any, covered by options
    outstanding or to be created in connection with the security to be
    offered, together with the names and addresses of all persons, if
    any, to be allotted more than 10 per centum in the aggregate of
    such options;
      (11) the amount of capital stock of each class issued or included
    in the shares of stock to be offered;
      (12) the amount of the funded debt outstanding and to be created
    by the security to be offered, with a brief description of the
    date, maturity, and character of such debt, rate of interest,
    character of amortization provisions, and the security, if any,
    therefor. If substitution of any security is permissible, a
    summarized statement of the conditions under which such
    substitution is permitted. If substitution is permissible without
    notice, a specific statement to that effect;
      (13) the specific purposes in detail and the approximate amounts
    to be devoted to such purposes, so far as determinable, for which
    the security to be offered is to supply funds, and if the funds are
    to be raised in part from other sources, the amounts thereof and
    the sources thereof, shall be stated;
      (14) the remuneration, paid or estimated to be paid, by the
    issuer or its predecessor, directly or indirectly, during the past
    year and ensuing year to (a) the directors or persons performing
    similar functions, and (b) its officers and other persons, naming
    them wherever such remuneration exceeded $25,000 during any such
    year;
      (15) the estimated net proceeds to be derived from the security
    to be offered;
      (16) the price at which it is proposed that the security shall be
    offered to the public or the method by which such price is computed
    and any variation therefrom at which any portion of such security
    is proposed to be offered to any persons or classes of persons,
    other than the underwriters, naming them or specifying the class. A
    variation in price may be proposed prior to the date of the public
    offering of the security, but the Commission shall immediately be
    notified of such variation;
      (17) all commissions or discounts paid or to be paid, directly or
    indirectly, by the issuer to the underwriters in respect of the
    sale of the security to be offered. Commissions shall include all
    cash, securities, contracts, or anything else of value, paid, to be
    set aside, disposed of, or understandings with or for the benefit
    of any other persons in which any underwriter is interested, made,
    in connection with the sale of such security. A commission paid or
    to be paid in connection with the sale of such security by a person
    in which the issuer has an interest or which is controlled or
    directed by, or under common control with, the issuer shall be
    deemed to have been paid by the issuer. Where any such commission
    is paid the amount of such commission paid to each underwriter
    shall be stated;
      (18) the amount or estimated amounts, itemized in reasonable
    detail, of expenses, other than commissions specified in paragraph
    (17) of this schedule, incurred or borne by or for the account of
    the issuer in connection with the sale of the security to be
    offered or properly chargeable thereto, including legal,
    engineering, certification, authentication, and other charges;
      (19) the net proceeds derived from any security sold by the
    issuer during the two years preceding the filing of the
    registration statement, the price at which such security was
    offered to the public, and the names of the principal underwriters
    of such security;
      (20) any amount paid within two years preceding the filing of the
    registration statement or intended to be paid to any promoter and
    the consideration for any such payment;
      (21) the names and addresses of the vendors and the purchase
    price of any property, or good will, acquired or to be acquired,
    not in the ordinary course of business, which is to be defrayed in
    whole or in part from the proceeds of the security to be offered,
    the amount of any commission payable to any person in connection
    with such acquisition, and the name or names of such person or
    persons, together with any expense incurred or to be incurred in
    connection with such acquisition, including the cost of borrowing
    money to finance such acquisition;
      (22) full particulars of the nature and extent of the interest,
    if any, of every director, principal executive officer, and of
    every stockholder holding more than 10 per centum of any class of
    stock or more than 10 per centum in the aggregate of the stock of
    the issuer, in any property acquired, not in the ordinary course of
    business of the issuer, within two years preceding the filing of
    the registration statement or proposed to be acquired at such date;
      (23) the names and addresses of counsel who have passed on the
    legality of the issue;
      (24) dates of and parties to, and the general effect concisely
    stated of every material contract made, not in the ordinary course
    of business, which contract is to be executed in whole or in part
    at or after the filing of the registration statement or which
    contract has been made not more than two years before such filing.
    Any management contract or contract providing for special bonuses
    or profit-sharing arrangements, and every material patent or
    contract for a material patent right, and every contract by or with
    a public utility company or an affiliate thereof, providing for the
    giving or receiving of technical or financial advice or service (if
    such contract may involve a charge to any party thereto at a rate
    in excess of $2,500 per year in cash or securities or anything else
    of value), shall be deemed a material contract;
      (25) a balance sheet as of a date not more than ninety days prior
    to the date of the filing of the registration statement showing all
    of the assets of the issuer, the nature and cost thereof, whenever
    determinable, in such detail and in such form as the Commission
    shall prescribe (with intangible items segregated), including any
    loan in excess of $20,000 to any officer, director, stockholder or
    person directly or indirectly controlling or controlled by the
    issuer, or person under direct or indirect common control with the
    issuer. All the liabilities of the issuer in such detail and such
    form as the Commission shall prescribe, including surplus of the
    issuer showing how and from what sources such surplus was created,
    all as of a date not more than ninety days prior to the filing of
    the registration statement. If such statement be not certified by
    an independent public or certified accountant, in addition to the
    balance sheet required to be submitted under this schedule, a
    similar detailed balance sheet of the assets and liabilities of the
    issuer, certified by an independent public or certified accountant,
    of a date not more than one year prior to the filing of the
    registration statement, shall be submitted;
      (26) a profit and loss statement of the issuer showing earnings
    and income, the nature and source thereof, and the expenses and
    fixed charges in such detail and such form as the Commission shall
    prescribe for the latest fiscal year for which such statement is
    available and for the two preceding fiscal years, year by year, or,
    if such issuer has been in actual business for less than three
    years, then for such time as the issuer has been in actual
    business, year by year. If the date of the filing of the
    registration statement is more than six months after the close of
    the last fiscal year, a statement from such closing date to the
    latest practicable date. Such statement shall show what the
    practice of the issuer has been during the three years or lesser
    period as to the character of the charges, dividends or other
    distributions made against its various surplus accounts, and as to
    depreciation, depletion, and maintenance charges, in such detail
    and form as the Commission shall prescribe, and if stock dividends
    or avails from the sale of rights have been credited to income,
    they shall be shown separately with a statement of the basis upon
    which the credit is computed. Such statement shall also
    differentiate between any recurring and nonrecurring income and
    between any investment and operating income. Such statement shall
    be certified by an independent public or certified accountant;
      (27) if the proceeds, or any part of the proceeds, of the
    security to be issued is to be applied directly or indirectly to
    the purchase of any business, a profit and loss statement of such
    business certified by an independent public or certified
    accountant, meeting the requirements of paragraph (26) of this
    schedule, for the three preceding fiscal years, together with a
    balance sheet, similarly certified, of such business, meeting the
    requirements of paragraph (25) of this schedule of a date not more
    than ninety days prior to the filing of the registration statement
    or at the date such business was acquired by the issuer if the
    business was acquired by the issuer more than ninety days prior to
    the filing of the registration statement;
      (28) a copy of any agreement or agreements (or, if identical
    agreements are used, the forms thereof) made with any underwriter,
    including all contracts and agreements referred to in paragraph
    (17) of this schedule;
      (29) a copy of the opinion or opinions of counsel in respect to
    the legality of the issue, with a translation of such opinion, when
    necessary, into the English language;
      (30) a copy of all material contracts referred to in paragraph
    (24) of this schedule, but no disclosure shall be required of any
    portion of any such contract if the Commission determines that
    disclosure of such portion would impair the value of the contract
    and would not be necessary for the protection of the investors;
      (31) unless previously filed and registered under the provisions
    of this subchapter, and brought up to date, (a) a copy of its
    articles of incorporation, with all amendments thereof and of its
    existing bylaws or instruments corresponding thereto, whatever the
    name, if the issuer be a corporation; (b) copy of all instruments
    by which the trust is created or declared, if the issuer is a
    trust; (c) a copy of its articles of partnership or association and
    all other papers pertaining to its organization, if the issuer is a
    partnership, unincorporated association, joint-stock company, or
    any other form of organization; and
      (32) a copy of the underlying agreements or indentures affecting
    any stock, bonds, or debentures offered or to be offered.
      In case of certificates of deposit, voting trust certificates,
    collateral trust certificates, certificates of interest or shares
    in unincorporated investment trusts, equipment trust certificates,
    interim or other receipts for certificates, and like securities,
    the Commission shall establish rules and regulations requiring the
    submission of information of a like character applicable to such
    cases, together with such other information as it may deem
    appropriate and necessary regarding the character, financial or
    otherwise, of the actual issuer of the securities and/or the person
    performing the acts and assuming the duties of depositor or
    manager.
                                SCHEDULE B
      (1) Name of borrowing government or subdivision thereof;
      (2) specific purposes in detail and the approximate amounts to be
    devoted to such purposes, so far as determinable, for which the
    security to be offered is to supply funds, and if the funds are to
    be raised in part from other sources, the amounts thereof and the
    sources thereof, shall be stated;
      (3) the amount of the funded debt and the estimated amount of the
    floating debt outstanding and to be created by the security to be
    offered, excluding intergovernmental debt, and a brief description
    of the date, maturity, character of such debt, rate of interest,
    character of amortization provisions, and the security, if any,
    therefor. If substitution of any security is permissible, a
    statement of the conditions under which such substitution is
    permitted. If substitution is permissible without notice, a
    specific statement to that effect;
      (4) whether or not the issuer or its predecessor has, within a
    period of twenty years prior to the filing of the registration
    statement, defaulted on the principal or interest of any external
    security, excluding intergovernmental debt, and, if so, the date,
    amount, and circumstances of such default, and the terms of the
    succeeding arrangement, if any;
      (5) the receipts, classified by source, and the expenditures,
    classified by purpose, in such detail and form as the Commission
    shall prescribe for the latest fiscal year for which such
    information is available and the two preceding fiscal years, year
    by year;
      (6) the names and addresses of the underwriters;
      (7) the name and address of its authorized agent, if any, in the
    United States;
      (8) the estimated net proceeds to be derived from the sale in the
    United States of the security to be offered;
      (9) the price at which it is proposed that the security shall be
    offered in the United States to the public or the method by which
    such price is computed. A variation in price may be proposed prior
    to the date of the public offering of the security, but the
    Commission shall immediately be notified of such variation;
      (10) all commissions paid or to be paid, directly or indirectly,
    by the issuer to the underwriters in respect of the sale of the
    security to be offered. Commissions shall include all cash,
    securities, contracts, or anything else of value, paid, to be set
    aside, disposed of, or understandings with or for the benefit of
    any other persons in which the underwriter is interested, made, in
    connection with the sale of such security. Where any such
    commission is paid, the amount of such commission paid to each
    underwriter shall be stated;
      (11) the amount or estimated amounts, itemized in reasonable
    detail, of expenses, other than the commissions specified in
    paragraph (10) of this schedule, incurred or borne by or for the
    account of the issuer in connection with the sale of the security
    to be offered or properly chargeable thereto, including legal,
    engineering, certification, and other charges;
      (12) the names and addresses of counsel who have passed upon the
    legality of the issue;
      (13) a copy of any agreement or agreements made with any
    underwriter governing the sale of the security within the United
    States; and
      (14) an agreement of the issuer to furnish a copy of the opinion
    or opinions of counsel in respect to the legality of the issue,
    with a translation, where necessary, into the English language.
    Such opinion shall set out in full all laws, decrees, ordinances,
    or other acts of Government under which the issue of such security
    has been authorized.

SOURCE

    (May 27, 1933, ch. 38, title I, schedules A, B, 48 Stat. 88, 91;
    Pub. L. 105-353, title III, Sec. 301(a)(6), Nov. 3, 1998, 112 Stat.
    3235.)

AMENDMENTS

      1998 - Schedule A, par. (28). Pub. L. 105-353 substituted
    "identical" for "identic".

TRANSFER OF FUNCTIONS

      For transfer of functions of Securities and Exchange Commission,
    with certain exceptions, to Chairman of such Commission, see Reorg.
    Plan No. 10 of 1950, Secs. 1, 2, eff. May 24, 1950, 15 F.R. 3175,
    64 Stat. 1265, set out under section 78d of this title.