The SEC staff still follows St. Ives Holding Co., Inc

Article Abstract:

Recent Securities and Exchange Commission (SEC) no-action letters involving Microsoft Corp., Symantec Corp. and Cadillac Fairview should be limited to their facts and should not be considered a departure from the SEC's position in St. Ives Holding Co., Inc. In St. Ives, the SEC stated that when section 3(a)(10) of the Securities Act of 1933 applies to a corporate reorganization to exempt the securities involved the stock is freely saleable when received by nonaffiliates. Affiliates of the acquiring corporation are limited in their ability to dispose of the exempt securities under Rule 145.

Regulation misc. commercial sectors, Securities & Exchange Commisn, Investigations, Corporate reorganizations, United States. Securities and Exchange Commission

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Revision: SEC now requires public disclosure of Regulation S, section 4(2), and other exempt issuer sales

Article Abstract:

The Securities and Exchange Commission has revised Regulations S-K and S-B to require that reporting companies disclose certain unregistered securities offerings. The SEC's Oct. 10, 1996, release explains that the revision is intended to ensure that US markets receive adequate information before equity securities sold offshore are resold in the US. Form 8-K should be used to publicly report sales made in reliance on Regulation S within 15 days of the sale.

Securities & Commodities Regulatn, Disclosure (Securities law)

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