
From the U.S. Code Online via GPO Access
[wais.access.gpo.gov]
[Laws in effect as of January 2, 2001]
[Document not affected by Public Laws enacted between
  January 2, 2001 and January 28, 2002]
[CITE: 15USC77aa]

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

(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.

                  Section Referred to in Other Sections

    This section is referred to in sections 77g, 77j, 80a-24 of this 
title.
