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§230.254 Solicitation of Interest Document for Use Prior to
an Offering
Statement.
(a) An issuer may publish or deliver to prospective purchasers a
written
document or make scripted radio or television broadcasts to
determine whether
there is any interest in a contemplated securities offering.
Following
submission of the written document or script of the broadcast to
the
Commission, as required by paragraph (b) of this section, oral
communications
with prospective investors and other broadcasts are permitted.
The written
documents, broadcasts and oral communications are each subject to
the
antifraud provisions of the federal securities laws. No
solicitation or
acceptance of money or other consideration, nor of any
commitment, binding or
otherwise, from any prospective investor is permitted. No sale
may be made
until qualification of the offering statement.
(b) While not a condition to any exemption pursuant to this
section:
(1) On or before the date of its first use, the issuer shall
submit a copy
of any written document or the script of any broadcast with the
Commission's
main office in Washington, D.C. (Attention: Office of Small
Business
Review). The document or broadcast script shall either contain or
be
accompanied by the name and telephone number of a person able to
answer
questions about the document or the broadcast.
NOTE: Only solicitation of interest material that contains
substantive
changes from or additions to previously submitted material needs
to be
submitted.
(2) The written document or script of the broadcast
shall:
(i) state that no money or other consideration is being
solicited, and if
sent in response, will not be accepted;
(ii) state that no sales of the securities will be made or
commitment to
purchase accepted until delivery of an offering circular that
includes
complete information about the issuer and the offering;
(iii) state that an indication of interest made by a prospective
investor
involves no obligation or commitment of any kind; and
(iv) identify the chief executive officer of the issuer and
briefly and in
general its business and products.
(3) Solicitations of interest pursuant to this provision may not
be made
after the filing of an offering statement.
(4) Sales may not be made until 20 calendar days after the last
publication
or delivery of the document or radio or television broadcast.
(c) Any written document under this section may
include a coupon, returnable
to the issuer indicating interest in a potential offering,
revealing the name,
address and telephone number of the prospective investor.
(d) Where an issuer has a bona fide change of intention and
decides to
register an offering after using the process permitted by this
section without
having filed the offering statement prescribed by §230.252, the
Regulation A
exemption for offers made in reliance upon this section will not
be subject to
integration with the registered offering, if at least 30 calendar
days have
elapsed between the last solicitation of interest and the filing
of the
registration statement with the Commission, and all solicitation
of interest
documents have been submitted to the Commission. With respect to
integration
with other offerings, see §230.251(c).
(e) Written solicitation of interest materials submitted to the
Commission and
otherwise in compliance with this section shall not be deemed to
be a
prospectus as defined in Section 2(10) of the Securities Act (15
U.S.C.
77b(10)).
I should probably mention that the underlining above is mine.
Also, if am not mistaken, the coupon below has some of the markings of a SCOR/U-7 Regulation D offering, and not Regulation A, and since it lacks the required warnings above, it probably is not be a "test the waters" coupon. Interestingly, if it were for Regulation A, it might be comprised primarily of stock that is held by officers.
