15 U.S.C. § 77aa — Schedule of information required in reg-

Page 172 TITLE 15—COMMERCE AND TRADE § 77aa § 77aa. Schedule of information required in reg- istration 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 busi- ness office, and if the issuer is a foreign or terri- torial person, the name and address of its agent in the United States authorized to receive no- tice; (4) the names and addresses of the directors or persons performing similar functions, and the chief executive, financial and accounting offi- cers, 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 under- writers; (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 ag- gregate 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 twen- ty 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 inten- tion to subscribe; (8) the general character of the business actu- ally 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, con- version 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, cov- ered by options outstanding or to be created in connection with the security to be offered, to- gether with the names and addresses of all per- sons, if any, to be allotted more than 10 per cen- tum 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 se- curity, if any, therefor. If substitution of any se- curity is permissible, a summarized statement of the conditions under which such substitution is permitted. If substitution is permissible with- out notice, a specific statement to that effect; (13) the specific purposes in detail and the ap- proximate amounts to be devoted to such pur- poses, so far as determinable, for which the se- curity 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 remunera- tion 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 un- derwriters, 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 noti- fied 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 secu- rity to be offered. Commissions shall include all cash, securities, contracts, or anything else of value, paid, to be set aside, disposed of, or un- derstandings with or for the benefit of any other persons in which any underwriter is interested, made, in connection with the sale of such secu- rity. A commission paid or to be paid in connec- tion 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 con- trol with, the issuer shall be deemed to have been paid by the issuer. Where any such com- mission 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 ac- count of the issuer in connection with the sale of the security to be offered or properly charge- able thereto, including legal, engineering, cer- tification, authentication, and other charges; (19) the net proceeds derived from any security sold by the issuer during the two years pre- ceding the filing of the registration statement, the price at which such security was offered to the public, and the names of the principal under- writers of such security; (20) any amount paid within two years pre- ceding 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 ordi- nary course of business, which is to be defrayed in whole or in part from the proceeds of the se- curity to be offered, the amount of any commis- Page 173 TITLE 15—COMMERCE AND TRADE § 77aa sion payable to any person in connection with such acquisition, and the name or names of such person or persons, together with any expense in- curred 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 hold- ing more than 10 per centum of any class of stock or more than 10 per centum in the aggre- gate 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 fil- ing 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 ef- fect 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 ma- terial 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, when- ever determinable, in such detail and in such form as the Commission shall prescribe (with in- tangible items segregated), including any loan in excess of $20,000 to any officer, director, stockholder or person directly or indirectly con- trolling 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 sur- plus was created, all as of a date not more than ninety days prior to the filing of the registra- tion statement. If such statement be not cer- tified by an independent public or certified ac- countant, in addition to the balance sheet re- quired to be submitted under this schedule, a similar detailed balance sheet of the assets and liabilities of the issuer, certified by an inde- pendent 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 state- ment is more than six months after the close of the last fiscal year, a statement from such clos- ing 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, divi- dends or other distributions made against its various surplus accounts, and as to depreciation, depletion, and maintenance charges, in such de- tail 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 pro- ceeds, of the security to be issued is to be ap- plied 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 state- ment 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 para- graph (17) of this schedule; (29) a copy of the opinion or opinions of coun- sel 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 disclo- sure shall be required of any portion of any such contract if the Commission determines that dis- closure 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 cor- responding thereto, whatever the name, if the issuer be a corporation; (b) copy of all instru- ments 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 pa- pers pertaining to its organization, if the issuer is a partnership, unincorporated association, joint-stock company, or any other form of orga- nization; and (32) a copy of the underlying agreements or in- dentures affecting any stock, bonds, or deben- tures offered or to be offered. In case of certificates of deposit, voting trust certificates, collateral trust certificates, certifi- Page 174 TITLE 15—COMMERCE AND TRADE § 77bb cates of interest or shares in unincorporated in- vestment 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 informa- tion 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 du- ties of depositor or manager. SCHEDULE B (1) Name of borrowing government or subdivi- sion thereof; (2) specific purposes in detail and the approxi- mate 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 esti- mated 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 amorti- zation provisions, and the security, if any, therefor. If substitution of any security is per- missible, a statement of the conditions under which such substitution is permitted. If substi- tution 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 secu- rity, excluding intergovernmental debt, and, if so, the date, amount, and circumstances of such default, and the terms of the succeeding ar- rangement, if any; (5) the receipts, classified by source, and the expenditures, classified by purpose, in such de- tail and form as the Commission shall prescribe for the latest fiscal year for which such informa- tion is available and the two preceding fiscal years, year by year; (6) the names and addresses of the under- writers; (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 secu- rity 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 se- curity, but the Commission shall immediately be notified of such variation; (10) all commissions paid or to be paid, di- rectly or indirectly, by the issuer to the under- writers 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 under- standings with or for the benefit of any other persons in which the underwriter is interested, made, in connection with the sale of such secu- rity. Where any such commission is paid, the amount of such commission paid to each under- writer 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 charge- able thereto, including legal, engineering, cer- tification, 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 re- spect to the legality of the issue, with a trans- lation, where necessary, into the English lan- guage. Such opinion shall set out in full all laws, decrees, ordinances, or other acts of Gov- ernment 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, § 301(a)(6), Nov. 3, 1998, 112 Stat. 3235.) Editorial Notes AMENDMENTS 1998—Schedule A, par. (28). Pub. L. 105–353 substituted ‘‘identical’’ for ‘‘identic’’. Executive Documents 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, §§ 1, 2, eff. May 24, 1950, 15 F.R. 3175, 64 Stat. 1265, set out under section 78d of this title. SUBCHAPTER II—FOREIGN SECURITIES § 77bb. ‘‘Corporation of Foreign Security Hold- ers’’; creation; principal office; branch offices For the purpose of protecting, conserving, and advancing the interests of the holders of foreign securities in default, there is hereby created a body corporate with the name ‘‘Corporation of Foreign Security Holders’’ (herein called the ‘‘Corporation’’). The principal office of the Cor- poration shall be located in the District of Co- lumbia, but there may be established agencies or branch offices in any city or cities of the United States under rules and regulations pre- scribed by the board of directors. (May 27, 1933, ch. 38, title II, § 201, 48 Stat. 92.) § 77cc. Directors of Corporation; appointment, term of office, and removal The control and management of the Corpora- tion shall be vested in a board of six directors, who shall be appointed and hold office in the fol- lowing manner: As soon as practicable after the date this chapter takes effect the Federal Trade Commission (hereinafter in this subchapter called ‘‘Commission’’) shall appoint six direc-