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This entry was published on 2014-09-22
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SECTION 1603
Contents of registration statement
Business Corporation (BSC) CHAPTER 4, ARTICLE 16
§ 1603. Contents of registration statement.

(a) The registration statement required to be filed pursuant to
subdivision (a) of section sixteen hundred two of this article shall
include:

1. Copies of all prospectuses, brochures, advertisements, circulars,
letters, or other matter by means of which the offeror proposes to
disclose to offerees all information material to a decision to accept or
reject the offer;

2. The identity and background of all persons on whose behalf the
acquisition of any equity security of the target company has been or is
to be effected;

3. The exact title and number of shares outstanding of the class of
equity securities being sought, the number of such securities being
sought and the consideration being offered therefor;

4. The source and amount of funds or other consideration used or to be
used in acquiring any equity security, including a statement describing
any securities, other than the existing capital stock or long term debt
of the offeror, which are being offered in exchange for the equity
securities of the target company and also including copies of all loan
or credit agreements and letters of commitment used or to be used to
secure financing for the acquisition of any equity security of the
target company;

5. A statement of any plans or proposals which the offeror, upon
gaining control, may have to liquidate the target company, sell its
assets, effect a merger or consolidation of it, or make any other major
change in its business, corporate structure, management personnel, or
policies of employment;

6. The number of shares of any equity security of the target company
of which each offeror is beneficial or record owner or has a right to
acquire, directly or indirectly, together with the name and address of
each person defined in this section as an offeror;

7. Particulars as to any contracts, arrangements, or understandings to
which an offeror is party with respect to any equity security of the
target company, including without limitation transfers of any equity
security, joint ventures, loans or option arrangements, puts and calls,
guarantees of loan, guarantees against loss, guarantees of profits,
division of losses or profits, or the giving or withholding of proxies,
naming the persons with whom such contracts, arrangements, or
understandings have been entered into;

8. Complete information on the organization and operations of the
offeror, including without limitation the year of organization, form of
organization, jurisdiction in which it is organized, a description of
each class of the offeror's capital stock and of its long term debt,
financial statements for the current period and for the three most
recent annual accounting periods, a description of pending legal
proceedings other than routine litigation to which the offeror or any of
its subsidiaries is a party or of which any of their property is the
subject, a brief description of the business done and projected by the
offeror and its subsidiaries and the general development of such
business over the past five years, the names of all directors and
executive officers together with biographical summaries of each for the
preceding three years to date;

9. A statement as to the potential impact, if any, of the offeror's
plans or proposals on the residents of New York state, including any
material change in the location of the target company's offices or
business activities within this state; any plant or facility relocation;
any plant or facility closings; any significant reduction in the
workforce at an individual plant or facility; any other material change
in the number, job classification, compensation, or other terms and
conditions of employment of persons employed by the target company in
this state; any material change in the relationships of the target
company with suppliers or customers within this state, or any other
material changes in the target company's business, corporate structure,
management, personnel or activities which would have a substantial
impact on residents of this state;

10. Particulars as to any pension plans; profit sharing plans; savings
plans; educational opportunities; relocation adjustments; labor
relations records, including violations of the federal national labor
relations act, occupational safety and health act of 1970, fair labor
standards act, or employee retirement and income security act, as
amended, finally adjudicated or settled within five years of the
commencement of the takover bid; earnings and dividend growth; community
activities; and charitable, cultural, educational and civic
contributions of the offeror;

11. If the offeror is a natural person, information concerning his
identity and background, including without limitation financial
statements for the current and three preceding years, a description of
his business activities and affiliations during that time period, and a
description of any pending legal or administrative proceedings, other
than routine and immaterial litigation, to which the offeror is a party
or of which any of his property is the subject; and

12. If debt securities or preferred stock are either offered in the
takeover bid or used as a source of funds in making the takeover bid,
the investment rating, if any, by a generally recognized rating service
of such debt security or preferred stock.

(b) If any material change occurs in the facts set forth in the
registration statement required by subdivision (a) of section sixteen
hundred two of this article, the offeror who filed such statement shall
promptly notify the attorney general and the target company of such
change in writing or by telephone confirmed in writing and shall amend
the registration statement to reflect such change promptly but not later
than the date such change is first published, sent or given to offerees.

(c) The attorney general may permit the omission of any information
required by subdivision (a) of this section to be included in the
registration statement if he determines that such information is
immaterial or otherwise unnecessary for the protection of offerees.