17 CFR §230.135

1. (a)When notice is not an offer. For purposes of section 5 of the Act (15 U.S.C. 77e) only, an issuer or a selling security holder (and any person acting on behalf of either of them) that publishes through any medium a notice of a proposed offering to be registered under the Act will not be deemed to offer its securities for sale through that notice if:
   1. (1)Legend. The notice includes a statement to the effect that it does not constitute an offer of any securities for sale; and
   2. (2)Limited notice content. The notice otherwise includes no more than the following information:
      1. (i)The name of the issuer;
      2. (ii)The title, amount and basic terms of the securities offered;
      3. (iii)The amount of the offering, if any, to be made by selling security holders;
      4. (iv)The anticipated timing of the offering;
      5. (v)A brief statement of the manner and the purpose of the offering, without naming the underwriters;
      6. (vi)Whether the issuer is directing its offering to only a particular class of purchasers;
      7. (vii)Any statements or legends required by the laws of any state or foreign country or administrative authority; and
      8. (viii)In the following offerings, the notice may contain additional information, as follows:
         1. (A)Rights offering. In a rights offering to existing security holders:
            1. (1)The class of security holders eligible to subscribe;
            2. (2)The subscription ratio and expected subscription price;
            3. (3)The proposed record date;
            4. (4)The anticipated issuance date of the rights; and
            5. (5)The subscription period or expiration date of the rights offering.
         2. (B)Offering to employees. In an offering to employees of the issuer or an affiliated company:
            1. (1)The name of the employer;
            2. (2)The class of employees being offered the securities;
            3. (3)The offering price; and
            4. (4)The duration of the offering period.
         3. (C)Exchange offer. In an exchange offer:
            1. (1)The basic terms of the exchange offer;
            2. (2)The name of the subject company;
            3. (3)The subject class of securities sought in the exchange offer.
         4. (D)Rule 145(a) offering. In a § 230.145(a) offering:
            1. (1)The name of the person whose assets are to be sold in exchange for the securities to be offered;
            2. (2)The names of any other parties to the transaction;
            3. (3)A brief description of the business of the parties to the transaction;
            4. (4)The date, time and place of the meeting of security holders to vote on or consent to the transaction; and
            5. (5)A brief description of the transaction and the basic terms of the transaction.
2. (b)Corrections of misstatements about the offering. A person that publishes a notice in reliance on this section may issue a notice that contains no more information than is necessary to correct inaccuracies published about the proposed offering.