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Question: may a registrant use a single form 8-a to register securities on more than one national securities exchange concurrently under section 12(b)?
Answer: No. It must file a separate registration statement for each exchange. A registrant also cannot amend an already effective Form 8-A to register securities on an additional national securities exchange. It must instead file a new registration statement. [October 1, 2008] Question 102.02
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Section 102. Form 8-AUS SEC - C&DI - Exchange Act Forms Question 102.01
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Question: Does the requirement for identifying the exchange on which the registered security is traded apply to over-the-counter markets?
Answer: no. it must file a separate registration statement for each exchange. a registrant also cannot amend an already effective form 8-a to register securities on an additional national securities exchange. it must instead file a new registration statement. [october 1, 2008] question 102.02
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Section 102. Form 8-AUS SEC - C&DI - Exchange Act Forms Question 102.01
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Question: does the requirement for identifying the exchange on which the registered security is traded apply to over-the-counter markets?
Answer: No. [September 30, 2008] Question 102.03
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Section 102. Form 8-AUS SEC - C&DI - Exchange Act Forms Question 102.01
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Question: A company was required to file reports pursuant to Section 15(d). After its reporting obligation was suspended, it continued to file voluntarily all reports required by Section 15(d), but it did not file a Form 15. In these circumstances, may the company use Form 8-A to register its securities pursuant to Section 12(g), even though use of Form 8-A is conditioned on the company being "required to file reports pursuant to Section 13 or 15(d)"?
Answer: no. [september 30, 2008] question 102.03
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Section 102. Form 8-AUS SEC - C&DI - Exchange Act Forms Question 102.01
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Question: a company was required to file reports pursuant to section 15(d). after its reporting obligation was suspended, it continued to file voluntarily all reports required by section 15(d), but it did not file a form 15. in these circumstances, may the company use form 8-a to register its securities pursuant to section 12(g), even though use of form 8-a is conditioned on the company being "required to file reports pursuant to section 13 or 15(d)"?
Answer: Yes, because (1) the company was current in all Section 15(d) reports; and (2) no additional information would have been made available to the public by requiring a Form 10 to be filed. However, in general, a company that is voluntarily filing periodic reports would not be permitted to use Form 8-A to register a class of its securities. [September 30, 2008] Question 102.04
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Section 102. Form 8-AUS SEC - C&DI - Exchange Act Forms Question 102.01
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Question: May a company subject to Section 15(d) delay the due date, or avoid filing a quarterly or annual report, by filing a Form 8-A at or after the end of the fiscal quarter or fiscal year but prior to the due date of the applicable report?
Answer: yes, because (1) the company was current in all section 15(d) reports; and (2) no additional information would have been made available to the public by requiring a form 10 to be filed. however, in general, a company that is voluntarily filing periodic reports would not be permitted to use form 8-a to register a class of its securities. [september 30, 2008] question 102.04
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Section 102. Form 8-AUS SEC - C&DI - Exchange Act Forms Question 102.01
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Question: may a company subject to section 15(d) delay the due date, or avoid filing a quarterly or annual report, by filing a form 8-a at or after the end of the fiscal quarter or fiscal year but prior to the due date of the applicable report?
Answer: No. A company subject to Section 15(d) with respect to a fiscal quarter or fiscal year cannot delay the due date or avoid filing the related quarterly or annual report by filing a Form 8-A at or after the end of the fiscal quarter or fiscal year but prior to the due date of the applicable report. Form 8-A explicitly provides that a company subject to Section 15(d) with respect to a fiscal year cannot do so. [September 30, 2008]
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Section 102. Form 8-AUS SEC - C&DI - Exchange Act Forms Question 102.01
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Question: may a wholly-owned subsidiary that meets the requirements set forth in instruction i to form 10-k for omitting certain information from form 10-k also rely on that instruction to omit the same information from a form 10?
Answer: Yes. [September 30, 2008] Question 103.02
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Section 103. Form 10US SEC - C&DI - Exchange Act Forms Question 103.01
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Question: Is a company that is eligible to use Form 8-A precluded from using Form 10?
Answer: yes. [september 30, 2008] question 103.02
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Section 103. Form 10US SEC - C&DI - Exchange Act Forms Question 103.01
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Question: is a company that is eligible to use form 8-a precluded from using form 10?
Answer: No. [September 30, 2008] US SEC - C&DI - Exchange Act Forms Question 104.01
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Section 103. Form 10US SEC - C&DI - Exchange Act Forms Question 103.01
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Question: In order to incorporate information from the annual report to shareholders into the Form 10-K pursuant to General Instruction G(2), the report must be prepared in time to be submitted with the Form 10-K. If the annual report is available only in printer's proof form when the Form 10-K is due, may it be filed as an exhibit to the Form 10-K and still satisfy this instruction?
Answer: no. [september 30, 2008] us sec - c&di - exchange act forms question 104.01
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Section 103. Form 10US SEC - C&DI - Exchange Act Forms Question 103.01
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Question: in order to incorporate information from the annual report to shareholders into the form 10-k pursuant to general instruction g(2), the report must be prepared in time to be submitted with the form 10-k. if the annual report is available only in printer's proof form when the form 10-k is due, may it be filed as an exhibit to the form 10-k and still satisfy this instruction?
Answer: Yes. [September 30, 2008] Question 104.02
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Section 103. Form 10US SEC - C&DI - Exchange Act Forms Question 103.01
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Question: Although General Instruction G(3) indicates that the information regarding executive officers required by Item 401 of Regulation S-K may be included in Part I of Form 10-K, can that information be included in Part III of the Form 10-K?
Answer: yes. [september 30, 2008] question 104.02
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Section 103. Form 10US SEC - C&DI - Exchange Act Forms Question 103.01
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Question: although general instruction g(3) indicates that the information regarding executive officers required by item 401 of regulation s-k may be included in part i of form 10-k, can that information be included in part iii of the form 10-k?
Answer: Yes. [September 30, 2008] Question 104.03
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Section 103. Form 10US SEC - C&DI - Exchange Act Forms Question 103.01
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Question: How is General Instruction D(2)(a)'s requirement that a Form 10-K be signed by a majority of the board satisfied if there are vacancies on the board?
Answer: yes. [september 30, 2008] question 104.03
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Section 103. Form 10US SEC - C&DI - Exchange Act Forms Question 103.01
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Question: how is general instruction d(2)(a)'s requirement that a form 10-k be signed by a majority of the board satisfied if there are vacancies on the board?
Answer: This signature requirement is satisfied if a majority of the current directors signs the Form 10-K. For example, a company's by-laws provide for a 15-person board of directors, and at present there are two vacancies. The signature requirement of a majority of the board is satisfied if a majority (i.e., 7 out of 13) of the current directors signs the Form 10-K. [September 30, 2008] Question 104.04
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Section 103. Form 10US SEC - C&DI - Exchange Act Forms Question 103.01
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Question: May directors' signatures be provided pursuant to powers of attorney?
Answer: this signature requirement is satisfied if a majority of the current directors signs the form 10-k. for example, a company's by-laws provide for a 15-person board of directors, and at present there are two vacancies. the signature requirement of a majority of the board is satisfied if a majority (i.e., 7 out of 13) of the current directors signs the form 10-k. [september 30, 2008] question 104.04
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Section 103. Form 10US SEC - C&DI - Exchange Act Forms Question 103.01
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Question: may directors' signatures be provided pursuant to powers of attorney?
Answer: Yes. [September 30, 2008] Question 104.05
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Section 103. Form 10US SEC - C&DI - Exchange Act Forms Question 103.01
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Question: General Instruction D(2)(a) states that where the registrant is a limited partnership, the Form 10-K must be signed by the majority of the board of directors of any corporate general partner who signs the report. How is this requirement applied if there is more than one general partner? How is it applied if only one general partner manages the registrant and other general partners retain no control?
Answer: yes. [september 30, 2008] question 104.05
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Section 103. Form 10US SEC - C&DI - Exchange Act Forms Question 103.01
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Question: general instruction d(2)(a) states that where the registrant is a limited partnership, the form 10-k must be signed by the majority of the board of directors of any corporate general partner who signs the report. how is this requirement applied if there is more than one general partner? how is it applied if only one general partner manages the registrant and other general partners retain no control?
Answer: If there is more than one general partner, then a majority of the general partners must sign the Form 10-K. Where one general partner is managing and others retain no control, only the managing general partner must sign the Form 10-K. [September 30, 2008] Question 104.06
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Section 103. Form 10US SEC - C&DI - Exchange Act Forms Question 103.01
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Question: General Instruction G(3) to Form 10-K permits an issuer to incorporate Part III information into the Form 10-K from its definitive proxy material, if the definitive proxy material is filed within 120 days after the end of the issuer's fiscal year. Where the 120th day falls on a Saturday, Sunday or holiday, may the definitive proxy material be filed on the first business day following?
Answer: if there is more than one general partner, then a majority of the general partners must sign the form 10-k. where one general partner is managing and others retain no control, only the managing general partner must sign the form 10-k. [september 30, 2008] question 104.06
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Section 103. Form 10US SEC - C&DI - Exchange Act Forms Question 103.01
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Question: general instruction g(3) to form 10-k permits an issuer to incorporate part iii information into the form 10-k from its definitive proxy material, if the definitive proxy material is filed within 120 days after the end of the issuer's fiscal year. where the 120th day falls on a saturday, sunday or holiday, may the definitive proxy material be filed on the first business day following?
Answer: Yes, pursuant to Exchange Act Rule 0-3. [September 30, 2008] Question 104.07
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Section 103. Form 10US SEC - C&DI - Exchange Act Forms Question 103.01
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Question: May an issuer filing a Form 10-K pursuant to Section 15(d) rely on General Instruction G(3) to incorporate by reference into the Form 10-K Part III information presented in a proxy statement that was not subject to the Commission's Section 14(a) requirements at the time it was prepared and delivered?
Answer: yes, pursuant to exchange act rule 0-3. [september 30, 2008] question 104.07
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Section 103. Form 10US SEC - C&DI - Exchange Act Forms Question 103.01
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Question: may an issuer filing a form 10-k pursuant to section 15(d) rely on general instruction g(3) to incorporate by reference into the form 10-k part iii information presented in a proxy statement that was not subject to the commission's section 14(a) requirements at the time it was prepared and delivered?
Answer: No, unless such proxy statement is filed as an exhibit to the Form 10-K, as required by Exchange Act Rule 12b-23(a)(3). [September 30, 2008] Question 104.08
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Section 103. Form 10US SEC - C&DI - Exchange Act Forms Question 103.01
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Question: In General Instruction I(l)(b), which defaults are covered by the language "not cured within thirty days"?
Answer: no, unless such proxy statement is filed as an exhibit to the form 10-k, as required by exchange act rule 12b-23(a)(3). [september 30, 2008] question 104.08
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Section 103. Form 10US SEC - C&DI - Exchange Act Forms Question 103.01
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Question: in general instruction i(l)(b), which defaults are covered by the language "not cured within thirty days"?
Answer: "Not cured within thirty days" in General Instruction I(l)(b) of Form 10-K relates to defaults in the payment of principal, interest, a sinking or purchase fund installment, as well as any other material defaults. [September 30, 2008] Question 104.09
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Section 103. Form 10US SEC - C&DI - Exchange Act Forms Question 103.01
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Question: A company filed its annual report on Form 10-K, intending to incorporate by reference Part III information from its proxy statement to be filed within 120 days, pursuant to General Instruction G(3) to Form 10-K. If the proxy statement will not be filed within the 120-day period, what must the company do?
Answer: "not cured within thirty days" in general instruction i(l)(b) of form 10-k relates to defaults in the payment of principal, interest, a sinking or purchase fund installment, as well as any other material defaults. [september 30, 2008] question 104.09
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Section 103. Form 10US SEC - C&DI - Exchange Act Forms Question 103.01
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Question: a company filed its annual report on form 10-k, intending to incorporate by reference part iii information from its proxy statement to be filed within 120 days, pursuant to general instruction g(3) to form 10-k. if the proxy statement will not be filed within the 120-day period, what must the company do?
Answer: The company must amend the Form 10-K prior to the end of the 120-day period to provide the information that was to have been incorporated by reference. [September 30, 2008] Question 104.10
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Section 103. Form 10US SEC - C&DI - Exchange Act Forms Question 103.01
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Question: A company omits the Part III information in its annual report on Form 10-K because it intends to incorporate this information by reference from its proxy statement to be filed within 120 days, pursuant to General Instruction G(3) to Form 10-K. If the company is acquired between the due date of its Form 10-K and the 120th day after the end of its fiscal year, and will not file a proxy statement after the acquisition closes, must the company still amend its Form 10-K to include the Part III information?
Answer: the company must amend the form 10-k prior to the end of the 120-day period to provide the information that was to have been incorporated by reference. [september 30, 2008] question 104.10
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Section 103. Form 10US SEC - C&DI - Exchange Act Forms Question 103.01
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Question: if an issuer voluntarily submits interactive data files in inline xbrl format prior to its applicable phase-in date, must the issuer comply with the cover page data tagging requirements with those submissions?
Answer: No. Cover page data tagging requirements apply to issuers that are "required to submit Interactive Data Files in Inline XBRL format." See Rule 406 of Regulation S-T. Issuers that voluntarily submit Interactive Data Files in Inline XBRL format prior to their applicable phase-in date are not "required to submit Interactive Data Files in Inline XBRL format" and, therefore, such issuers are not subject to the cover page data tagging requirements. [Aug. 20, 2019]
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Section 104. Form 10-K
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Question: Registrants subject to Inline XBRL requirements are required to tag all of the information on the cover page of Form 10-K, Form 10-Q, Form 8-K, Form 20-F, and Form 40-F using Inline XBRL. Are all Forms 8-K subject to this requirement?
Answer: no. cover page data tagging requirements apply to issuers that are "required to submit interactive data files in inline xbrl format." see rule 406 of regulation s-t. issuers that voluntarily submit interactive data files in inline xbrl format prior to their applicable phase-in date are not "required to submit interactive data files in inline xbrl format" and, therefore, such issuers are not subject to the cover page data tagging requirements. [aug. 20, 2019]
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Section 104. Form 10-K
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Question: registrants subject to inline xbrl requirements are required to tag all of the information on the cover page of form 10-k, form 10-q, form 8-k, form 20-f, and form 40-f using inline xbrl. are all forms 8-k subject to this requirement?
Answer: Yes. All Forms 8‑K, not only those that contain financial statements for which XBRL data is required, are subject to this requirement. [Aug. 20, 2019]
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Section 104. Form 10-K
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Question: Item 601(b)(104) of Regulation S-K requires a Cover Page Interactive Data File to be filed as an exhibit to the respective forms listed in the exhibit table. Are registrants subject to Inline XBRL requirements required to identify the Cover Page Interactive Data File as exhibit 104 under Item 9.01 of Form 8-K?
Answer: yes. all forms 8‑k, not only those that contain financial statements for which xbrl data is required, are subject to this requirement. [aug. 20, 2019]
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Section 104. Form 10-K
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Question: item 601(b)(104) of regulation s-k requires a cover page interactive data file to be filed as an exhibit to the respective forms listed in the exhibit table. are registrants subject to inline xbrl requirements required to identify the cover page interactive data file as exhibit 104 under item 9.01 of form 8-k?
Answer: As discussed in Question 101.01 above, Cover Page Interactive Data Files required under Rule 406 of Regulation S-T should be identified as exhibit 104 in the exhibit index of an applicable filing. If, however, the exhibit index of a Form 8-K would include only a Cover Page Interactive Data File as exhibit 104, and would not include any other exhibit, the staff will not object if the registrant does not add an exhibit index to the Form 8-K solely for the purpose of identifying the Cover Page Interactive Data File as an exhibit under Item 9.01 of Form 8-K. [Aug. 20, 2019]
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Section 104. Form 10-K
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Question: Registrants subject to Inline XBRL requirements are required to tag all of the information on the cover page of Form 10-K, Form 10-Q, Form 8-K, Form 20-F, and Form 40-F using Inline XBRL, including the company name. How should registrants comply with the cover page tagging requirements where the company name, as it appears on the cover page of the applicable form, differs from the company name, as conformed to EDGAR naming conventions in the company's EDGAR file?
Answer: as discussed in question 101.01 above, cover page interactive data files required under rule 406 of regulation s-t should be identified as exhibit 104 in the exhibit index of an applicable filing. if, however, the exhibit index of a form 8-k would include only a cover page interactive data file as exhibit 104, and would not include any other exhibit, the staff will not object if the registrant does not add an exhibit index to the form 8-k solely for the purpose of identifying the cover page interactive data file as an exhibit under item 9.01 of form 8-k. [aug. 20, 2019]
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Section 104. Form 10-K
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Question: registrants subject to inline xbrl requirements are required to tag all of the information on the cover page of form 10-k, form 10-q, form 8-k, form 20-f, and form 40-f using inline xbrl, including the company name. how should registrants comply with the cover page tagging requirements where the company name, as it appears on the cover page of the applicable form, differs from the company name, as conformed to edgar naming conventions in the company's edgar file?
Answer: Where a company's name, as it appears on the cover page of a form, differs from its conformed name in EDGAR, it is permissible for the Inline XBRL tagged company name shown on the cover page to vary from the EDGAR conformed name in various ways. Most such variations will not prevent the filing from being accepted and disseminated. In rarer instances, a variation may result in a notice of suspension. In those instances, the filer should contact EDGAR Filer Technical Support. Registrants whose company name does not match their EDGAR conformed company name may wish to consider updating their conformed company name in EDGAR. See Volume I, Chapter 5.4 of the EDGAR Filer Manual for instructions on how to edit your company information. [Aug. 20, 2019]
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Section 104. Form 10-K
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Question: If an issuer elects to voluntarily submit Interactive Data Files in Inline XBRL format prior to its applicable phase-in date, can the issuer cease such voluntary submissions prior to its applicable phase-in date?
Answer: where a company's name, as it appears on the cover page of a form, differs from its conformed name in edgar, it is permissible for the inline xbrl tagged company name shown on the cover page to vary from the edgar conformed name in various ways. most such variations will not prevent the filing from being accepted and disseminated. in rarer instances, a variation may result in a notice of suspension. in those instances, the filer should contact edgar filer technical support. registrants whose company name does not match their edgar conformed company name may wish to consider updating their conformed company name in edgar. see volume i, chapter 5.4 of the edgar filer manual for instructions on how to edit your company information. [aug. 20, 2019]
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Section 104. Form 10-K
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Question: if an issuer elects to voluntarily submit interactive data files in inline xbrl format prior to its applicable phase-in date, can the issuer cease such voluntary submissions prior to its applicable phase-in date?
Answer: Yes. Issuers can cease such voluntary submissions until they are required to submit Interactive Data Files in Inline XBRL format pursuant to the phase-in schedule. [Aug. 20, 2019]
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Section 104. Form 10-K
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Question: Form 10-Q filers are required to comply with Inline XBRL beginning with their first Form 10-Q for a fiscal period ending on or after the applicable compliance date, as opposed to the first filing for a fiscal period ending on or after that date. Where a registrant files a Form 8-K earlier on the same day as its first Form 10-Q for a fiscal period ending on or after the applicable compliance date, must the Form 8-K comply with Inline XBRL cover page tagging requirements?
Answer: yes. issuers can cease such voluntary submissions until they are required to submit interactive data files in inline xbrl format pursuant to the phase-in schedule. [aug. 20, 2019]
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Section 104. Form 10-K
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Question: form 10-q filers are required to comply with inline xbrl beginning with their first form 10-q for a fiscal period ending on or after the applicable compliance date, as opposed to the first filing for a fiscal period ending on or after that date. where a registrant files a form 8-k earlier on the same day as its first form 10-q for a fiscal period ending on or after the applicable compliance date, must the form 8-k comply with inline xbrl cover page tagging requirements?
Answer: No. Because the Form 8-K was filed before the first Form 10-Q was due for a fiscal period ending on or after the applicable compliance date, the Form 8-K need not comply with Inline XBRL cover page tagging requirements. [Aug. 20, 2019]
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Section 104. Form 10-K
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Question: What is the applicable phase-in period for compliance with the Inline XBRL requirements for foreign private issuers?
Answer: no. because the form 8-k was filed before the first form 10-q was due for a fiscal period ending on or after the applicable compliance date, the form 8-k need not comply with inline xbrl cover page tagging requirements. [aug. 20, 2019]
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Section 104. Form 10-K
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Question: what is the applicable phase-in period for compliance with the inline xbrl requirements for foreign private issuers?
Answer: Foreign private issuers will be required to comply with the Inline XBRL requirements based on their filer status and basis of accounting. For a foreign private issuer that prepares its financial statements in accordance with U.S. GAAP, the phase-in of the Inline XBRL requirements is determined based on its filer status. Large accelerated filers, including foreign private issuers, that prepare their financial statements in accordance with U.S. GAAP will be required to comply with Inline XBRL for financial statements for fiscal periods ending on or after June 15, 2019. Accelerated filers, including foreign private issuers, that prepare their financial statements in accordance with U.S. GAAP will be required to comply with Inline XBRL for financial statements for fiscal periods ending on or after June 15, 2020. All other filers, including foreign private issuers that prepare their financial statements in accordance with IFRS, will be required to comply with Inline XBRL for financial statements for fiscal periods ending on or after June 15, 2021. [Aug. 20, 2019] Question 101.09
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Section 104. Form 10-K
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Question: Form 10-Q filers are required to comply with Inline XBRL beginning with their first Form 10-Q for a fiscal period ending on or after the applicable compliance date. How does this provision apply to Form 20-F and 40-F filers?
Answer: foreign private issuers will be required to comply with the inline xbrl requirements based on their filer status and basis of accounting. for a foreign private issuer that prepares its financial statements in accordance with u.s. gaap, the phase-in of the inline xbrl requirements is determined based on its filer status. large accelerated filers, including foreign private issuers, that prepare their financial statements in accordance with u.s. gaap will be required to comply with inline xbrl for financial statements for fiscal periods ending on or after june 15, 2019. accelerated filers, including foreign private issuers, that prepare their financial statements in accordance with u.s. gaap will be required to comply with inline xbrl for financial statements for fiscal periods ending on or after june 15, 2020. all other filers, including foreign private issuers that prepare their financial statements in accordance with ifrs, will be required to comply with inline xbrl for financial statements for fiscal periods ending on or after june 15, 2021. [aug. 20, 2019] question 101.09
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Section 104. Form 10-K
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Question: form 10-q filers are required to comply with inline xbrl beginning with their first form 10-q for a fiscal period ending on or after the applicable compliance date. how does this provision apply to form 20-f and 40-f filers?
Answer: Form 20-F and 40-F filers do not have quarterly report filing obligations. Therefore, these filers will be required to comply with Inline XBRL beginning with the first filing on a form for which Inline XBRL is required for a fiscal period ending on or after the applicable compliance date, as determined in accordance with Rule 405(f)(1)(i) of Regulation S-T. [Aug. 20, 2019] Question 101.10
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Section 104. Form 10-K
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Question: Item 601(a)(2) of Regulation S-K provides that an exhibit index does not need to include a hyperlink to an exhibit that is filed in XBRL. Does this exception apply to exhibits that are filed in Inline XBRL?
Answer: form 20-f and 40-f filers do not have quarterly report filing obligations. therefore, these filers will be required to comply with inline xbrl beginning with the first filing on a form for which inline xbrl is required for a fiscal period ending on or after the applicable compliance date, as determined in accordance with rule 405(f)(1)(i) of regulation s-t. [aug. 20, 2019] question 101.10
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Section 104. Form 10-K
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Question: item 601(a)(2) of regulation s-k provides that an exhibit index does not need to include a hyperlink to an exhibit that is filed in xbrl. does this exception apply to exhibits that are filed in inline xbrl?
Answer: No. Item 601(a)(2)'s reference to exhibits filed in XBRL refers to exhibits that are filed in unconverted code, which is only machine- readable. See Release No. 33-10322 (Mar. 1, 2017). An exhibit that is tagged in Inline XBRL is not filed in unconverted code. [Nov. 20, 2023] None
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Section 104. Form 10-K
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Question: No. [ Feb. 27, 2009 ] ... (Content continues as per the provided text)
2. Since Company B would not be merged into Company A, the "same issuer" requirement of Section 3(a)(9) would be met. [ Nov. 26, 2008 ]
230.06 A registrant inquired whether an offering of shares under a stock purchase plan could be made by switching back and forth between: (1) shares acquired from the issuer registered under the Securities Act; and (2) shares acquired on the open market not registered under the Securities Act in reliance on the limited issuer involvement/no registration position in Securities Act Release No. 4790 (Jul. 15, 1965) and Securities Act Release No. 5315 (Jul. 22, 1974). Because switching back and forth indicated too much issuer involvement to qualify for the limited issuer involvement exemption from registration, registration of all shares offered under the plan was required. [ Nov. 26, 2008 ] 230.07 Warrants, and the shares issuable on their exercise, were registered. Now the warrants are being exchanged for warrants with a new expiration date and exercise price in reliance on Section 3(a)(9). The Division will not object if the original registration statement (updated to reflect the new terms through a post-effective amendment) is used in connection with the exercise of the new warrants. [ Nov. 26, 2008 ] 230.08 An issuer may extend the exercise period for warrants and/or reduce the warrant exercise price through the filing and issuance of an appropriate Rule 424(b) prospectus supplement prior to the initial expiration date of the warrants. The issuer may not permit the exercise of such modified warrants, however, unless a current prospectus under Section 10(a)(3) with respect to the shares underlying the warrants is delivered. [ Nov. 26, 2008 ] 230.09 A parent and its majority-owned subsidiary both have classes of securities registered under Section 12 of the Exchange Act. The parent wishes to make a public offering of convertible, exchangeable debentures. The debentures are immediately convertible into common stock of the parent, and exchangeable at the option of the parent into common stock of the subsidiary. The offer and sale of all these securities must be registered. [ Nov. 26, 2008 ] 230.10 An issuer filed a Form S-3 registration statement for a secondary offering of common stock which is not yet effective. One of the selling shareholders wanted to do a short sale of common stock “against the box” and cover the short sale with registered shares after the effective date. The issuer was advised that the short sale could not be made before the registration statement becomes effective, because the shares underlying the short sale are deemed to be sold at the time such sale is made. There would, therefore, be a violation of Section 5 if the shares were effectively sold prior to the effective date. [ Nov. 26, 2008 ] 230.11 The Liability Risk Retention Act of 1986 contains exemptions from the registration provisions of Section 5 of the Securities Act and Section 12 of the Exchange Act for interests in a “risk retention group.” A risk retention group is a corporation the primary activity of which is to assume and spread all or a portion of the liability exposure of its members, if certain conditions are met. In the absence of a formal no-action request, the Division staff declined to express any view as to whether the exemptions for interests in a risk retention group would extend to interests in a holding company for such group. The question has arisen because the exemption written into the statute is silent on that point. Ownership interests in a “risk retention group” are considered to be “securities” for purposes of Section 17 of the Securities Act and Section 10 of the Exchange Act, under the terms of The Liability Risk Retention Act of 1986. [ Nov. 26, 2008 ] 230.12 In the King & Spalding no-action letter (Nov. 17, 1993) issued by the Division, the staff stated that a Delaware limited partnership’s Securities Act registration would not be required in an issuer and/or its affiliates were to operate a matching service to facilitate secondary resales of limited partnership interests by such issuer, including the use of a matching service to facilitate secondary resales of limited partnership interests by such issuer, including the use of a matching service to facilitate secondary resales of limited partnership interests by such issuer, including the use of a matching service to facilitate secondary resales of limited partnership interests by such issuer, including the use of a matching service to facilitate secondary resales of limited partnership interests by such issuer, including the use of a matching service to facilitate secondary resales of limited partnership interests by such issuer, including the use of a matching service to facilitate secondary resales of limited partnership interests by such issuer, including the use of a matching service to facilitate secondary resales of limited partnership interests by such issuer, including the use of a matching service to facilitate secondary resales of limited partnership interests by such issuer, including the use of a matching service to facilitate secondary resales of limited partnership interests by such issuer, including the use of a matching service to facilitate secondary resales of limited partnership interests by such issuer, including the use of a matching service to facilitate secondary resales of limited partnership interests by such issuer, including the use of a matching service to facilitate secondary resales of limited partnership interests by such issuer, including the use of a matching service to facilitate secondary resales of limited partnership interests by such issuer, including the use of a matching service to facilitate secondary resales of limited partnership interests by such issuer, including the use of a matching service to facilitate secondary resales of limited partnership interests by such issuer, including the use of a matching service to facilitate secondary resales of limited partnership interests by such issuer, including the use of a matching service to facilitate secondary resales of limited partnership interests by such issuer, including the use of a matching service to facilitate secondary resales of limited partnership interests by such issuer, including the use of a matching service to facilitate secondary resales of limited partnership interests by such issuer, including the use of a matching service to facilitate secondary resales of limited partnership interests by such issuer, including the use of a matching service to facilitate secondary resales of limited partnership interests by such issuer, including the use of a matching service to facilitate secondary resales of limited partnership interests by such issuer, including the use of a matching service to facilitate secondary resales of limited partnership interests by such issuer, including the use of a matching service to facilitate secondary resales of limited partnership interests by such issuer, including the use of a matching service to facilitate secondary resales of limited partnership interests by such issuer, including the use of a matching service to facilitate secondary resales of limited partnership interests by such issuer, including the use of a matching service to facilitate secondary resales of limited partnership interests by such issuer, including the use of a matching service to facilitate secondary resales of limited partnership interests by such issuer, including the use of a matching service to facilitate secondary resales of limited partnership interests by such issuer, including the use of a matching service to facilitate secondary resales of limited partnership interests by such issuer, including the use of a matching service to facilitate secondary resales of limited partnership interests by such issuer, including the use of a matching service to facilitate secondary resales of limited partnership interests by such issuer, including the use of a matching service to facilitate secondary resales of limited partnership interests by such issuer, including the use of a matching service to facilitate secondary resales of limited partnership interests by such issuer, including the use of a matching service to facilitate secondary resales of limited partnership interests by such issuer, including the use of a matching service to facilitate secondary resales of limited partnership interests by such issuer, including the use of a matching service to facilitate secondary resales of limited partnership interests by such issuer, including the use of a matching service to facilitate secondary resales of limited partnership interests by such issuer, including the use of a matching service to facilitate secondary resales of limited partnership interests by such issuer, including the use of a matching service to facilitate secondary resales of limited partnership interests by such issuer, including the use of a matching service to facilitate secondary resales of limited partnership interests by such issuer, including the use of a matching service to facilitate secondary resales of limited partnership interests by such issuer, including the use of a matching service to facilitate secondary resales of limited partnership interests by such issuer, including the use of a matching service to facilitate secondary resales of limited partnership interests by such issuer, including the use of a matching service to facilitate secondary resales of limited partnership interests by such issuer, including the use of a matching service to facilitate secondary resales of limited partnership interests by such issuer, including the use of a matching service to facilitate secondary resales of limited partnership interests by such issuer, including the use of a matching service to facilitate secondary resales of limited partnership interests by such issuer, including the use of a matching service to facilitate secondary resales of limited partnership interests by such issuer, including the use of a matching service to facilitate secondary resales of limited partnership interests by such issuer, including the use of a matching service to facilitate secondary resales of limited partnership interests by such issuer, including the use of a matching service to facilitate secondary resales of limited partnership interests by such issuer, including the use of a matching service to facilitate secondary resales of limited partnership interests by such issuer, including the use of a matching service to facilitate secondary resales of limited partnership interests by such issuer, including the use of a matching service to facilitate secondary resales of limited partnership interests by such issuer, including the use of a matching service to facilitate secondary resales of limited partnership interests by such issuer, including the use of a matching service to facilitate secondary resales of limited partnership interests by such issuer, including the use of a matching service to facilitate secondary resales of limited partnership interests by such issuer, including the use of a matching service to facilitate secondary resales of limited partnership interests by such issuer, including the use of a matching service to facilitate secondary resales of limited partnership interests by such issuer, including the use of a matching service to facilitate secondary resales of limited partnership interests by such issuer, including the use of a matching service to facilitate secondary resales of limited partnership interests by such issuer, including the use of a matching service to facilitate secondary resales of limited partnership interests by such issuer, including the use of a matching service to facilitate secondary resales of limited partnership interests by such issuer, including the use of a matching service to facilitate secondary resales of limited partnership interests by such issuer, including the use of a matching service to facilitate secondary resales of limited partnership interests by such issuer, including the use of a matching service to facilitate secondary resales of limited partnership interests by such issuer, including the use of a matching service to facilitate secondary resales of limited partnership interests by such issuer, including the use of a matching service to facilitate secondary resales of limited partnership interests by such issuer, including the use of a matching service to facilitate secondary resales of limited partnership interests by such issuer, including the use of a matching service to facilitate secondary resales of limited partnership interests by such issuer, including the use of a matching service to facilitate secondary resales of limited partnership interests by such issuer, including the use of a matching service to facilitate secondary resales of limited partnership interests by such issuer, including the use of a matching service to facilitate secondary resales of limited partnership interests by such issuer, including the use of a matching service to facilitate secondary resales of limited partnership interests by such issuer, including the use of a matching service to facilitate secondary resales of limited partnership interests by such issuer, including the use of a matching service to facilitate secondary resales of limited partnership interests by such issuer, including the use of a matching service to facilitate secondary resales of limited partnership interests by such issuer, including the use of a matching service to facilitate secondary resales of limited partnership interests by such issuer, including the use of a matching service to facilitate secondary resales of limited partnership interests by such issuer, including the use of a matching service to facilitate secondary resales of limited partnership interests by such issuer, including the use of a matching service to facilitate secondary resales of limited partnership interests by such issuer, including the use of a matching service to facilitate secondary resales of limited partnership interests by such issuer, including the use of a matching service to facilitate secondary resales of limited partnership interests by such issuer, including the use of a matching service to facilitate secondary resales of limited partnership interests by such issuer, including the use of a matching service to facilitate secondary resales of limited partnership interests by such issuer, including the use of a matching service to facilitate secondary resales of limited partnership interests by such issuer, including the use of a matching service to facilitate secondary resales of limited partnership interests by such issuer, including the use of a matching service to facilitate secondary resales of limited partnership interests by such issuer, including the use of a matching service to facilitate secondary resales of limited partnership interests by such issuer, including the use of a matching service to facilitate secondary resales of limited partnership interests by such issuer, including the use of a matching service to facilitate secondary resales of limited partnership interests by such issuer, including the use of a matching service to facilitate secondary resales of limited partnership interests by such issuer, including the use of a matching service to facilitate secondary resales of limited partnership interests by such issuer, including the use of a matching service to facilitate secondary resales of limited partnership interests by such issuer, including the use of a matching service to facilitate secondary resales of limited partnership interests by such issuer, including the use of a matching service to facilitate secondary resales of limited partnership interests by such issuer, including the use of a matching service to facilitate secondary resales of limited partnership interests by such issuer, including the use of a matching service to facilitate secondary resales of limited partnership interests by such issuer, including the use of a matching service to facilitate secondary resales of limited partnership interests by such issuer, including the use of a matching service to facilitate secondary resales of limited partnership interests by such issuer, including the use of a matching service to facilitate secondary resales of limited partnership interests by such issuer, including the use of a matching service to facilitate secondary resales of limited partnership interests by such issuer, including the use of a matching service to facilitate secondary resales of limited partnership interests by such issuer, including the use of a matching service to facilitate secondary resales of limited partnership interests by such issuer, including the use of a matching service to facilitate secondary resales of limited partnership interests by such issuer, including the use of a matching service to facilitate secondary resales of limited partnership interests by such issuer, including the use of a matching service to facilitate secondary resales of limited partnership interests by such issuer, including the use of a matching service to facilitate secondary resales of limited partnership interests by such issuer, including the use of a matching service to facilitate secondary resales of limited partnership interests by such issuer, including the use of a matching service to facilitate secondary resales of limited partnership interests by such issuer, including the use of a matching service to facilitate secondary resales of limited partnership interests by such issuer, including the use of a matching service to facilitate secondary resales of limited partnership interests by such issuer, including the use of a matching service to facilitate secondary resales of limited partnership interests by such issuer, including the use of a matching service to facilitate secondary resales of limited partnership interests by such issuer, including the use of a matching service to facilitate secondary resales of limited partnership interests by such issuer, including the use of a matching service to facilitate secondary resales of limited partnership interests by such issuer, including the use of a matching service to facilitate secondary resales of limited partnership interests by such issuer, including the use of a matching service to facilitate secondary resales of limited partnership interests by such issuer, including the use of a matching service to facilitate secondary resales of limited partnership interests by such issuer, including the use of a matching service to facilitate secondary resales of limited partnership interests by such issuer, including the use of a matching service to facilitate secondary resales of limited partnership interests by such issuer, including the use of a matching service to facilitate secondary resales of limited partnership interests by such issuer, including the use of a matching service to facilitate secondary resales of limited partnership interests by such issuer, including the use of a matching service to facilitate secondary resales of limited partnership interests by such issuer, including the use of a matching service to facilitate secondary resales of limited partnership interests by such issuer, including the use of a matching service to facilitate secondary resales of limited partnership interests by such issuer, including the use of a matching service to facilitate secondary resales of limited partnership interests by such issuer, including the use of a matching service to facilitate secondary resales of limited partnership interests by such issuer, including the use of a matching service to facilitate secondary resales of limited partnership interests by such issuer, including the use of a matching service to facilitate secondary resales of limited partnership interests by such issuer, including the use of a matching service to facilitate secondary resales of limited partnership interests by such issuer, including the use of a matching service to facilitate secondary resales of limited partnership interests by such issuer, including the use of a matching service to facilitate secondary resales of limited partnership interests by such issuer, including the use of a matching service to facilitate secondary resales of limited partnership interests by such issuer, including the use of a matching service to facilitate secondary resales of limited partnership interests by such issuer, including the use of a matching service to facilitate secondary resales of limited partnership interests by such issuer, including the use of a matching service to facilitate secondary resales of limited partnership interests by such issuer, including the use of a matching service to facilitate secondary resales of limited partnership interests by such issuer, including the use of a matching service to facilitate secondary resales of limited partnership interests by such issuer, including the use of a matching service to facilitate secondary resales of limited partnership interests by such issuer, including the use of a matching service to facilitate secondary resales of limited partnership interests by such issuer, including the use of a matching service to facilitate secondary resales of limited partnership interests by such issuer, including the use of a matching service to facilitate secondary resales of limited partnership interests by such issuer, including the use of a matching service to facilitate secondary resales of limited partnership interests by such issuer, including the use of a matching service to facilitate secondary resales of limited partnership interests by such issuer, including the use of a matching service to facilitate secondary resales of limited partnership interests by such issuer, including the use of a matching service to facilitate secondary resales of limited partnership interests by such issuer, including the use of a matching service to facilitate secondary resales of limited partnership interests by such issuer, including the use of a matching service to facilitate secondary resales of limited partnership interests by such issuer, including the use of a matching service to facilitate secondary resales of limited partnership interests by such issuer, including the use of a matching service to facilitate secondary resales of limited partnership interests by such issuer, including the use of a matching service to facilitate secondary resales of limited partnership interests by such issuer, including the use of a matching service to facilitate secondary resales of limited partnership interests by such issuer, including the use of a matching service to facilitate secondary resales of limited partnership interests by such issuer, including the use of a matching service to facilitate secondary resales of limited partnership interests by such issuer, including the use of a matching service to facilitate secondary resales of limited partnership interests by such issuer, including the use of a matching service to facilitate secondary resales of limited partnership interests by such issuer, including the use of a matching service to facilitate secondary resales of limited partnership interests by such issuer, including the use of a matching service to facilitate secondary resales of limited partnership interests by such issuer, including the use of a matching service to facilitate secondary resales of limited partnership interests by such issuer, including the use of a matching service to facilitate secondary resales of limited partnership interests by such issuer, including the use of a matching service to facilitate secondary resales of limited partnership interests by such issuer, including the use of a matching service to facilitate secondary resales of limited partnership interests by such issuer, including the use of a matching service to facilitate secondary resales of limited partnership interests by such issuer, including the use of a matching service to facilitate secondary resales of limited partnership interests by such issuer, including the use of a matching service to facilitate secondary resales of limited partnership interests by such issuer, including the use of a matching service to facilitate secondary resales of limited partnership interests by such issuer, including the use of a matching service to facilitate secondary resales of limited partnership interests by such issuer, including the use of a matching service to facilitate secondary resales of limited partnership interests by such issuer, including the use of a matching service to facilitate secondary resales of limited partnership interests by such issuer, including the use of a matching service to facilitate secondary resales of limited partnership interests by such issuer, including the use of a matching service to facilitate secondary resales of limited partnership interests by such issuer, including the use of a matching service to facilitate secondary resales of limited partnership interests by such issuer, including the use of a matching service to facilitate secondary resales of limited partnership interests by such issuer, including the use of a matching service to facilitate secondary resales of limited partnership interests by such issuer, including the use of a matching service to facilitate secondary resales of limited partnership interests by such issuer, including the use of a matching service to facilitate secondary resales of limited partnership interests by such issuer, including the use of a matching service to facilitate secondary resales of limited partnership interests by such issuer, including the use of a matching service to facilitate secondary resales of limited partnership interests by such issuer, including the use of a matching service to facilitate secondary resales of limited partnership interests by such issuer, including the use of a matching service to facilitate secondary resales of limited partnership interests by such issuer, including the use of a matching service to facilitate secondary resales of limited partnership interests by such issuer, including the use of a matching service to facilitate secondary resales of limited partnership interests by such issuer, including the use of a matching service to facilitate secondary resales of limited partnership interests by such issuer, including the use of a matching service to facilitate secondary resales of limited partnership interests by such issuer, including the use of a matching service to facilitate secondary resales of limited partnership interests by such issuer, including the use of a matching service to facilitate secondary resales of limited partnership interests by such issuer, including the use of a matching service to facilitate secondary resales of limited partnership interests by such issuer, including the use of a matching service to facilitate secondary resales of limited partnership interests by such issuer, including the use of a matching service to facilitate secondary resales of limited partnership interests by such issuer, including the use of a matching service to facilitate secondary resales of limited partnership interests by such issuer, including the use of a matching service to facilitate secondary resales of limited partnership interests by such issuer, including the use of a matching service to facilitate secondary resales of limited partnership interests by such issuer, including the use of a matching service to facilitate secondary resales of limited partnership interests by such issuer, including the use of a matching service to facilitate secondary resales of limited partnership interests by such issuer, including the use of a matching service to facilitate secondary resales of limited partnership interests by such issuer, including the use of a matching service to facilitate secondary resales of limited partnership interests by such issuer, including the use of a matching service to facilitate secondary resales of limited partnership interests by such issuer, including the use of a matching service to facilitate secondary resales of limited partnership interests by such issuer, including the use of a matching service to facilitate secondary resales of limited partnership interests by such issuer, including the use of a matching service to facilitate secondary resales of limited partnership interests by such issuer, including the use of a matching service to facilitate secondary resales of limited partnership interests by such issuer, including the use of a matching service to facilitate secondary resales of limited partnership interests by such issuer, including the use of a matching service to facilitate secondary resales of limited partnership interests by such issuer, including the use of a matching service to facilitate secondary resales of limited partnership interests by such issuer
Answer: no. item 601(a)(2)'s reference to exhibits filed in xbrl refers to exhibits that are filed in unconverted code, which is only machine- readable. see release no. 33-10322 (mar. 1, 2017). an exhibit that is tagged in inline xbrl is not filed in unconverted code. [nov. 20, 2023] none
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Section 104. Form 10-K
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