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Microcap & Penny Stocks : KAFE (Country Star Restaurants)
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To: wfrazee who wrote (744)4/18/1998 9:56:00 PM
From: Ditchdigger  Read Replies (1) of 876
 
wfrazee,knew I could find it<g>
"These Regulation S proposals would:

— classify these equity securities placed offshore under
Regulation S as "restricted securities" within the
meaning of Rule 144;

— align the Regulation S restricted period for these
equity securities with the Rule 144 holding periods by
lengthening from 40 days (currently applicable to
reporting issuers) or one year (currently applicable to
non-reporting issuers) to two years the period during
which persons relying on the Regulation S safe harbor
may not sell these equity securities to U.S. persons
(unless pursuant to registration or an exemption);

---------FOOTNOTES----------
-[9]- See infra Section III.E.1. for a further
discussion of the proposed definition of
"principal market in the United States."
==========================================START OF PAGE 6======

— impose certification, legending and other requirements
now only applicable to sales of equity securities by
non-reporting issuers;

— require purchasers of these securities to agree not to
engage in hedging transactions with regard to such
securities unless such transactions are in compliance
with the Securities Act;

— prohibit the use of promissory notes as payment for
these securities; and

— make clear that offshore resales under Rule 901 or 904
of equity securities of these issuers that are
"restricted securities," as defined in Rule 144, will
not affect the restricted status of those securities.

The combination of these proposed amendments should prevent the

sale of equity securities offshore under Regulation S in

transactions that effectively result in unregistered

distributions of the securities into the U.S. markets.
sec.gov
DD
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