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Microcap & Penny Stocks : IDCN - gold, garnet, etc. -- Ignore unavailable to you. Want to Upgrade?

To: Sojourner Smith who wrote (1077)	8/21/1998 11:28:00 PM
From: Trumptown	Read Replies (1) \| Respond to of 5908

Ahh...finally found something. That deal, per the same release was done under 504 regulation D. Here's the definition of it: friedland-fin.com (good site!) Regulation D Under Sections 4(2) and 3(b) of the Securities Act, the SEC in March, 1982, adopted Regulation D to coordinate the various limited offering exemptions and to streamline the existing requirements applicable to private offers and sales of securities.ÿ The Regulation establishes three exemptions from registration in Rules 504, 505, and 506. Rule 504 Rule 504, which provides an exemption for non-reporting companies for sales of securities up to $1,000,000, stipulates that: The sale of up to $1,000,000 of securities in a 12-month period is permitted; No limitation is placed on the number of persons purchasing securities; The offering not be made through any form of general solicitation or general advertising(the securities received in the offering are "restricted securities" unless the offering is registered and made only in states which provides for the registration of the securities and the delivery of a disclosure document), and A Form D notice be filed with SEC headquarters within 15 days after the first sale of securities under the Rule. Unlike Rules 505 and 506, Rule 504 does not mandate that specified disclosure be provided to purchasers, although in appropriate cases, investors must be told that they may not be able to resell their securities for at least two years.ÿ Nonetheless, the businessperson should take care that sufficient information is provided to meet the full disclosure obligations which exit under the anti fraud provisions of the securities laws. _________________________________ It looks like the non-assessible part is the exemption...meaning not taxable. So, it's not clear if those 8m shares are restricted or not...I'm leaning toward restricted. A good question to put on the list SR