421-A:4 Contents of Registration Statement. –
The registration statement required to be filed pursuant to RSA 421-A:3 shall include:
I. 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.
II. The identity and material background information of all persons on whose behalf the acquisition of any equity security of the target company has been or is to be effected, including, but not limited to:
(a) If the offeror is a corporation, complete information on the organization and operations of 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, audited balance sheets and income statements for each of the 3 most recent fiscal years and, if the most recent balance sheet and income statement are for a period ending more than 90 days prior to the date of filing, an interim balance sheet and income statement covering the period from the date of the last audited balance sheet and income statement filed hereunder to a date within 90 days of the date of filing, an explanation of losses reflected in the required income statements, a brief description of the location and general character of the principal physical properties of the offeror and its subsidiaries, prior acquisitions, a description of threatened legal action, threatened legal proceedings, or pending legal proceedings, to which the offeror or any of its subsidiaries, officers, directors, or key personnel is or may be 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 5 years, a listing of all properties leased by the offeror, a listing of all intellectual property rights owned by the offeror, the number of employees of the offeror, the wages, salaries and other remuneration of the management of the offeror, the names of all directors, executive officers and key personnel, including principal and beneficial owners of greater than 10 percent of the offeror's stock, together with biographical summaries of each for the preceding 5 years, to date, and the approximate amount of any material interest, direct or indirect, of any of the directors or officers in any material transaction during the past 3 years, or in any proposed material transactions to which the offeror or any of its subsidiaries was or is to be a party.
(b) If the offeror is not a corporation, information concerning the background of the person, including:
(1) His or her current principal occupation and employment and the name, principal business, and address of any corporation or other organization in which the employment or occupation is conducted.
(2) Material business activities and affiliations during the past 3 years, giving the starting and ending dates of each and the name, principal business, and address of any corporation or other organization in which the occupation, position, office, employment, or affiliation was conducted.
(3) A description of any material pending legal or administrative proceeding in which he or she is a party.
III. The source and amount of all funds or other consideration, whether direct or indirect 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 if any part of the acquisition price is or will be represented by borrowed funds or other consideration, a description of the material terms of any financing arrangements, including the names of the parties from whom the funds were borrowed, the term, the collateral, the stated and effective interest rates, and any other material terms or conditions of the loan. Any plans or arrangements to finance or repay the loan, or if no such plans or arrangements exist, shall be disclosed. Any alternative financing arrangements or alternative financing plans in the event the primary financing plans fall through, or the fact that no such arrangements or plans exist, shall be disclosed.
IV. 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.
V. 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 chapter as an offeror.
VI. 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.
VII. A description of any court or governmental proceeding in which the offer has been disapproved or enjoined and of any pending court or governmental proceeding in which it is alleged that the offer does not comply with the provisions of the applicable laws or regulations.
VIII. A statement of which other tender offers, subject to section 13, clause (d) or proxy contests subject to section 14 of the Securities Exchange Act of 1934 (15 U.S.C. Sec. 78a et seq.), as amended, the offeror has engaged in within 5 years prior to the offer.
IX. A statement of whether any officer or director of the offeror or the offeror has:
(a) Been convicted within the prior 10 years of a felony or within the prior 5 years in any other criminal proceeding, excluding traffic violations or similar misdemeanors. If the person was convicted, describe the criminal proceeding, including the dates, nature of conviction, name and location of the court, and the penalty imposed or other disposition in the case; or
(b) Been subject of a judgment, decree or final order, including a description of the proceeding with a summary of the terms of judgment, decree, or final order, entered by a court or governmental agency with respect to laws relating to:
(1) Antitrust,
(2) Fair employment practices,
(3) Purchase or sale of securities, or
(4) Environmental protection, or
(c) Been subject of a disciplinary action such as, but not limited to, a censure, reprimand, or warning, by a non-governmental body commonly known as a self-regulatory organization, or SRO, such as, but not limited to, the National Association of Securities Dealers, the New York Stock Exchange, or the American Stock Exchange.
X. A statement of risk factors related to the transaction for security holders of the target company.
XI. Such other and further documents, exhibits, data, and information as may be required by regulations of the secretary of state or as may be necessary to make fair, full, and effective disclosure to offerees of all information material to a decision to accept or reject the offer. If any material change occurs in the facts set forth in the registration statement required by RSA 421-A:3, the offeror who filed such statement shall promptly notify the secretary of state and the target company of such change and shall amend the registration statement to reflect such change within 10 days of the change.
Source. 1977, 20:1. 1988, 62:13. 1989, 21:1. 1991, 355:89, I. 1992, 288:31. 2003, 156:18, Aug. 16, 2003.