Instructions For Form 203-O printable pdf download

Instructions For Form 203-O

FORM 203-O

(Instruction Sheet)

PENNSYLVANIA DEPARTMENT OF BANKING AND SECURITIES

CORPORATION FINANCE OFFICE

17 North Second Street, Suite 1300

Harrisburg, PA 17101-2290

(717) 787-8059

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Notice under Section 203(O) of the Pennsylvania Securities Act of 1972

NOTE: Under regulation 603.011, a document is not deemed filed with the Pennsylvania

Department of Banking and Securities (“Department”) unless complete and properly executed in

all material respects.

WHO MUST FILE: Issuers of securities meeting the following requirements must file Form 203-O:

1. The proposed transaction is incident to a vote by security holders or written consent of some or

all security holders in lieu of such vote;

2. No proxy materials are required or permitted to be filed with the Securities and Exchange

Commission by either party to the transaction;

3. More than twenty-five percent of the security holders of either party to the transaction are

residents of this Commonwealth; and

4. The number of persons to whom securities are offered and sold in this Commonwealth exceeds

25, exclusive of principals (as that term is defined in §203.184 (relating to offers and sales to

principals)) of the entities whose security holders are voting or providing written consent.

WHERE AND WHEN TO FILE: At the Department’s Harrisburg office prior to the vote or

solicitation of written consent. Materials prepared in connection with a proposed transaction under

Section 203(o) must be filed AND reviewed by the Department prior to distribution to the

securityholders of each party to the proposed transaction.

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General Instructions

1. One manually signed copy and one photocopy of the Form and two copies of all attachments

must be filed with the Department. If mailed, it is advisable to send registered or certified mail,

postage prepaid, return receipt requested.

2. Typewrite or print all answers in the space provided. Answer each item completely. An answer

of “not applicable” is inappropriate. If the space is insufficient, attach a schedule to the Form and

make reference to each item included in the schedule.

FORM 203-O

REVISED: 7/31/2013

Instructions For Form 203-O