Section 26-B239. OPTIONS TO PURCHASE SECURITIES

 

239.1The issuer shall furnish the following information as to options to purchase securities from the issuer or any of its subsidiaries, which are outstanding as of a specified date within 30 days before the date of filing, or which are to be created in connection with the offering.

 

239.2The issuer shall describe the options, stating the material provisions including the consideration received, or to be received, by the grantor of it and the market value of the securities called for on the granting date. If, however, the options are "restricted stock options" as defined in § 421 of the Internal Revenue Code of 1954 only the following is required:

 

(a)A statement to that effect;

 

(b)A brief description of the terms and conditions of the options or the plan pursuant to which they were issued; and

 

(c)A statement of the provisions of the plan or options with respect to the relationship between the option price and the market price of the securities at the date when the options were granted, or with respect to the terms of any variable price option.

 

239.3The issuer shall provide the following information:

 

(a)The title and amount of the securities called for by the options;

 

(b)The purchase prices of the securities called for and the expiration dates of the options; and

 

(c)The market value of the securities called for by the options as of the latest practicable date.

 

239.4The issuer shall state the amount of the options held or to be held by each of the following persons:

 

(a)Any director or officer of the issuer;

 

(b)Any security holder named in § 237;

 

(c)Any promoter named in § 237;

 

(d)Any person on whose behalf any part of the offering is to be made in a non-issuer distribution;

 

(e)Any underwriter or recipient of a finder's fee;

 

(f)Any person who holds or will hold 10 percent or more in the aggregate of the options.

 

239.5As used in this section, the term "options" as used in this section includes all options, warrants, and rights other than those issued to security holders as such on a pro rata basis.

 

source

Amended by Emergency Rulemaking published at 47 DCR 9910 (December 15, 2000) [EXPIRED]; as amended by Emergency Rulemaking published at 48 DCR 1987 (March 2, 2001) [EXPIRED]; as amended by Emergency and Proposed Rulemaking published at 48 DCR 3952 (May 4, 2001) [EXPIRED]; as amended by Emergency and Proposed Rulemaking published at 48 DCR 9177 (October 5, 2001) [EXPIRED]; as amended by Final Rulemaking published at 48 DCR 10879 (November 30, 2001).