Section 70. Material required to be filed

A. Two preliminary copies of the information statement or the proxy statement and form of proxy and other soliciting material to be furnished to security holders concurrently therewith shall be filed with the Commissioner at least 10 days prior to the date definitive copies of such material are first sent or given to security holders or such shorter period prior to that date as the Commissioner may authorize upon a showing of good cause therefor.

B. Two preliminary copies of any additional soliciting material relating to the same meeting or subject matter to be furnished to security holders subsequent to the proxy statement shall be filed with the Commissioner at least two days (exclusive of Saturdays, Sundays or holidays) prior to the date copies of this material are first sent or given to security holders or a shorter period prior to such date as the Commissioner may authorize upon a showing of good cause therefor.

C. Two definitive copies of the information statement of the proxy statement, form of proxy and all other soliciting material, in the form in which this material is furnished to security holders, shall be filed with, or mailed for filing to, the Commissioner not later than the date such material is first sent or given to the security holders.

D. Where any information statement or proxy statement, form of proxy or other material filed pursuant to this chapter is amended or revised, two of the copies shall be marked to clearly show such change.

E. Copies of replies to inquiries from security holders requesting further information and copies of communications which do no more than request that forms of proxy theretofore solicited to be signed and returned need not be filed pursuant to this section.

F. Notwithstanding the provisions of subsections A and B hereof and of 14VAC5-240-100 E, copies of soliciting material in the form of speeches, press releases and radio or television scripts may, but need not, be filed with the Commissioner prior to use or publication. Definitive copies, however, shall be filed with or mailed for filing to the Commissioner as required by subsection C hereof not later than the date such material is used or published. The provisions of subsections one and two hereof and 14VAC5-240-100 E shall apply, however, to any reprints or reproductions of all or any part of such material.

Historical Notes

Derived from Regulation 4, Case No. 18772, § 7, eff. April 1, 1970.

Statutory Authority

§ 38.2-202 of the Code of Virginia.