2019 Connecticut General Statutes
Title 36b - Connecticut Securities Law and Business Opportunity Investment Act
Chapter 672b - The Connecticut Tender Offer Act
Section 36b-43 - (Formerly Sec. 36-459). Registration statement. Schedule 14D-1.
(a) The registration statement shall be filed on forms prescribed by the commissioner, shall be accompanied by a consent by the offeror to service of process and the filing fee prescribed in section 36b-49 and shall contain the following information and such additional information as the commissioner may prescribe: (1) 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; (2) the identity and background of all persons on whose behalf the acquisition of any equity security of the target company has been or is to be effected; (3) the source and amount of funds or other consideration used or to be used in acquiring any equity security of the target company; (4) 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; (5) the number of shares of any equity security of the target company of which each offeror, including, in the case of corporations, partnerships and associations, each director, officer, ten per cent shareholder, affiliate, partner and associate, is the beneficial or record owner or has a right to acquire, directly or indirectly, together with the name and address of each such person; (6) particulars as to any contracts, arrangements, or understandings to which each offeror, including, in the case of corporations, partnerships and associations, each director, officer, ten per cent shareholder, affiliate, partner and associate is party with respect to any equity security of the target company, including without limitation transfers of any equity security, joint ventures, loan 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; (7) the approximate amount of any material interest, direct or indirect, of any director, officer, ten per cent shareholder, affiliate, partner or associate of the offeror in any material transaction during the past three years, or in any proposed material transactions, with the target company to which the offeror or any of its affiliates was or is to be a party; (8) a description of any direct or indirect arrangement or understanding between each offeror, including, in the case of corporations, partnerships and associations, each director, officer, ten per cent shareholder, affiliate, partner and associate, and the target company, including each director, officer and ten per cent shareholder, or its affiliates with respect to (A) future employment of any ten per cent shareholder or any person serving as a director, officer, partner or associate, as the case may be, of the offeror or target company; (B) service by any such person on the board of directors of the target company or offeror or their affiliates; and (C) any compensation to be paid for such employment or such service; (9) if the offeror is required to file periodic reports and proxy materials under the Federal Securities Exchange Act of 1934, its latest annual report and proxy materials for its latest annual meeting at which directors were elected so filed or, if it is not required to file such reports and proxy materials, information concerning the offeror substantially comparable to the information required to be included in annual reports and proxy materials for an annual meeting at which directors are to be elected filed under such federal act; (10) information that discloses to employees, creditors and other interested persons in this state any significant impact upon them which may result from the consummation of the tender offer; (11) such other and further documents, exhibits, data and information as may be required by regulation of the commissioner, or as may be necessary to make fair and full disclosure to offerees of all information material to a decision to accept or reject the offer; and (12) the intended date of commencement of the tender offer. The commissioner may summarily delay the effective date of the offer if he determines that the registration statement does not contain all of the information specified above or does not provide full and fair disclosure to offerees of all material information concerning the offer.
(b) An offeror that makes a tender offer to acquire any securities of a target company, which tender offer is subject to Section 14(d) of the Securities Exchange Act of 1934, as amended, 15 USC 78n(d), shall file, in lieu of a registration statement under subsection (a) of this section, an originally executed Schedule 14D-1, including all exhibits thereto, provided such Schedule 14D-1 contains all the information required by subsection (a) of this section, with the commissioner concurrently with its filing with the Securities and Exchange Commission. The Schedule 14D-1 shall be accompanied by a consent by the offeror to service of process and the filing fee prescribed in section 36b-49.
(P.A. 76-362, S. 4, 14; P.A. 81-121, S. 3, 9.)
History: Sec. 36-347d transferred to Sec. 36-459 in 1979; P.A. 81-121 inserted a new Subdiv. (10) concerning the required disclosure of information to employees, creditors and other interested persons of any significant impact upon them resulting from the consummation of the tender offer and renumbered the remaining Subdivs. accordingly, and added Subsec. (b) requiring an offeror whose tender offer is subject to federal law to file a Schedule 14D-1 with the commissioner in lieu of a registration statement, together with a consent to service of process and a filing fee; Sec. 36-459 transferred to Sec. 36b-43 in 1995.
