CORPORATIONS - INTERPRETATION OF THE "PUBLIC OFFERING" EXEMPTION OF THE FEDERAL SECURITIES ACT AND STATE BLUE-SKY LAWS

Section 5 of the Federal Securities Act of 1933, as amended, declares that it shall be unlawful to use any means of transportation or communication in interstate commerce or of the mails to dispose of securities or transmit a prospectus thereon unless a registration statement as required by the act is in effect and unless the prospectus meets the statutory requirements. However, certain securities and transactions are expressly exempted from application of the act. Among the exemptions set out in section 4 are those "transactions by an issuer not involving any public offering."