46
March 2009
4-5
EDGAR Filer Manual (Volume II)
4.5.1 Offsetting Fees Example
Company A will issue 2 million shares of its common stock to acquire all the outstanding 3
million shares of Company B. Only Company B shareholders will vote on the acquisition.
Company A shares trade on the New York Stock Exchange at $23 per share and Company B
shares trade on Nasdaq at $7 1/2 per share. When Company B files its preliminary proxy
material (PREM14A) describing the proposed acquisition by Company A, Company B will
need to pay a filing fee of $2,070.
To calculate the fee, first you need to determine the value of the securities to be received by the
acquiring company, in this case, Company A. The value ($22,500,000) was calculated by
multiplying the outstanding shares of Company B (3,000,000 shares) by the market price of
Company B’s stock ($7 1/2 per share). You then arrive at the amount of the required fee payment
($2,070) by multiplying the computed securities value amount by the fee rate of $92 per million
dollars (0.000092).
When Company A subsequently files its Form S-4 registration statement to register the securities
it intends to issue in the acquisition of Company B, it will be required to pay a fee also totaling
$2,070. The amount is the same because the basis for calculating the fee is the same under the
1933 and 1934 Acts. To ensure that only one fee is paid per transaction, when Company A files
the registration statement, it must include Offset Payment tags in the header of their document.
For the "AMOUNT" tag value, the company should indicate the dollar amount of the fees
already paid in the prior filing ($2,070). Also needed are the CIK of the filer/registrant
(Company B) who previously paid the offset amount, the Form type (PREM14A) where the
offsetting amount was paid, and the file number of the PREM14A filing.
Rule 457(p) of Regulation C also permits you to offset a fee paid with respect to securities that
remain unsold after the completion, termination, or withdrawal of an offering. The total
aggregate dollar amount of the filing fee associated with the unsold securities may be offset
against the total filing fee due for a subsequent registration statement or registration statements
filed within five years of the initial filing date of the earlier registration statement. If the amount
of the offset is more than the total fee due on the new registration statement, the remaining
amount may be offset against future registration statements filed within five years of the new
registration statement. The procedures for using the offset are the same as those discussed above.
For a 24F-2NT, the fee is computed as a percentage of net sales. An example of a fee calculation
for a 24F-2NT appears below.
4.5.2 Example of Fee Calculation for 24F-2NT
For a 24F-2NT, the fee is computed as a percentage of net sales. An example of a fee calculation
for a 24F-2NT appears below.
Fund F files a 24F-2NT on February 27, 2004, for the fiscal year ended November 30, 2004.
Fund F fills out the items of Form 24F-2. The aggregate sale price of securities sold during the
prior fiscal year pursuant to section 24(f) of the Investment Company Act of 1940 was
$1,000,000. The total available redemption credits were $600,000. The net sales were $400,000.
The 1933 Act fee payable with the 24F-2NT filing would be $50.68, based on the SEC’s fiscal
year 2004 fee rate of $126.70 per million dollars. The fee calculation is presented here:
Header amount for Sale-Proceeds
= $1,000,000
