Registration of Securities: Exempt Transactions

December 13, 1995 SEC-MMOD OPINION REGISTRATION OF SECURITIES: EXEMPT TRANSACTIONS Gentlemen : This has reference to your letter dated 3 October 1995, requesting opinion on whether the Employees' Stock Purchase Plan ("ESPP") of Read-Rite Corporation should be registered and approved by the Securities and Exchange Commission. It appears that Read-Rite Corporation is a foreign corporation, not doing business in the Philippines, which was incorporated under the laws of Delaware, United States of America and is a publicly listed corporation therein. It established an Employee's Stock Purchase Plan, ("ESPP") which would be extended to qualified employees of its subsidiary corporation in the Philippines, Sunward Technologies, Inc. On 21 September 1995, Read-Rite filed with the SEC an application for exemption from the registration requirements of the Revised Securities Act, regarding the shares of stock of Read-Rite which will be made available to the employees of Sunward Technologies, Inc. However, the same was referred by the Corporate and Legal Department to the Brokers and Exchanges Department for comments and recommendations. The issue is before this Department for resolution. The shares of stock of Read-Rite Corporation are to be sold or offered for sale or distribution in the Philippines, however, in view of the limited character of the offering which is available to more or less 35 persons only the small amount involved, which is P1,754,025.00, the issuance thereof is considered an exempt transactions pursuant to Section 6, paragraph (b), of the Revised Securities Act, which provides: "SECTION 6. Exempt Transaction . xxx xxx xxx (b) The Commission may, from time to time and subject to such terms and conditions as it may prescribed, exempt transactions other than those provided in the preceding paragraph, if it finds that the enforcement of the requirement of registration under this Act with respect to such transactions is not necessary in the public interest and for the protection of the investors by reason of the small amount involved or the limited character of the public offering. . . . Wherefore, it is our view that the application for exemption from the registration requirements of the Revised Securities Act filed by the Read-Rite Corporation in connection with the shares of stock which will be made available to the employees of Sunward Technologies, Inc. may be given due course. LexLib Please be guided accordingly. DAISY BESA-DE ASIS MMOD Director