|
Blue Sky Manual Exemptions
This section
sets out the specific securities act and rule provisions concerning the blue sky
manual exemptions of individual states which recognize this exemption. A
written summary of the blue sky resale requirements and table of the blue sky
manual exemptions is contained in our article entitled:
Blue Sky Resale Requirements,
Standard & Poor & The Significance to Pink Sheet, OTCBB and Canadian
Companies.
This
information was last updated on August 27, 2010. Always check with your
legal counsel as to the current laws and requirements in the jurisdictions you
are concerned. These provisions are subject to change and should not be
relied on in substitution of legal advice. Please also note, this exemption is a
non-issuer exemption.
Alabama
No manual exemption.
| 8-6-11(a)
Foreign Securities Exemption. Any nonissuer
transaction in an outstanding security by a registered dealer if: |
| |
(2) |
The issuer has a class of securities
subject to registration under Section 12 of the Securities Exchange Act of
1934 and has been subject to the reporting requirements of Sections 13 or
15(d) of the Securities Exchange Act of 1934 for not less than 180
days before the transaction; or has filed and maintained with the
commission for not less than 180 days before the transaction information,
in such form as the commission, by rule, specifies, substantially
comparable to the information which the issuer would be required to file
under Section 12(b) or Section 12(g) of the Securities Exchange Act of
1934, or the securities have been the subject of an effective registration
statement within 180 days before the transaction, or the issuer is
required to file and has filed all reports under Section 13 of the
Securities Exchange Act of 1934, or the issuer is exempted from
registration by Section 12(g)(3) of the Securities Exchange Act of 1934,
it or its predecessor in interest has been in existence for at least five
years, the security is listed for trading on a foreign securities exchange
and has been trading for at least six months and continues to trade on
such exchange, and the aggregate market value of shares, the ownership of
which is unrestricted, is not less than $500,000,000; |
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Alaska
Securities Act
| 45.55.900(b)(17)
a nonissuer transaction by a registered agent of a registered
broker-dealer, and a resale transaction by a sponsor of a unit investment
trust registered under 15 U.S.C. 80a-1 - 80a-64 (Investment Company Act
of 1940), in a security of a class that has been outstanding in the
hands of the public for at least 90 days if, at the time of the
transaction, |
| |
(A) |
the issuer of the security is
actually engaged in business and not in the organization stage or in
bankruptcy or receivership and is
not a blank check, blind pool, or shell company whose primary plan of
business is to engage in a merger or combination of the business with, or
an acquisition of, an unidentified person or persons; |
| |
(B) |
the security is sold at a price
reasonably related to the current market price of the security; |
| |
(C) |
the security does not
constitute the whole or part of an unsold allotment to, or a subscription
or participation by, the broker-dealer
as an underwriter of the security; |
| |
(D) |
a nationally recognized
securities manual, which may be designated by rule or order of the
administrator, or a document filed with
the United States Securities and Exchange Commission that is publicly
available through the United States Securities and Exchange
Commission's electronic data gathering and retrieval system, contains: |
| |
|
(i) |
a description of the business and
operations of the issuer; |
| |
|
(ii) |
the names of the issuer's officers and
directors, if any, or, in the case of an issuer not domiciled in the
United States, the corporate equivalents of such persons in the issuer's
country of domicile; |
| |
|
(iii) |
an audited balance sheet of the issuer as
of a date within 18 months or, in the case of a reorganization or merger
where parties to the reorganization or merger had that audited balance
sheet, a pro forma balance sheet; and |
| |
|
(iv) |
an audited income statement for each of the
issuer's immediately preceding two fiscal years or for the period of
existence of the issuer if the issuer has been in existence for less than
two years or, in the case of a reorganization or merger where the parties
to the reorganization or merger had that audited income statement, a pro
forma income statement; and |
| |
(E) |
the issuer of the security has
a class of equity securities listed on a national securities exchange
registered under 15 U.S.C. 78a -
78lll (Securities Exchange Act of 1934) or designated for trading on the
National Association of Securities Dealers Automated Quotation System,
unless the issuer of the security: |
| |
|
(i) |
is a unit investment trust registered under
15 U.S.C. 80a-1 - 80a-64 (Investment Company Act of 1940); |
| |
|
(ii) |
including predecessors, has been engaged in
continuous business for a least three years; or |
| |
|
(iii) |
has total assets of at least $2,000,000
based on an audited balance sheet as of a date within 18 months or, in the
case of a reorganization or merger where parties to the reorganization or
merger had that balance sheet, a pro forma balance sheet; |
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Alaska Securities Regulations
| Sec. 3 AAC 08.910.
EXEMPTIONS. The following govern exemptions under AS 45.55 relating to
securities and transactions as indicated: |
| (1) |
manual exemptions |
| |
(A) |
for the purpose of the "manual
exemption" under AS 45.55.900(b)(17), the following publications that
contain information
prescribed at AS 45.55.900(b)(17) are "nationally recognized securities
manuals": |
| |
|
(i) |
Standard & Poor's; |
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|
(ii) |
Moody's Investors Service, Inc.; |
| |
|
(iii) |
Financial Communications Company, Inc.,
which were formerly known as "Moody's Manuals"; |
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|
(iv) |
Fitch Investors Service, LP; |
| |
(B) |
the distribution of large
blocks of securities by controlling persons will ordinarily be presumed to
be for the direct or indirect benefit of the
issuer, and not within the provisions of the manual exemption. |
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Arizona Securities Act
|
44-1844(A)11. A nonissuer transaction
in an outstanding security, including the sale by a dealer, including an
underwriter no longer acting as an underwriter in respect to the
securities involved, of securities sold and distributed to the public, but
not including securities constituting an unsold allotment to or
subscription by the dealer as a participant in the distribution of the
securities by the issuer or by or through an underwriter, if the class of
security has been outstanding in the hands of the public for not less than
ninety days preceding the date of the transaction and a recognized manual
of securities designated by the commission by rule or order at the time of
sale contains the names of the issuer's officers and directors, a
statement of financial condition of the issuer as of a date within
eighteen months of the date of the sale and a statement of income or
operations for each of the two fiscal years next before the date of the
statement of financial condition or for the period from the commencement
of the issuer's existence to the date of the statement of financial
condition if the period is less than two years. |
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Arizona Securities Rules
| R14-4-114. Recognized
Manuals of Securities |
| |
A. |
For purposes of A.R.S. §
44-1844(A)(11), each of the following publications is approved by the
Commission as a recognized manual of securities. |
| |
|
1. |
Mergent's Industrial Manual. |
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|
2. |
Mergent's Municipal and Government Manual. |
| |
|
3. |
Mergent's Transportation Manual. |
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|
4. |
Mergent's Public Utility Manual. |
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|
5. |
Mergent's Bank and Finance Manual. |
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|
6. |
Standard & Poor's Corporation Records. |
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B. |
A "publication" for purposes of
this Section includes electronic publication formats that are as readily
available to the general public as the printed version, including CD-ROM
and electronic dissemination over the Internet. |
| R14-4-138(A)(1).
Foreign Securities Exemption. A non-issuer transaction in an outstanding security (including an American
Depository Receipt representing such a security), of an issuer domiciled
in a foreign country with which the United States is at the time of the
transaction maintaining diplomatic relations (including the sale by a
dealer, including an underwriter no longer acting as an underwriter in
respect to the securities involved, but not including securities
constituting an unsold allotment to or subscription by the dealer as a
participant in the distribution of the securities by the issuer or by or
through an underwriter), if the class of security has been outstanding in
the hands of the public for not less than 90 days preceding the date of
the transaction and if, at the time of the transaction, the conditions of
subsections (a) and (b) hereof are met: |
| |
a. |
The exemption of subsection
(A)(1) is not available unless one of the following requirements is met: |
| |
|
i. |
The most recent edition of Moody's
International Manual or Standard & Poor's Corporation Records, or the
periodic supplements to such publications (hereinafter referred to as the
"Manual"), contains a description of the issuer's business or operations,
the names of the issuer's officers and directors (or their corporate
equivalents in the issuer's country of domicile), an audited balance sheet
of the issuer as of a date within 18 months of the date of the transaction
and audited profit and loss statements for each of the issuer's two fiscal
years immediately preceding the date of such balance sheet (such
statements to be prepared in accordance with U.S. or Foreign GAAP); or |
| |
|
ii. |
The issuer of the security has a class of
securities subject to the reporting requirements of Section 13 of the
Securities Exchange Act, 15 U.S.C.A. 78m (West 1981 & Supp. 1992)
("Section 13") or Section 15(d) of the Securities Exchange Act, 15
U.S.C.A. 78o(d) (West 1981) ("Section 15(d)") and is not delinquent in
such reporting. Section 13 and Section 15(d) are incorporated herein by
reference and on file with the Secretary of State; or |
| |
|
iii. |
The security is exempted from the
provisions of Section 12(g) of the Securities Exchange Act of 1934, 15
U.S.C.A. 78l(g) (West 1981) by Section 12(g)(3) of that Act, 15 U.S.C.A.
78l(g)(3) (West 1981) and the issuer is in compliance with all of the
conditions of Section 12g3-2(b)(1), 17 CFR 240.12g3-2(b)(1) (1992) which
sections and rule are incorporated herein by reference and on file with
the Secretary of State. |
| |
b. |
The exemption of
subsection (A)(1) is not available unless all of the following
requirements are met: |
| |
|
i. |
The issuer, including any predecessors, has
been in continuous operation for at least the preceding five years, is a
going concern actually engaged in business and is not in an organizational
or developmental stage, and is not in bankruptcy or receivership; and |
| |
|
ii. |
The issuer has net tangible assets of at
least U.S. $25,000,000 as of the date of its most recent audited financial
statement prepared in accordance with U.S. or Foreign GAAP. Such statement
shall be dated as of a date within 18 months of the date of the
transaction; and |
| |
|
iii. |
The issuer had an average net income after
taxes of at least U.S. $1,000,000 over its most recent two consecutive
years of operation according to audited profit and loss statements of the
issuer prepared in accordance with U.S. or Foreign GAAP for the issuer's
two fiscal years immediately preceding the date of the financial statement
referred to in subsection (A)(1)(b)(ii) hereof; and |
| |
|
iv. |
The issuer has a class of securities listed
or traded on a stock exchange or automated quotation system organized
under the laws of its country of domicile; and |
| |
|
v. |
For the issuer's securities in the United
States, there are at least two market makers, who are registered
broker-dealers under the Securities Exchange Act of 1934, or at least one
market maker who is a registered broker-dealer under the Securities
Exchange Act of 1934 and who has a net capital of at least $25,000,000. |
Arkansas Securities
Act
| 23-42-504(a)(2)
Any nonissuer transaction by a registered agent of a registered
broker-dealer, and any resale transaction by a sponsor of a unit
investment trust registered under the Investment Company Act of 1940, in a
security of a class that has been outstanding in the hands of the public
for at least ninety (90) days provided, at the time of the transaction: |
| |
(A) |
The issuer of the
security is actually engaged in business and not in the organization stage
or in bankruptcy or receivership and is not a blank check, blind pool or
shell company whose primary plan of business is to engage in a merger or
combination of the business with, or an acquisition of, an unidentified
person or persons; |
| |
(B) |
The security is
sold at a price reasonably related to the current price of the security; |
| |
(C) |
The security does
not constitute the whole or part of an unsold allotment to, or a
subscription or participation by, the broker-dealer as an underwriter of
the security; |
| |
(D) |
A nationally
recognized securities manual designated by rule or order of the
commissioner or a document filed with the Securities and Exchange
Commission that is publicly available through the Securities and Exchange
Commission’s Electronic Data Gathering and Retrieval System (EDGAR) and
contains: |
| |
|
(i) |
A description of the business and
operations of the issuer; |
| |
|
(ii) |
The names of the issuer’s officers and
directors, if any, or, in the case of an issuer not domiciled in the
United States, the corporate equivalents of such persons in the issuer’s
country of domicile; |
| |
|
(iii) |
An audited balance sheet of the issuer as
of a date within eighteen (18) months or, in the case of a reorganization
or merger where parties to the reorganization or merger had such audited
balance sheets, a pro forma balance sheet; and |
| |
|
(ix) |
An audited income statement for each of the
issuer’s immediately preceding two (2) fiscal years, or for the period of
existence of the issuer, if in existence for less than two (2) years, or,
in the case of a reorganization or merger where the parties to the
reorganization or merger had such audited income statements, a pro forma
income statement; and |
| |
(E) |
The issuer of the
security has a class of equity securities listed on a national securities
exchange registered under the Securities Exchange Act of 1934, or
designated for trading on the National Association of Securities Dealers
Automated Quotation System, unless: |
| |
|
(i) |
The issuer of the security is a unit
investment trust registered under the Investment Company Act of 1940, or |
| |
|
(ii) |
The issuer of the security has been engaged
in continuous business (including predecessors) for at least three (3)
years, or |
| |
|
(iii) |
The issuer of the security has total assets
of at least two million dollars ($2,000,000) based on an audited balance
sheet as of a date within eighteen (18) months or, in the case of a
reorganization or merger where parties to the reorganization or merger had
such audited balance sheets, a pro forma balance sheet. |
Arkansas Securities Regulations
| Rule 504.01(A)(2)
Manual Exemption. |
| |
(a) |
The following will be
considered recognized manuals: |
| |
|
(1) |
Standard & Poor's Standard Corporation
Records; |
| |
|
(2) |
Moody's Industrial Manual; |
| |
|
(3) |
Moody's Bank and Finance Manual; |
| |
|
(4) |
Moody's Municipal and Government Manual; |
| |
|
(5) |
Moody's Transportation Manual; |
| |
|
(6) |
Moody's Public Utility Manual; |
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|
(7) |
Moody's OTC Industrial Manual; |
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|
(8) |
Moody's International Manual. |
| |
(b) |
Supplements to the above
recognized manuals are recognized, provided that the necessary information
required by the Act is
disclosed and the supplements are subsequently incorporated and published
in the respective annual manual. |
| |
(c) |
The distribution of large
blocks of securities by controlling persons in firmly underwritten
offerings will ordinarily be presumed to be
for the direct or indirect benefit of the issuer, and not within the
provisions of the manual exemption. |
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Colorado Securities
Act
|
Manual exemption |
|
11-51-308(b)(l)(I)
If a recognized securities manual contains the name of the issuer, the
names of the issuer's officers and directors, a balance sheet of the
issuer as of a date within the eighteen-month period immediately preceding
the date of the distribution, and a profit and loss statement for either
the fiscal year preceding that date or the most recent year of operations; |
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Colorado Securities Rules
51-3.9
Transactional Securities Exemption for Non-Issuer
Distribution of Outstanding Security
|
| For the purposes of section
11-51-308(1)(b)(I), C.R.S. the following manuals are recognized: |
| |
A. |
Moody's Industrial Manual; |
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B. |
Moody's Municipal and
Government Manual; |
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C. |
Moody's Transportation Manual; |
| |
D. |
Moody's Public Utility Manual; |
| |
E. |
Moody's Bank and Finance
Manual; |
| |
F. |
Moody's OTC Industrial Manual |
| |
G. |
Moody’s International Manual; |
| |
H. |
Standard & Poor’s Standard
Corporation Descriptions; |
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I. |
Periodic supplements to each
recognized securities manual. |
Connecticut:
Uniform Securities Act
| Sec. 36b-21(b)(2)
any
nonissuer transaction by a registered agent of a registered broker-dealer
in a security of a class that has been outstanding in the hands of the
public for at least ninety days provided, at the time of the transaction:
|
| |
(A) |
The security is sold at a price reasonably related to the
current market price of the security; |
| |
(B) |
the security does not constitute the whole or part of an
unsold allotment to, or a subscription or participation by, the
broker-dealer as an underwriter of the security; |
| |
(C) |
a nationally recognized securities manual contains: |
| |
|
(i) |
a description of the business and operations of the issuer;
|
| |
|
(ii) |
the names of the issuer’s officers and directors or, in the case of a
non-United-States issuer, the corporate equivalents of such persons in the
issuer’s country of domicile; |
| |
|
(iii) |
an audited balance sheet of the issuer as of a date within eighteen
months, or in the case of a reorganization or merger where the parties to
the reorganization or merger had such audited balance sheet, a pro forma
balance sheet; and |
| |
|
(iv) |
an audited income statement for each of the issuer’s immediately preceding
two fiscal years, or for the period of existence of the issuer, if in
existence for less than two years, or in the case of a reorganization or
merger where the parties to the reorganization or merger had such audited
income statement, a pro forma income statement; and |
| |
(D) |
the issuer of
the security has a class of equity securities listed on a national
securities exchange registered under the Securities Exchange Act of 1934,
or designated for trading on the National Association of Securities
Dealers Automated Quotation System, unless the issuer, including any
predecessors of the issuer |
| |
|
(i) |
has been engaged in continuous business for at least three years, or |
| |
|
(ii) |
has total assets of at least two million dollars based on an audited
balance sheet of the issuer as of a date within eighteen months, or in the
case of a reorganization or merger where the parties to the reorganization
or merger had such audited balance sheet, a pro forma balance sheet. |
|
The exemption in this subdivision shall not be available
for any distribution of securities issued by a blank check company, shell
company, dormant company or any issuer that has been merged or
consolidated with or has bought out a blank check company, shell company
or dormant company unless the issuer or any predecessor has continuously
operated its business for at least the preceding five years and has had
gross operating revenue in each of the preceding five years, including
gross operating revenue of at least five hundred thousand dollars per year
in three of the preceding five years; |
Regulations to the Connecticut Uniform Securities Act
|
Sec. 36b-31-21b-2. Manual
exemption |
|
In implementing section 36b-21(b)(2)(A) of the general
statutes, “recognized securities manual” shall include only Standard &
Poors Standard Corporation Descriptions, Standard & Poors Corporation
Records, Moody’s Industrial Manual, Moody’s Bank and Finance Manual,
Moody’s Transportation Manual, Moody’s OTC Industrial Manual, Moody’s
Public Utility Manual and Moody’s International Manual. Supplements to
such manuals are recognized if the information required by section 36b
21(b)(2)(A) of the general statutes is disclosed in the supplement and the
supplement is subsequently incorporated and published in the respective
annual manual. If the manual contains the information required by section
36b 21(b)(2)(A) of the general statutes only in abbreviated form, the
securities transaction is not exempt under section 36b 21(b)(2)(A) of the
general statutes. |
|
(Effective July 3, 1995) |
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Delaware Securities
Act
| 7309(b)(2)
Any nonissuer transaction by a registered agent of a registered
broker-dealer, and any resale transaction by a sponsor of a unit
investment trust registered under the Investment Company Act of 1940, in a
security of a class that has been outstanding in the hands of the public
for at least 90 days, provided, at the time of the transaction: |
| |
a. |
The issuer of the
security is actually engaged in business and not in the organization stage
or in bankruptcy or receivership and is not a blank check, blind pool or
shell company whose primary plan of business is to engage in a merger or
combination of the business with, or an acquisition of, an unidentified
person or persons; |
| |
b. |
The security is
sold at a price reasonably related to the current market price of the
security; |
| |
c. |
The security does
not constitute the whole or part of an unsold allotment to, or a
subscription or participation by, the broker-dealer as an underwriter of
the security; |
| |
d. |
A nationally
recognized securities manual designated by rule or order of the
Commissioner or a document filed with the Securities and Exchange
Commission that is publicly available through the SEC’s Electronic Data
Gathering and Retrieval System (EDGAR) and contains: |
| |
|
1. |
A description of the business
and operations of the issuer; |
| |
|
2. |
The names of the issuer’s
officers and directors, if any, or, in the case of an issuer not domiciled
in the United States, the corporate equivalents of such persons in the
issuer’s country of domicile; |
| |
|
3. |
An audited balance sheet of
the issuer as of a date within 18 months or, in the case of a
reorganization or merger where parties to the reorganization or merger had
such audited balance sheet, a pro forma balance sheet; and |
| |
|
4. |
An audited income statement
for each of the issuer’s immediately preceding 2 fiscal years, or for the
period of existence of the issuer, if in existence for less than 2 years
or, in the case of a reorganization or merger where the parties to the
reorganization or merger had such audited income statement, a pro forma
income statement; and |
| |
e. |
The issuer of the
security has a class of equity securities listed on a national securities
exchange registered under the Securities Exchange Act of 1934, or
designated for trading on the National Association of Securities Dealers
Automated Quotation System (NASDAQ), unless: |
| |
|
1. |
The issuer of the security is
a unit investment trust registered under the Investment Company Act of
1940; |
| |
|
2. |
The issuer of the security has
been engaged in continuous business (including predecessors) for at least
3 years; or |
| |
|
3. |
The issuer of the security has
total assets of at least $2,000,000 based on an audited balance sheet as
of a date within 18 months or, in the case of a reorganization or merger
where parties to the reorganization or merger had such audited balance
sheet, a pro forma balance sheet. |
Delaware Securities Act Rules and Regulations
| §508
Recognized Securities Manuals |
| |
(a) |
Each of the
following manuals shall be deemed a "Recognized Securities Manual" for the
purposes of 6 Del. C. §7309(b)(2): |
| |
|
(1) |
Moody’s Industrial Manual; |
| |
|
(2) |
Moody’s Transportation Manual; |
| |
|
(3) |
Moody’s Public Utility Manual; |
| |
|
(4) |
Moody’s Bank and Finance
Manual; |
| |
|
(5) |
Standard & Poor’s Standard
Corporation Records; |
| |
|
(6) |
Fitch’s Individual Stock
Bulletin; |
| |
|
(7) |
Moody’s OTC Industrial Manual. |
| |
(b) |
The term "manual"
for purposes of this rule includes all commonly recognized formats of
publications, including CD-ROM and electronic dissemination over the
Internet. |
District
of Columbia Securities Act
| §
31-5604.02(2) A nonissuer transaction by a
licensed agent of a licensed broker-dealer, and a resale transaction by a
sponsor of a unit investment trust registered under the Investment Company
Act of 1940, in a security of a class that has been outstanding and
publicly held for at least 90 days; provided, that at the time of the
transaction: |
| |
(A) |
The issuer of the
security is actually engaged in business and not in the organizational
stage or in bankruptcy or receivership and is not a blank check, blind
pool, or shell company whose primary plan of business is to engage in a
merger or combination of the business with, or an acquisition of, an
unidentified person; |
| |
(B) |
The security is
sold at a price reasonably related to the current market price of the
security; |
| |
(C) |
The security does
not constitute the whole or part of an unsold allotment to, or a
subscription or participation by, the broker-dealer as an underwriter of
the security; |
| |
(D) |
A nationally
recognized securities manual designated by rule or order of the
Commissioner or a document filed with the Securities and Exchange
Commission which is publicly available through the Securities and Exchange
Commission's Electronic Data Gathering and Retrieval System contains: |
| |
|
(i) |
A description of the business
and operations of the issuer; |
| |
|
(ii) |
The names of the issuer's
officers and directors, if any, or, in the case of a non-United States
issuer, the corporate equivalents of such persons in the issuer's country
of domicile; |
| |
|
(iii) |
An audited balance sheet of
the issuer as of a date within 18 months, or in the case of a
reorganization or merger where parties to the reorganization or merger had
an audited balance sheet, a pro forma balance sheet as of a date within 18
months; |
| |
|
(iv) |
An audited income statement
for each of the issuer's immediately preceding 2 fiscal years or for the
period of existence of the issuer, if in existence for less than 2 years
or, in the case of a reorganization or merger where the parties to the
reorganization or merger had an audited income statement, a pro forma
income statement; and |
| |
(E) |
The issuer of the
security has a class of equity securities listed on a national securities
exchange registered under the Securities Exchange Act of 1934, or
designated for trading on the National Association of Securities Dealers
Automated Quotation System or any other electronic trading system which
the Commissioner designates by rule to have substantially the same
standards for listing or trading, unless: |
| |
|
(i) |
The issuer of the security is
a unit investment trust registered under the Investment Company Act of
1940; |
| |
|
(ii) |
The issuer of the security has
been engaged in continuous business (including predecessors) for at least
3 years; or |
| |
|
(iii) |
The issuer of the security has
total assets of at least $2 million based on an audited balance sheet as
of a date within 18 months or, in the case of a reorganization or merger
where parties to the reorganization or merger had an audited balance
sheet, a pro forma balance sheet; |
District of Columbia Rules
1900.11
Pursuant to the power granted in Section 307 of the District of Columbia
Securities Act of 2000 (the “Act”), the Commissioner of the District of
Columbia Department of Insurance and Securities Regulation hereby
recognizes each of the securities manuals listed in § 1900.12 to be a
“nationally recognized securities manual” under Title IV, Section
402(2)(D) of the Act and the conditions attached therein. The term
“manual” for purposes of this order shall include all commonly recognized
formats of publications, including CD-ROM and electronic dissemination
over the Internet. |
| |
|
|
|
| 1900.12
The Department recognizes the following securities
manuals: |
| |
(a) |
Mergent’s
Industrial Manual; |
| |
(b) |
Mergent’s
Transportation Manual; |
| |
(c) |
Mergent’s Public
Utility Manual; |
| |
(d) |
Mergent’s Bank and
Finance Manual; |
| |
(e) |
Mergent's
International Manual; |
| |
(f) |
Standard & Poor’s
Standard Corporation Descriptions; |
| |
(g) |
Fitch’s Individual
Stock Bulletin; and |
| |
(h) |
Mergent’s OTC
Industrial Manual. |
Florida Securities and
Investor Protection Act
| 517.061 (20)
Any nonissuer transaction by a registered associated person of a
registered dealer, and any resale transaction by a sponsor of a unit
investment trust registered under the Investment Company Act of 1940, in a
security of a class that has been outstanding in the hands of the public
for at least 90 days; provided, at the time of the transaction: |
| |
(a) |
The issuer of the
security is actually engaged in business and is not in the organization
stage or in bankruptcy or receivership and is not a blank check, blind
pool, or shell company whose primary plan of business is to engage in a
merger or combination of the business with, or an acquisition of, any
unidentified person; |
| |
(b) |
The security is
sold at a price reasonably related to the current market price of the
security; |
| |
(c) |
The security does
not constitute the whole or part of an unsold allotment to, or a
subscription or participation by, the broker-dealer as an underwriter of
the security; |
| |
(d) |
A nationally
recognized securities manual designated by rule of the commission or order
of the office or a document filed with the Securities and Exchange
Commission that is publicly available through the commission's electronic
data gathering and retrieval system contains: |
| |
|
1. |
A description of the business
and operations of the issuer; |
| |
|
2. |
The names of the issuer's
officers and directors, if any, or, in the case of an issuer not domiciled
in the United States, the corporate equivalents of such persons in the
issuer's country of domicile; |
| |
|
3. |
An audited balance sheet of
the issuer as of a date within 18 months before such transaction or, in
the case of a reorganization or merger in which parties to the
reorganization or merger had such audited balance sheet, a pro forma
balance sheet; and |
| |
|
4. |
An audited income statement
for each of the issuer's immediately preceding 2 fiscal years, or for the
period of existence of the issuer, if in existence for less than 2 years
or, in the case of a reorganization or merger in which the parties to the
reorganization or merger had such audited income statement, a pro forma
income statement; and |
| |
(e) |
The issuer of the
security has a class of equity securities listed on a national securities
exchange registered under the Securities Exchange Act of 1934 or
designated for trading on the National Association of Securities Dealers
Automated Quotation System, unless: |
| |
|
1. |
The issuer of the security is
a unit investment trust registered under the Investment Company Act of
1940; |
| |
|
2. |
The issuer of the security has
been engaged in continuous business, including predecessors, for at least
3 years; or |
| |
|
3. |
The issuer of the security has
total assets of at least $2 million based on an audited balance sheet as
of a date within 18 months before such transaction or, in the case of a
reorganization or merger in which parties to the reorganization or merger
had such audited balance sheet, a pro forma balance sheet. |
Florida Securities Rules
| 69W-500.010 Recognized
Manuals of Securities. |
| The following publications
are hereby approved as recognized securities manuals: “Securities manuals
published by Mergent FIS, Inc., and all commonly recognized formats of
Mergent's Manuals, including CD-ROM and electronic dissemination over the
Internet and securities manuals published by Standard and Poor's
Corporation.” |
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| |
Georgia
Uniform Securities Act of 2008
| 10-5-11(2)
A nonissuer transaction by or through a broker-dealer registered, or
exempt from registration under this chapter, and a resale transaction by a
sponsor of a unit investment trust registered under the Investment Company
Act of 1940, 15 U.S.C. Section 80a-1, et seq., in a security of a class
that has been outstanding in the hands of the public for at least 90 days,
if, at the date of the transaction: |
| |
(A) |
The issuer of the
security is engaged in business, the issuer is not in the organizational
stage or in bankruptcy or receivership, and the issuer is not a blank
check, blind pool, or shell company that has no specific business plan or
purpose or has indicated that its primary business plan is to engage in a
merger or combination of the business with, or an acquisition of, an
unidentified person; |
| |
(B) |
The security is
sold at a price reasonably related to its current market price; |
| |
(C) |
The security does
not constitute the whole or part of an unsold allotment to or a
subscription or participation by the broker-dealer as an underwriter of
the security or a redistribution; |
| |
(D) |
A nationally
recognized securities manual or its electronic equivalent designated by
rule adopted or order issued under this chapter or a record filed with the
Securities and Exchange Commission that is publicly available contains: |
| |
|
(i) |
A description of the business
and operations of the issuer; |
| |
|
(ii) |
The names of the issuer's
executive officers and the names of the issuer's directors, if any; |
| |
|
(iii) |
An audited balance sheet of
the issuer as of a date within eighteen (18) months before the date of the
transaction or, in the case of a reorganization or merger when the parties
to the reorganization or merger each had an audited balance sheet, a pro
forma balance sheet for the combined organization; and |
| |
|
(iv) |
An audited income statement
for each of the issuer's two (2) immediately previous fiscal years or for
the period of existence of the issuer, whichever is shorter, or, in the
case of a reorganization or merger when each party to the reorganization
or merger had audited income statements, a pro forma income statement; and |
| |
(E) |
The issuer of the
security has a class of equity securities listed on a national securities
exchange registered under the Securities Exchange Act of 1934, 15 U.S.C.
Section 78a, et seq., or designated for trading on the National
Association of Securities Dealers Automated Quotation System, unless the
issuer of the security is a unit investment trust registered under the
Investment Company Act of 1940, 15 U.S.C. Section 80a-1, et seq.; or the
issuer of the security, including its predecessors, has been engaged in
continuous business for at least three years; or the issuer of the
security has total assets of at least $2 million based on an audited
balance sheet as of a date within 18 months before the date of the
transaction or, in the case of a reorganization or merger when the parties
to the reorganization or merger each had an audited balance sheet, a pro
forma balance sheet for the combined organization; |
|
Effective: July 1, 2009 |
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| |
|
10-5-11(23) Foreign Securities
Exemption. A nonissuer transaction in an outstanding security
by or through a broker-dealer registered or exempt from registration under
this chapter if the issuer is a reporting issuer in a foreign jurisdiction
designated by this paragraph or by rule adopted or order issued under this
chapter; has been subject to continuous reporting requirements in the
foreign jurisdiction for not less than 180 days before the transaction;
and the security is listed on the foreign jurisdiction's securities
exchange that has been designated by this paragraph or by rule adopted or
order issued under this chapter or is a security of the same issuer that
is of senior or substantially equal rank to the listed security or is a
warrant or right to purchase or subscribe to any of the foregoing. For
purposes of this paragraph, Canada, together with its provinces and
territories, is a designated foreign jurisdiction and The Toronto
Stock Exchange, Inc., is a designated securities exchange. After
an administrative hearing in compliance with Chapter 13 of Title 50, the
"Georgia Administrative Procedure Act," the Commissioner, by rule adopted
or order issued under this chapter, may revoke the designation of a
securities exchange under this paragraph, if the Commissioner finds that
revocation is necessary or appropriate in the public interest and for the
protection of investors.
Effective: July 1, 2009 |
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|
HISTORY: Code 1981, § 10-5-11, enacted by
Ga. L. 2008, p. 381, § 1/SB 358 See:
Senate Bill 358 |
Guam Uniform
Securities Act
|
46402(12)(b)(2)
any non-issuer distribution of an outstanding security if (A) a recognized
securities manual contains the names of the issuer's officers and
directors, a balance sheet of the issuer as of a date within eighteen (18)
months, and a profit and loss statement for either the fiscal year
preceding that date or the most recent year of operations, or (B) the
security has a fixed maturity or a fixed interest or dividend provision
and there has been no default during the current fiscal year or within the
three (3) preceding fiscal years, or during the existence of the issuer
and any predecessors if less than three (3) years, in the payment of
principal, interest, or dividends on the security; |
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Hawaii Uniform
Securities Act (2002)
| 202(2) A
nonissuer transaction by or through a broker-dealer registered, or exempt
from registration under this chapter, and a resale transaction by a
sponsor of a unit investment trust registered under the Investment Company
Act of 1940, in a security of a class that has been outstanding in the
hands of the public for at least ninety days, if, at the date of the
transaction: |
| |
(a) |
The issuer of the
security is engaged in business, the issuer is not in the organizational
stage or in bankruptcy or receivership, and the issuer is not a blank
check, blind pool, or shell company that has no specific business plan or
purpose or has indicated that its primary business plan is to engage in a
merger or combination of the business with, or an acquisition of, an
unidentified person; |
| |
(b) |
The security is
sold at a price reasonably related to its current market price; |
| |
(c) |
The security does
not constitute the whole or part of an unsold allotment to, or a
subscription or participation by, the broker-dealer as an underwriter of
the security or a redistribution; |
| |
(d) |
A nationally
recognized securities manual or its electronic equivalent designated by
rule adopted or order issued under this chapter or a record filed with the
Securities and Exchange Commission that is publicly available and
contains: |
| |
|
(i) |
A description of the business
and operations of the issuer; |
| |
|
(ii) |
The names of the issuer's
executive officers and the names of the issuer's directors, if any; |
| |
|
(iii) |
An audited balance sheet of
the issuer as of a date within eighteen months before the date of the
transaction or, in the case of a reorganization or merger when the parties
to the reorganization or merger each had an audited balance sheet, a pro
forma balance sheet for the combined organization; and |
| |
|
(iv) |
An audited income statement
for each of the issuer's two immediate previous fiscal years or for the
period of existence of the issuer, whichever is shorter, or, in the case
of a reorganization or merger when each party to the reorganization or
merger had audited income statements, a pro forma income statement; |
| |
(e) |
any one (1) of the
following requirements is met: |
| |
|
(i) |
The issuer of the security has
a class of equity securities listed on a national securities exchange
registered under Section 6 of the Securities Exchange Act of 1934 or
designated for trading on the National Association of Securities Dealers'
Automated Quotation System; |
| |
|
(ii) |
The issuer of the security is
a unit investment trust registered under the Investment Company Act of
1940; |
| |
|
(iii) |
The issuer of the security,
including its predecessors, has been engaged in continuous business for at
least three years; or |
| |
|
(iv) |
The issuer of the security has
total assets of at least $2,000,000 based on an audited balance sheet as
of a date within eighteen months before the date of the transaction or, in
the case of a reorganization or merger when the parties to the
reorganization or merger each had such an audited balance sheet, a pro
forma balance sheet for the combined organization; |
|
Effective: July 1, 2008 |
|
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|
|
|
202(23) Foreign Securities
Exemption. A nonissuer transaction in an outstanding
security by or through a broker-dealer registered or exempt from
registration under this chapter, if the issuer is a reporting issuer in a
foreign jurisdiction designated by this paragraph or by rule adopted or
order issued under this chapter; has been subject to continuous reporting
requirements in the foreign jurisdiction for not less than one hundred
eighty days before the transaction; and the security is listed on the
foreign jurisdiction's securities exchange that has been designated by
this paragraph or by rule adopted or order issued under this chapter, or
is a security of the same issuer that is of senior or substantially equal
rank to the listed security or is a warrant or right to purchase or
subscribe to any of the foregoing. For purposes of this paragraph, Canada,
together with its provinces and territories, is a designated foreign
jurisdiction and the Toronto Stock Exchange, Inc., is a designated
securities exchange. After an administrative hearing in accordance
with chapter 91, the commissioner, by rule adopted or order issued under
this chapter, may revoke the designation of a securities exchange under
this paragraph, if the commissioner finds that revocation is necessary or
appropriate in the public interest and for the protection of investors; |
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|
Effective: July 1, 2008 |
Idaho Uniform
Securities Act
| 30-14-202(2) A nonissuer transaction by or through a broker-dealer registered, or exempt
from registration under this chapter, and a resale transaction by a
sponsor of a unit investment trust registered under the investment company
act of 1940, in a security of a class that has been outstanding in the
hands of the public for at least ninety (90) days, if, at the date of the
transaction: |
| |
(a) |
The issuer of the
security is engaged in business, the issuer is not in the organizational
stage or in bankruptcy or receivership, and the issuer is not a blank
check, blind pool, or shell company that has no specific business plan or
purpose or has indicated that its primary business plan is to engage in a
merger or combination of the business with, or an acquisition of, an
unidentified person; |
| |
(b) |
The security is
sold at a price reasonably related to its current market price; |
| |
(c) |
The security does
not constitute the whole or part of an unsold allotment to, or a
subscription or participation by, the broker-dealer as an underwriter of
the security or a redistribution; |
| |
(d) |
A nationally
recognized securities manual or its electronic equivalent designated by
any rule adopted or an order issued under this chapter or a record filed
with the securities and exchange commission that is publicly available
contains: |
| |
|
(i) |
A description of the business
and operations of the issuer; |
| |
|
(ii) |
The names of the issuer's
executive officers and the names of the issuer's directors, if any; |
| |
|
(iii) |
An audited balance sheet of
the issuer as of a date within eighteen (18) months before the date of the
transaction or, in the case of a reorganization or merger when the parties
to the reorganization or merger each had an audited balance sheet, a pro
forma balance sheet for the combined organization; and |
| |
|
(iv) |
An audited income statement
for each of the issuer's two (2) immediately previous fiscal years or for
the period of existence of the issuer, whichever is shorter, or, in the
case of a reorganization or merger when each party to the reorganization
or merger had audited income statements, a pro forma income statement; and |
| |
(e) |
any one (1) of the
following requirements is met: |
| |
|
(i) |
The issuer of the security has
a class of equity securities listed on a national securities exchange
registered under section 6 of the securities exchange act of 1934 or
designated for trading on the national association of securities dealers
automated quotation system; |
| |
|
(ii) |
The issuer of the security is
a unit investment trust registered under the Investment Company Act of
1940; |
| |
|
(iii) |
The issuer of the security,
including its predecessors, has been engaged in continuous business for at
least three (3) years; or |
| |
|
(iv) |
The issuer of the security has
total assets of at least two million dollars ($2,000,000) based on an
audited balance sheet as of
a date within eighteen (18) months before the date of the transaction or,
in the case of a reorganization or merger when the parties to the
reorganization or merger each had such an audited balance sheet, a pro
forma balance sheet for the combined organization; |
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|
30-14-202(23) Foreign Securities
Exemption. A nonissuer transaction in an outstanding
security by or through a broker-dealer registered or exempt from
registration under this chapter, if the issuer is a reporting issuer in a
foreign jurisdiction designated by this subsection or by a rule adopted or
an order issued under this chapter; has been subject to continuous
reporting requirements in the foreign jurisdiction for not less than one
hundred eighty (180) days before the transaction; and the security is
listed on the foreign jurisdiction's securities exchange that has been
designated by this subsection or by a rule adopted or an order issued
under this chapter, or is a security of the same issuer that is of senior
or substantially equal rank to the listed security or is a warrant or
right to purchase or subscribe to any of the foregoing. For purposes of
this subsection, Canada, together with its provinces and territories, is a
designated foreign jurisdiction and the Toronto stock exchange,
inc., is a designated securities exchange. After an administrative
hearing in compliance with chapter 52, title 67, Idaho Code, the
administrator, by rule adopted or an order issued under this chapter, may
revoke the designation of a securities exchange under this subsection, if
the administrator finds that revocation is necessary or appropriate in the
public interest and for the protection of investors. |
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Idaho Rules to the Uniform Securities Act
| 056.MANUAL
EXEMPTION (RULE 56) |
| |
|
|
|
| For the purpose
of the manual exemption (Section 30-14-202(2), Idaho Code), the following
securities manuals or portions of the manuals are recognized. |
| |
|
(a) |
Best’s Insurance Reports-
Life-Health. |
| |
|
(b) |
Mergent’s Industrial Manual. |
| |
|
(c) |
Mergent’s International
Manual. |
| |
|
(d) |
Standard & Poor’s Corporation
Records. |
| |
|
(e) |
Walkers Manual of Western
Corporations. |
Indiana Securities Code
| 23-19-2-2
Section 2(2) A nonissuer transaction by or through a broker-dealer
registered, or exempt from registration under this article, and a resale
transaction by a sponsor of a unit investment trust registered under the
Investment Company Act of 1940, in a security of a class that has been
outstanding in the hands of the public for at least ninety (90) days, if,
at the date of the transaction: |
| |
(A) |
the issuer of the
security is engaged in business, the issuer is not in the organizational
stage or in bankruptcy or receivership, and the issuer is not a blank
check, blind pool, or shell company that has no specific business plan or
purpose or has indicated that its primary business plan is to engage in a
merger or combination of the business with, or an acquisition of, an
unidentified person; |
| |
(B) |
the security is
sold at a price reasonably related to its current market price;. |
| |
(C) |
the security does
not constitute the whole or part of an unsold allotment to, or a
subscription or participation by, the broker-dealer as an underwriter of
the security or a redistribution; |
| |
(D) |
a nationally
recognized securities manual or its electronic equivalent designated by
rule adopted or order issued under this article or a record filed with the
Securities and Exchange Commission that is publicly available contains: |
| |
|
(i) |
a description of the business
and operations of the issuer; |
| |
|
(ii) |
the names of the issuer's
executive officers and the names of the issuer's directors, if any; |
| |
|
(iii) |
an audited balance sheet of
the issuer as of a date within eighteen (18) months before the date of the
transaction or, in the case of a reorganization or merger when the parties
to the reorganization or merger each had an audited balance sheet, a pro
forma balance sheet for the combined organization; and |
| |
|
(iv) |
an audited income statement
for each of the issuer's two (2) immediately previous fiscal years or for
the period of existence of the issuer, whichever is shorter, or, in the
case of a reorganization or merger when each party to the reorganization
or merger had audited income statements, a pro forma income statement; and |
| |
(E) |
any one (1) of the
following requirements is met: |
| |
|
(i) |
The issuer of the security has
a class of equity securities listed on a national securities exchange
registered under Section 6 of the Securities Exchange Act
of 1934 or designated for trading on the National Association of
Securities Dealers Automated Quotation System. |
| |
|
(ii) |
The issuer of the security is
a unit investment trust registered under the Investment Company Act of
1940. |
| |
|
(iii) |
The issuer of the security,
including its predecessors, has been engaged in continuous business for at
least three (3) years. |
| |
|
(iv) |
The issuer of the security has
total assets of at least two million dollars ($2,000,000) based on an
audited balance sheet as of a date within eighteen (18) months before the
date of the transaction or, in the case of a reorganization or merger when
the parties to the reorganization or merger each had such an audited
balance sheet, a pro forma balance sheet for the combined organization. |
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|
23-19-2-2 Section 2(23) Foreign Securities Exemption. A
nonissuer transaction in an outstanding security by or through a
broker-dealer registered or exempt from registration under this article,
if the issuer is a reporting issuer in a foreign jurisdiction designated
by this subdivision or by rule adopted or order issued under this article;
has been subject to continuous reporting requirements in the foreign
jurisdiction for not less than one hundred eighty (180) days before the
transaction; and the security is listed on the foreign jurisdiction's
securities exchange that has been designated by this subdivision or by
rule adopted or order issued under this article, or is a security of the
same issuer that is of senior or substantially equal rank to the listed
security or is a warrant or right to purchase or subscribe to any of the
foregoing. For purposes of this subdivision, Canada, together with its
provinces and territories, is a designated foreign jurisdiction and
The Toronto Stock Exchange, Inc., is a designated securities exchange.
After an
administrative hearing in compliance with this article, the commissioner,
by rule adopted or order issued under this article, may revoke the
designation of a securities exchange under this subdivision, if the
commissioner finds that revocation is necessary or appropriate in the
public interest and for the protection of investors.
As added by P.L.27-2007, SEC.23. |
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Indiana Policy Statement #90-092
In the matter
of: the manual exemption (IC 23-2-1-2(b)(3)(C)(i)).
Pursuant to the power granted in IC 23-2-1-2(b)(3)(C)(i) (the "Manual
Exemption"), and subject to the conditions stated below, the Commissioner
hereby approves all securities manuals published by Moody's, Standard &
Poor's, and Best's Insurance Reports.
Approval of these manuals is made on the condition that the Manual
Exemption will not be available for any security, other than a security
issued by an investment company registered under the Investment Company
Act of 1940, unless at the time of the transaction:
|
| |
1. |
The security is of a class
which has been outstanding in the hands of the public for at least 90
days;
|
| |
2 |
The issuer of the security is
a going concern actually engaged in business and not in the organizational
stage or in bankruptcy or receivership; and
|
| |
3. |
The issuer and any
predecessors have been in continuous operation for at least 5 years. An
issuer or predecessor is in continuous operation only if it has gross
operating revenue in each of the 5 years immediately preceding its claim
of exemption, and has had total gross operating revenue of $2,500,000 for
those 5 years or has had gross operating revenue of at least $500,000 in
not less than 3 of those 5 years. |
Iowa Uniform Securities
Act
| 502-202-2
Nonissuer transactions in specified outstanding securities. A nonissuer
transaction by or through a broker-dealer registered, or exempt from
registration, under this chapter, and a resale transaction by a sponsor of
a unit investment trust registered under the Investment Company Act of
1940, provided that for either transaction, the security is of a class
that has been outstanding in the hands of the public for at least ninety
days, if, at the date of the transaction, all of the following apply: |
| |
(a) |
The issuer of the
security is engaged in business, the issuer is not in the organizational
stage or in bankruptcy or receivership, and the issuer is not a blank
check, blind pool, or shell company that has no specific business plan or
purpose or has indicated that its primary business plan is to engage in a
merger or combination of the business with, or an acquisition of, an
unidentified person. |
| |
(b) |
The security is
sold at a price reasonably related to its current market price. |
| |
(c) |
The security does
not constitute the whole or part of an unsold allotment to, or a
subscription or participation by, the broker-dealer as an underwriter of
the security or a redistribution. |
| |
(d) |
A nationally
recognized securities manual or its electronic equivalent designated by
rule adopted or order issued under this chapter or a record filed with the
securities and exchange
commission that is publicly available contains all of the following: |
| |
|
(1) |
A description of the business
and operations of the issuer. |
| |
|
(2) |
The names of the issuer's
executive officers and the names of the issuer's directors, if any. |
| |
|
(3) |
An audited balance sheet of
the issuer as of a date within eighteen months before the date of the
transaction or, in the case of a reorganization or merger when the parties
to the reorganization or merger each had an audited balance sheet, and a
pro forma balance sheet for the combined organization. |
| |
|
(4) |
An audited income statement
for each of the issuer's two immediately previous fiscal years or for the
period of existence of the issuer, whichever is shorter, or, in the case
of a reorganization or merger when each party to the reorganization or
merger had audited income statements, and a pro forma income statement. |
| |
(e) |
Any one of the
following requirements is met: |
| |
|
(1) |
The issuer of the security has
a class of equity securities listed on a national securities exchange
registered under section 6 of the Securities Exchange Act of 1934 or
designated for trading on the national association of securities dealers
automated quotation system. |
| |
|
(2) |
The issuer of the security is
a unit investment trust registered under the Investment Company Act of
1940. |
| |
|
(3) |
The issuer of the security,
including its predecessors, has been engaged in continuous business for at
least three years. |
| |
|
(4) |
The issuer of the security has
total assets of at least two million dollars based on an audited balance
sheet as of a date within eighteen months before the date of the
transaction or, in the case of a reorganization or merger when the parties
to the reorganization or merger each had such an audited balance sheet,
and a pro forma balance sheet for the combined organization. |
| |
|
|
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502-202-23
Nonissuer transactions involving specified foreign issuer securities
traded on designated security exchanges. A nonissuer transaction in an
outstanding security by or through a broker-dealer
registered or exempt from registration under this chapter, if the issuer
is a reporting issuer in a foreign jurisdiction designated by this
subsection or by rule adopted or order issued under this
chapter; has been subject to continuous reporting requirements in the
foreign jurisdiction for not less than one hundred eighty days before the
transaction; and the security is listed on the foreign jurisdiction's
securities exchange that has been designated by this subsection or by rule
adopted or order issued under this chapter, or is a security of the same
issuer that is of senior or substantially equal rank to the listed
security or is a warrant or right to purchase or subscribe to any of the
foregoing. For purposes of this subsection, Canada, together with its
provinces and territories, is a designated foreign jurisdiction and
the Toronto stock exchange, inc., is a designated securities exchange.
After an administrative hearing in compliance with chapter 17A, the
administrator, by rule adopted or order issued under this chapter, may
revoke the designation of a securities exchange under this subsection, if
the administrator finds that revocation is necessary or appropriate in the
public interest and for the protection of investors.
|
Kansas Securities Act
| 17-12a202(2)
a nonissuer transaction by or through a
broker-dealer registered, or exempt from registration under this act, and
a resale transaction by a sponsor of a unit investment trust registered
under the investment company act of 1940, in a security of a class that
has been outstanding in the hands of the public for at least 90 days, if,
at the date of the transaction: |
| (A)
|
(i)
|
The
issuer of the security is engaged in business, the issuer is not in the
organizational stage or in bankruptcy or receivership, and the issuer is
not a blank check, blind pool, or shell company that has no specific
business plan or purpose or has indicated that its primary business plan
is to engage in a merger or combination of the business with, or an
acquisition of, an unidentified person; |
| |
(ii) |
the
security is sold at a price reasonably related to its current market
price; |
| |
(iii) |
the
security does not constitute the whole or part of an unsold allotment to,
or a subscription or participation by, the broker-dealer as an underwriter
of the security or a redistribution; and |
| |
(iv) |
a
nationally recognized securities manual or its electronic equivalent
designated by rule adopted or order issued under this act or a record
filed with the securities and exchange commission that is publicly
available contains: |
| |
|
(a) |
A
description of the business and operations of the issuer; |
| |
|
(b) |
the names of
the issuer's executive officers and the names of the issuer's directors,
if any; |
| |
|
(c) |
an audited
balance sheet of the issuer as of a date within 18 months before the date
of the transaction or, in the case of a reorganization or merger when the
parties to the reorganization or merger each had an audited balance sheet,
a pro forma balance sheet for the combined organization; and |
| |
|
(d) |
an audited
income statement for each of the issuer's two immediately previous fiscal
years or for the period of existence of the issuer, whichever is shorter,
or, in the case of a reorganization or merger when each party to the
reorganization or merger had audited income statements, a pro forma income
statement; or |
| (B)
|
(i) |
the
issuer of the security has a class of equity securities listed on a
national securities exchange registered under the securities exchange act
of 1934 or designated for trading on the national association of
securities dealers automated quotation system, unless the issuer of the
security is a unit investment trust registered under the investment
company act of 1940; |
| |
(ii) |
the
issuer of the security, including its predecessors, has been engaged in
continuous business for at least three years; and |
| |
(iii) |
the
issuer of the security has total assets of at least $2,000,000 based on an
audited balance sheet as of a date within 18 months before the date of the
transaction or, in the case of a reorganization or merger when the parties
to the reorganization or merger each had the audited balance sheet, a pro
forma balance sheet for the combined organization; |
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17-12a202(23) Foreign
Securities Exemption. a nonissuer transaction in an
outstanding security by or through a broker-dealer registered or exempt
from registration under this act, if the issuer is a reporting issuer in a
foreign jurisdiction designated by this paragraph or by rule adopted or
order issued under this act; has been subject to continuous reporting
requirements in the foreign jurisdiction for not less than 180 days before
the transaction; and the security is listed on the foreign jurisdiction's
securities exchange that has been designated by this paragraph or by rule
adopted or order issued under this act, or is a security of the same
issuer that is of senior or substantially equal rank to the listed
security or is a warrant or right to purchase or subscribe to any of the
foregoing. For purposes of this paragraph, Canada, together with its
provinces and territories,
is a designated foreign jurisdiction and the Toronto stock exchange,
inc., is a designated securities exchange. After an administrative
hearing in compliance with the Kansas administrative procedure act, the
administrator, by rule adopted or order issued under this act, may revoke
the designation of a securities exchange under this paragraph, if the
administrator finds that revocation is necessary or appropriate in the
public interest and for the protection of investors. |
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Kansas Securities Regulations
| 81-5-17.
Standard manuals exemption. The following securities manuals shall be
designated by the administrator for use under K.S.A. 17-12a202(2)(A)(iv)
and amendments thereto: |
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(a) |
“Standard & poor’s manual of
standard corporation descriptions”; and |
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(b) |
“mergent’s manuals,” formerly
known as “moody’s manuals.” |
| (Authorized by
K.S.A. 2005 Supp. 17-12a605(a); implementing K.S.A. 2005 Supp. 17-12a202,
as amended by L. 2006, Ch. 47, § 2(2); effective Jan. 19, 2007.) |
Maine Securities Act
| §16202(2)
Manual Exemption. A nonissuer transaction by or through a
broker-dealer licensed under or exempt from licensing under this chapter
and a resale transaction by a sponsor of a unit investment trust
registered under the federal Investment Company Act of 1940 in a security
of a class that has been outstanding in the hands of the public for at
least 90 days, if, on the date of the transaction: |
| |
A. |
The issuer of the
security is engaged in business, the issuer is not in the organizational
stage or in bankruptcy or receivership and the issuer is not a blank
check, blind pool or shell company that has no specific business plan or
purpose or that has indicated that its primary business plan is to engage
in a merger or combination of the business with, or an acquisition of, an
unidentified person; [2005, c. 65, Pt. A, §2 (NEW).] |
| |
B. |
The security is
sold at a price reasonably related to its current market price; [2005, c.
65, Pt. A, §2 (NEW).] |
| |
C. |
The security does
not constitute the whole or part of an unsold allotment to, or a
subscription or participation by, the broker-dealer as an underwriter of
the security or a redistribution; [2005, c. 65, Pt. A, §2 (NEW).] |
| |
D. |
A nationally
recognized securities manual or its electronic equivalent designated by
routine technical rule as defined in Title 5, chapter 375, subchapter 2-A
adopted under this chapter or order issued under this chapter or a
publicly available record filed with the Securities and Exchange
Commission contains: |
| |
|
(1) |
A description of the
business and operations of the issuer; |
| |
|
(2) |
The names of the issuer's
executive officers and the names of the issuer's directors, if any; |
| |
|
(3) |
An audited balance sheet of
the issuer as of a date within 18 months before the date of the
transaction or, in the case of a reorganization or merger when the parties
to the reorganization or merger each had an audited balance sheet, a pro
forma balance sheet for the combined organization; and |
| |
|
(4) |
An audited income statement
for each of the issuer's 2 immediately previous fiscal years or for the
period of existence of the issuer, whichever is shorter, or, in the case
of a reorganization or merger when each party to the reorganization or
merger had audited income statements, a pro forma income statement; and
[2005, c. 65, Pt. A, §2 (NEW).] |
| |
E. |
Any one of the
following requirements is met: |
| |
|
(1) |
The issuer of the security has
a class of equity securities listed on a national securities exchange
registered under Section 6 of the federal Securities Exchange Act of 1934
or designated for trading on the National Association of Securities
Dealers Automated Quotation System; |
| |
|
(2) |
The issuer of the security is
a unit investment trust registered under the federal Investment Company
Act of 1940; |
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|
(3) |
The issuer of the security,
including its predecessors, has been engaged in continuous business for at
least 3 years; or |
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|
(4) |
The issuer of the security has total assets
of at least $2,000,000 based on an audited balance sheet as of a date
within 18 months before the date of the transaction or, in the case of a
reorganization or merger when the parties to the reorganization or merger
each had such an audited balance sheet, a pro forma balance sheet for the
combined organization; [2005, c. 65, Pt. A, §2 (NEW).]
[ 2005, c. 65, Pt. A, §2 (NEW).] |
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§16202(24). Nonissuer
transactions in specified foreign issuers securities. A nonissuer
transaction in an outstanding security by or through a broker-dealer
licensed under or exempt from licensing under this chapter, if the issuer
is a reporting issuer in a foreign jurisdiction designated by this
paragraph or by rule adopted or order issued under this chapter; the
issuer has been subject to continuous reporting requirements in the
foreign jurisdiction for not less than 180 days before the transaction;
and the security is listed on the foreign jurisdiction's securities
exchange that has been designated by this paragraph or by routine
technical rule, as defined in Title 5, chapter 375, subchapter 2-A,
adopted or order issued under this chapter, or is a security of the same
issuer that is of senior or substantially equal rank to the listed
security or is a warrant or right to purchase or subscribe to any of the
foregoing. For purposes of this paragraph, Canada, together with its
provinces and territories, is a designated foreign jurisdiction and the
Toronto Stock Exchange, Inc. is a designated securities exchange.
After an administrative hearing in compliance with the Maine
Administrative Procedure Act, the administrator, by order issued under
this chapter, may revoke the designation of a securities exchange under
this paragraph if the administrator finds that revocation is necessary or
appropriate in the public interest and for the protection of investors;
[ 2005, c. 65, Pt. A, §2 (NEW).]
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Maine Securities Chapter 536 Securities Manuals
Recognized Securities Manuals for Purposes of the Manual Exemption
|
Chapter 536: SECURITIES MANUALS
Summary: This chapter designates certain manuals as “nationally recognized
securities manuals” for purposes of issuers seeking an exemption from the
securities registration requirements pursuant to 32 M.R.S.A. §16202(2).
Section 1. Designation.
The Securities Administrator designates as “nationally recognized
securities manuals” any Mergent, Standard & Poor’s, and Fitch securities
manuals that contain, in whatever format, the information specified in 32
M.R.S.A. §16202(2)(D)(1) - (4).
STATUTORY AUTHORITY: 32 M.R.S.A. §§ 16202(2)(D) and 16605
EFFECTIVE DATE:
December 31, 2005 – filing 2005-510 |
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Maryland Securities
Act
|
11-602(2) Any nonissuer
distribution of an outstanding security if: |
| |
(i) |
A
recognized securities manual contains the names of the officers and
directors of the issuer, a balance sheet of the issuer as of a date within
18 months, and a profit and loss statement for either the fiscal year
preceding that date or the most recent year of operations; or
|
| |
(ii)
|
The
security has a fixed maturity or a fixed interest or dividend provision
and there has been no default during the current fiscal year or within the
three preceding fiscal years, or during the existence of the issuer and
any predecessor if less than three years, in the payment of principal,
interest, or dividends on the security; |
Maryland Subtitle
02 Division of Securities Regulations
| 02.02.04.05.Recognized
Securities Manuals |
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|
|
|
| A. |
The following
publications are designated recognized securities manuals for purposes of
the Maryland Securities Act, Corporations and Associations Article,
§11-602(2), Annotated Code of Maryland: |
| |
|
(a) |
Mergent’s Industrial Manual. |
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|
(b) |
Mergent’s Transportation Manual. |
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|
(c) |
Mergent’s Public Utility Manual. |
| |
|
(d) |
Mergent’s Bank and Finance
Manual Manual; and |
| |
|
(e) |
Standard and Poor's Standard
Corporation Descriptions. |
| B. |
This designation
may be revoked if the Commissioner finds that the information provided in
the manual has been so changed or insufficiently applied that the
protection of investors contemplated by the exemption is no longer
afforded. |
Massachusetts Uniform Securities Act
| §110-402A(b)(2)
any non-issuer transaction; |
| (A) |
by a registered
agent of a registered broker-dealer, and any resale transaction by a
sponsor of a unit investment trust registered under the Investment Company
Act of 1940, in a security of a class that has been outstanding in the
hands of the public for at least 90 days provided, at the time of the
transaction: |
| |
(i) |
the issuer of the
security is actually engaged in business and not in the organizational
stage or in bankruptcy or receivership and is not a blank check, blind
pool or shell company whose primary plan of business is to engage in a
merger or combination of the business with, or an acquisition of, an
unidentified person or persons; |
| |
(ii) |
the security is
sold at a price reasonably related to the current market price of the
security; |
| |
(iii) |
the security does
not constitute the whole or part of an unsold allotment to, or a
subscription or participation by, the broker-dealer as an underwriter of
the security; |
| |
(iv) |
a nationally
recognized securities manual designated by rule or order of the secretary
or a document filed with the U.S. Securities & Exchange Commission
hereinafter referred to as SEC which is publicly available through the
SEC’s Electronic Data Gathering and Retrieval System and contains: |
| |
|
(1) |
a description of the business
and operations of the issuer; |
| |
|
(2) |
the names of the issuer’s
officers and the names of the issuer’s directors, if any, or, in the case
of a non-U.S. issuer, the corporate equivalents of such persons in the
issuer’s country of domicile; |
| |
|
(3) |
an audited balance sheet of
the issuer as of a date within 18 months, or in the case of a
reorganization or merger where parties to the reorganization or merger had
such audited balance sheets, a pro forma balance sheet; and |
| |
|
(4) |
an audited income statement
for each of the issuer’s immediately preceding 2 fiscal years, or for the
period of existence of the issuer, if in existence for less than 2 years
or, in the case of a reorganization or merger where the parties to the
reorganization or merger had such audited income statements, a pro forma
income statement; and |
| |
(v) |
the issuer of the
security has a class of equity securities listed on a national securities
exchange registered under the Securities Exchange Act of 1934, or
designated for trading on the National Association of Securities Dealers
Automated Quotation System, unless: |
| |
|
(a) |
the issuer of the security is
a unit investment trust registered under the Investment Company Act of
1940; or |
| |
|
(b) |
the issuer of the security has
been engaged in continuous business, including predecessors, for at least
3 years; or |
| |
|
(c) |
the issuer of the security has total assets
of at least $2,000,000 based on an audited balance sheet as of a date
within 18 months or, in the case of a reorganization or merger where
parties to the reorganization or merger had such audited balance sheets, a
pro forma balance sheet; |
|
110-402(b)(2)
any non-issuer distribution of an outstanding security if (A) a recognized
securities manual contains the names of the issuer's officers and
directors, a balance sheet of the issuer as of a date within eighteen
months, and a profit and loss statement for either the fiscal year
preceding that date or the most recent year of operations, or (B) the
security has a fixed maturity or a fixed interest or dividend provision
and there has been no default during the current fiscal year or within the
three preceding fiscal years, or during the existence of the issuer and
any predecessors if less than three years, in the payment of principal,
interest, or dividends on the security, or (C) the security is registered
under the Securities Exchange Act of 1934; |
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Massachusetts Policy Statement 7/19/2004
Approving Recognized Securities Manuals for
Purposes of the Manual Exemption
|
(Relevant portions only)
For the purposes of the exemption provided
under M.G.L. c.110A, §402(b)(2)(A), “recognized securities manual”
includes all manuals published by Standard & Poors and Mergent, Inc.
(formally known as the Moody’s® Manuals), exclusively. In addition, the
term “manual” shall include all commonly recognized electronic formats of
such manuals, including CD-ROM and dissemination over the Internet.
An issuer listed in a recognized securities manual must have, at a
minimum, a profit and loss statement covering a full year of operations,
thus excluding start-up companies with less than 12 months of operations.
Anyone claiming an exemption under 950 CMR 14.402(B)(2)(a) shall bear the
burden of showing that the financial statements meet the requirements of
950 CMR 14.402(B)(2)(a) and M.G.L. c.110A. |
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Michigan
Uniform Securities Act
|
451.802-402(b)(2)
A nonissuer distribution of an outstanding security whose issuer and any
predecessors have been in continuous operation for at least 5 years if a
recognized securities manual contains the names of the issuer's officers
and directors, a balance sheet of the issuer as of a date within 18
months, and a profit and loss statement for either the fiscal year
preceding that date or the most recent year of operations, or the security
has a fixed maturity or a fixed interest or dividend provision and there
has been no default during the current fiscal year or within the 3
preceding fiscal years in the payment of principal, interest, or dividends
on the security. For purposes of this subdivision, an issuer or
predecessor is in continuous operation only if it has gross operating
revenue in each of the 5 years immediately preceding its claim of
exemption and has had gross operating revenue of at least $500,000.00 in
not less than 3 of those 5 years. |
|
Note: Michighan is adopting a new securities act effective October
1, 2009. This manual exemption will be replaced with the Uniform
Securities Act (2002) version of this provision. At that time Michigan
will provide TSX issuers with a secondary trading exemption.
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Michigan Securities Rules
| Rule
451.808.2 Recognized securities manuals. |
| Rule 802
The administrator recognizes the following
securities manuals under section 402(b)(2)(A) of the act: |
| |
|
Moody's industrial manual;
Moody's transportation manual;
Moody's public utility manual;
Moody's bank and finance manual;
Moody's municipal and government manual;
Moody's OTC industrial manual;
Standard and Poor's corporation records;
Best's life insurance reports;
Best's insurance reports (fire and casualty). |
Michigan Adopts International Manual Exemption Release No. 92-1-S
Minnesota Statutes 2008
|
80A.46
Section 202(2) Recognized securities manuals. |
| (2) a nonissuer
transaction by or through a broker-dealer registered, or exempt from
registration under this chapter, and a resale transaction by a sponsor of
a unit investment trust registered under the Investment Company Act of
1940, in a security of a class that has been outstanding in the hands of
the public for at least 90 days, if, at the date of the transaction:
|
| |
(A) |
the issuer of the
security is engaged in business, the issuer is not in the organizational
stage or in bankruptcy or receivership, and the issuer is not a blank
check, blind pool, or shell company that has no specific business plan or
purpose or has indicated that its primary business plan is to engage in a
merger or combination of the business with, or an acquisition of, an
unidentified person; |
| |
(B) |
the security is
sold at a price reasonably related to its current market price; |
| |
(C) |
the security does
not constitute the whole or part of an unsold allotment to, or a
subscription or participation by, the broker-dealer as an underwriter of
the security or a redistribution; |
| |
(D) |
a nationally
recognized securities manual or its electronic equivalent designated by
rule adopted or order issued under this chapter or a record filed with the
Securities and Exchange Commission that is publicly available contains: |
| |
|
(i) |
a description of the business
and operations of the issuer; |
| |
|
(ii) |
the names of the issuer's
executive officers and the names of the issuer's directors, if any; |
| |
|
(iii) |
an audited balance sheet of
the issuer as of a date within 18 months before the date of the
transaction or, in the case of a reorganization or merger when the parties
to the reorganization or merger each had an audited balance sheet, a pro
forma balance sheet for the combined
organization; and |
| |
|
(iv) |
an audited income statement
for each of the issuer's two immediately previous fiscal years or for the
period of existence of the issuer, whichever is shorter, or, in the case
of a reorganization or merger when each party to the reorganization or
merger had audited income statements, a pro forma income statement; and
|
| |
|
(E) any one of the
following requirements is met: |
| |
|
(i) |
the issuer of the
security has a class of equity securities listed on a national securities
exchange registered under Section 6 of the Securities Exchange Act of 1934
or designated for trading on the National Association of Securities
Dealers Automated Quotation System; |
| |
|
(ii) |
the issuer of the
security is a unit investment trust registered under the Investment
Company Act of 1940; |
| |
|
(iii) |
the issuer of the
security, including its predecessors, has been engaged in continuous
business for at least three years; or |
| |
|
(iv) |
the issuer of the security has
total assets of at least $2,000,000 based on an audited balance sheet as
of a date within 18 months before the date of the transaction or, in the
case of a reorganization or merger when the parties to the reorganization
or merger each had such an audited balance sheet, a pro forma balance
sheet for the combined organization; |
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Page |
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| 80A.46 Section
202(23) Foreign Securities Exemption. a nonissuer
transaction in an outstanding security by or through a broker-dealer
registered or exempt from registration under this chapter, if the issuer
is a reporting issuer in a foreign jurisdiction designated by this
paragraph or by rule adopted or order issued under this chapter; has been
subject to continuous reporting requirements in the foreign jurisdiction
for not less than 180 days before the transaction; and the security is
listed on the foreign jurisdiction's securities exchange that has been
designated by this paragraph or by rule adopted or order issued
under this chapter, or is a security of the same issuer that is of senior
or substantially equal rank to the listed security or is a warrant or
right to purchase or subscribe to any of the foregoing. For purposes of
this paragraph, Canada, together with its provinces and territories, is a
designated foreign jurisdiction and The Toronto Stock Exchange,
Inc., is a designated securities exchange. After an administrative
hearing in compliance with chapter 14, the administrator, by rule adopted
or order issued under this chapter, may revoke the designation of a
securities exchange under this paragraph, if the administrator finds that
revocation is necessary or appropriate in the public interest and for the
protection of investors; |
|
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Page |
Minnesota Securities Rules
| 2876.2020
RECOGNIZED MANUALS APPROVED BY COMMISSIONER. |
| "Nationally
recognized securities manuals," as that term is used in Minnesota
Statutes, section 80A.46(2)(D), are limited to the following: |
| |
|
A. Standard & Poor's
Corporation Records;
B. Mergent Industrial Manual and News Reports;
C. Mergent Bank and Finance Manual and News Reports;
D. Mergent Transportation Manual and News Reports;
E. Mergent Public Utility Manual and News Reports;
F. Mergent OTC Industrial Manual 2.1 and News Reports; and
G. Mergent International Manual and News Reports. |
Mississippi
Securities Act
|
75-71-203(2)
Any nonissuer distribution of an outstanding security if (A) a recognized
securities manual contains the names of the issuer's officers and
directors, a balance sheet of the issuer as of a date within eighteen (18)
months, and a profit and loss statement for either the fiscal year
preceding that date or the most recent year of operations, or (B) the
security has a fixed maturity or a fixed interest or dividend provision
and there has been no default during the current fiscal year or within the
three (3) preceding fiscal years, or during the existence of the issuer
and any predecessors if less than three (3) years, in the payment of
principal, interest or dividends on the security. |
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Mississippi Securities Act Rules
| 709.
Recognized Securities Manuals: A recognized securities manual shall be
deemed to include the following: |
| |
A. |
Mergent’s Industrial Manual; |
| |
B. |
Mergent’s Municipal and
Government Manual; |
| |
C. |
Mergent's Transportation
Manual; |
| |
D. |
Mergent's Public Utility
Manual; |
| |
E. |
Mergent's Bank and Finance
Manual; |
| |
F. |
Mergent's OTC Industrial
Manual; |
| |
G. |
Mergent's International
Manual; |
| |
H. |
Standard & Poor's Standard
Corporate Descriptions or Records; and |
| |
I. |
Periodic supplements to each
recognized securities manual. |
Missouri Securities
Act
| 409.2-202(2)
A nonissuer transaction by or through a broker-dealer registered, or
exempt from registration under this act, and a resale transaction by a
sponsor of a unit investment trust registered under the Investment Company
Act of 1940, in a security of a class that has been outstanding in the
hands of the public for at least ninety days, if, at the date of the
transaction: |
| |
(A) |
The issuer of the
security is engaged in business, the issuer is not in the organizational
stage or in bankruptcy or receivership, and the issuer is not a blank
check, blind pool, or shell company that has no specific business plan or
purpose or has indicated that its primary business plan is to engage in a
merger or combination of the business with, or an acquisition of, an
unidentified person; |
| |
(B) |
The security is
sold at a price reasonably related to its current market price;
|
| |
(C) |
The security does
not constitute the whole or part of an unsold allotment to, or a
subscription or participation by, the broker-dealer as an underwriter of
the security or a redistribution; and |
| |
(D) |
A nationally
recognized securities manual or its electronic equivalent designated by
rule adopted or order issued under this act or a record filed with the
Securities and Exchange Commission that is publicly available contains:
|
| |
|
(i) |
A description of the business
and operations of the issuer; |
| |
|
(ii) |
The names of the issuer's
executive officers and the names of the issuer's directors, if any;
|
| |
|
(iii) |
An audited balance sheet of
the issuer as of a date within eighteen months before the date of the
transaction or, in the case of a reorganization or merger when the parties
to the reorganization or merger each had an audited balance sheet, a pro
forma balance sheet for the combined organization; and |
| |
|
(iv) |
An audited income statement
for each of the issuer's two immediately previous fiscal years or for the
period of existence of the issuer, whichever is shorter, or, in the case
of a reorganization or merger when each party to the reorganization or
merger had audited income statements, a pro forma income statement; or
|
| |
(E) |
The issuer of the
security has a class of equity securities listed on a national securities
exchange registered under the Securities Exchange Act of 1934 or
designated for trading on the National Association of Securities Dealers
Automated Quotation System, unless the issuer of the security is a unit
investment trust registered under the Investment Company Act of 1940; or
the issuer of the security, including its predecessors, has been engaged
in continuous business for at least three years; or the issuer of the
security has total assets of at least two million dollars based on an
audited balance sheet as of a date within eighteen months before the date
of the transaction or, in the case of a reorganization or merger when the
parties to the reorganization or merger each had the audited balance
sheet, a pro forma balance sheet for the combined organization;
|
| Back
to Top of Page |
| |
|
409.2-202(23) Foreign Securities
Exemption. A nonissuer transaction in an outstanding
security by or through a broker-dealer registered or exempt from
registration under this act, if the issuer is a reporting issuer in a
foreign jurisdiction designated by this paragraph or by rule adopted or
order issued under this act; has been subject to continuous reporting
requirements in the foreign jurisdiction for not less than one hundred
eighty days before the transaction; and the security is listed on the
foreign jurisdiction's securities exchange that has been designated by
this paragraph or by rule adopted or order issued under this act, or is a
security of the same issuer that is of senior or substantially equal rank
to the listed security or is a warrant or right to purchase or subscribe
to any of the foregoing. For purposes of this paragraph, Canada, together
with its provinces and territories, is a designated foreign jurisdiction
and The Toronto Stock Exchange, Inc., is a designated securities
exchange. After an administrative hearing in compliance with
chapter 536, RSMo, the commissioner, by rule adopted or order issued under
this act, may revoke the designation of a securities exchange under this
paragraph, if the commissioner finds that revocation is necessary or
appropriate in the public interest and for the protection of investors.
(L. 2003 H.B. 380, A.L. 2005 H.B. 678) |
Missouri Securities Regulations
| 15 CSR
30-54.100 Manual Exemption |
| |
(1) |
For the purpose of the manual
exemption (section 409.2-202(2)(D) of the Missouri Securities Act of 2003
(the Act)), the following securities manual(s) or portions of the
manual(s) is recognized: Fitch Rating Register. |
| |
(2) |
The exemption specified in
section 409.2-202(2)(D) of the Act shall be available only when a
recognized manual has contained the required information for a period of
not less than ninety (90) days prior to the transaction. |
Nebraska Uniform
Securities Act
| 8-1111(2) |
| |
a. |
Any nonissuer
transaction by a registered agent of a registered broker-dealer, and any
resale transaction by a sponsor of a unit investment trust registered
under the Investment Company Act of 1940, in a security of a class that
has been outstanding in the hands of the public for at least ninety days
if, at the time of the transaction: |
| |
|
i. |
The issuer of the
security is actually engaged in business and not in the organization stage
or in bankruptcy or receivership and is not a blank check, blind pool, or
shell company whose primary plan of business is to engage in a merger or
combination of the business with, or an acquisition of, an unidentified
person or persons; |
| |
|
ii. |
The security is
sold at a price reasonably related to the current market price of the
security; |
| |
|
iii. |
The security does
not constitute the whole or part of an unsold allotment to, or a
subscription or by, the broker-dealer as an underwriter of the security;
|
| |
|
iv. |
A nationally
recognized securities manual designated by rule and regulation or order of
the director or a document filed with the Securities and Exchange
Commission which is publicly available through the Electronic Data
Gathering and Retrieval System (EDGAR) contains: |
| |
|
|
A.. |
A description of the business
and operations of the issuer; |
| |
|
|
B. |
The names of the issuer's
officers and the names of the issuer's directors, if any, or, in the case
of a non-United-States issuer, the corporate equivalents of such persons
in the issuer's country of domicile; |
| |
|
|
C. |
An audited balance sheet of
the issuer as of a date within eighteen months or, in the case of a
reorganization or merger when parties to the reorganization or merger had
such audited balance sheet, a pro forma balance sheet; and |
| |
|
|
D. |
An audited income statement
for each of the issuer's immediately preceding two fiscal years, or for
the period of existence of the issuer if in existence for less than two
years, or, in the case of a reorganization or merger when the parties to
the reorganization or merger had such audited income statement, a pro
forma income statement; and |
| |
|
v. |
The issuer of the
security has a class of equity securities listed on a national securities
exchange registered under the Securities Exchange Act of 1934 or
designated for trading on the National Association of Securities Dealers
Automated Quotation System (NASDAQ), unless: |
| |
|
|
A.. |
The issuer of the security is
a unit investment trust registered under the Investment Company Act of
1940; |
| |
|
|
B. |
The issuer of the security has
been engaged in continuous business, including predecessors, for at least
three years; or |
| |
|
|
C. |
The issuer of the security has
total assets of at least two million dollars based on an audited balance
sheet as of a date within eighteen months or, in the case of a
reorganization or merger when parties to the reorganization or merger had
such audited balance sheet, a pro forma balance sheet; or
|
| |
b. |
Any nonissuer
transaction in a security by a registered agent of a registered
broker-dealer if: |
| |
|
i. |
The issuer of the
security is actually engaged in business and not in the organization stage
or in bankruptcy or receivership and is not a blank check, blind pool, or
shell company whose primary plan of business is to engage in a merger or
combination of the business with, or an acquisition of, an unidentified
person or persons; and |
| |
|
ii. |
The security is
senior in rank to the common stock of the issuer both as to payment of
dividends or interest and upon dissolution or liquidation of the issuer
and such security has been outstanding at least three years and the issuer
or any predecessor has not defaulted within the current fiscal year or the
three immediately preceding fiscal years in the payment of any dividend,
interest, principal, or sinking fund installment on the security when due
and payable; |
Nebraska Interpretive Opinion 728
Nevada Uniform
Securities Act
| .90.530.3
A nonissuer transaction by a sales representative licensed in this
state, in an outstanding security if: |
| |
(a) |
The
security is sold at a price reasonably related to the current market price
of the security at the time of the transaction; |
| |
(b) |
The
security does not constitute all or part of an unsold allotment to, or
subscription or participation by, a broker-dealer as an underwriter of the
security; |
| |
(c) |
At the
time of the transaction, a recognized securities manual designated by the
Administrator by regulation or order contains the names of the issuer’s
officers and directors, a statement of the financial condition of the
issuer as of a date within the preceding 18 months, and a statement of
income or operations for each of the last 2 years next preceding the date
of the statement of financial condition, or for the period as of the date
of the statement of financial condition if the period of existence is less
than 2 years; |
| |
(d) |
The
issuer of the security has not undergone a major reorganization, merger or
acquisition within the preceding 30 days which is not reflected in the
information contained in the manual; and |
| |
(e) |
At the
time of the transaction, the issuer of the security has a class of equity
security listed on the New York Stock Exchange, American Stock Exchange or
other exchange designated by the Administrator, or on the National Market
System of the National Association of Securities Dealers Automated
Quotation System. The requirements of this paragraph do not apply if: |
| |
|
(1) |
The security has
been outstanding for at least 180 days; |
| |
|
(2) |
The issuer of the
security is actually engaged in business and is not developing his
business, in bankruptcy or in receivership; and |
| |
|
(3) |
The issuer of the
security has been in continuous operation for at least 5 years. |
Nevada Administrative Code Securities
| NAC 90.510
Statutory exemption for nonissuer transaction by sales representative
licensed in State: Inclusion of information on issuer in designated
securities manual. (NRS 90.530, 90.750) For purposes of the exemption from
registration provided by subsection 3 of NRS 90.530, a transaction is
exempt from registration if the information required by that subsection is
contained in: |
| |
1. |
Mergent’s Industrial Manual; |
| |
2. |
Mergent’s Municipal and
Government Manual; |
| |
3. |
Mergent Public Utility Manual; |
| |
4. |
Mergent Transportation Manual; |
| |
5. |
Mergent's Bank and Finance
Manual; |
| |
6. |
Mergent's International
Manual; and |
| |
7. |
Standard & Poor's Standard
Corporate Descriptions or Records. |
New Hampshire
Securities Act
|
421-B:17(II)(b) Any non-issuer distribution of
an outstanding security, other than common stock, rated in the top 3
categories of Moody's, Fitch's, or Standard & Poor's Securities Manuals
if: |
| |
(1) |
Either Moody's, Fitch's, or
Standard & Poor's Securities Manuals, or other recognized manuals approved
by the secretary of state, contains the names of the issuer's officers and
directors, a balance sheet of the issuer as of a date not more than 18
months prior to the date of such sale, and a profit and loss statement for
the fiscal year preceding the date of such balance sheet, and |
| |
(2) |
The issuer or its predecessor
has been in active, continuous business operation for the 5-year period
next preceding the date of sale, and |
| |
(3) |
If the security has a fixed
maturity or fixed interest or dividend provision, the issuer has not,
within the 3 preceding fiscal years, defaulted in payment of principal,
interest, or dividends on any such securities. |
New Jersey
Securities Act
|
49:3-50(b)(2) |
| |
(i) |
Any
nonissuer transaction by a broker-dealer registered under this act of a
security, which has been outstanding in the hands of the public for at
least 90 days prior to the transaction and which is sold at a price
reasonably related to the current market price of such securities,
provided: |
| |
|
(A) |
the securities are
of an issuer for which all reports required to be filed by section 13 or
15(d) of the "Securities Exchange Act of 1934," 15 U.S.C. s.78m or
s.78o(d) have been filed; or |
| |
|
(b) |
the following
information is published in a recognized securities manual: the names of
the issuer's officers and directors; a balance sheet of the issuer as of a
date not more than 18 months prior to the date of the sale; and profit and
loss statements for a period of not less than two years next prior to the
date of the balance sheet or for the period of the issuer's existence as
of the date of the balance sheet if the period of existence is less than
two years; |
| |
(ii) |
The
exemption provided in this paragraph (2) does not apply if the sale
constitutes a distribution and is made for the direct or indirect benefit
of an issuer or controlling persons of that issuer or if those securities
constitute the whole or part of an unsold allotment to, or subscription
by, a broker-dealer as an underwriter of those securities. This exemption
shall not be available for any securities which have been subject to a
bureau stop order pursuant to section 17 of P.L.1967, c.93 (C.49:3-64), or
a bureau order of denial of secondary trading pursuant to subsection (c)
of this section; |
| |
(iii) |
Notwithstanding the foregoing, resale transactions by a sponsor of a unit
investment trust registered pursuant to section 8 of the "Investment
Company Act of 1940," 15 U.S.C.80a-8, shall be exempt from registration in
this State. |
New Jersey
Rules
13:47A-12.4 Manual exemptions
The manuals issued by Mergent's and by Standard and Poor's are recognized for
the "manual" exemption under N.J.S.A. 49:3-50(b)(2)(i)(B). This exemption
encompasses both the printed manuals and the electronic data services of
Mergent's and Standard and Poor's. |
|
Back
to Top of Page |
New Mexico
Securities Act
58-13B-27(C)(1)
a non-issuer transaction in a security:
of a class outstanding in the hands of the public for not less than one
hundred eighty days before the transaction if a nationally recognized
securities manual designated by the director by rule or order contains the
names of the issuer's officers and directors, a statement of financial
condition of the issuer as of a date within the last eighteen months and a
statement of income or operations for either the last fiscal year before
the date or the most recent year of operation; |
New Mexico Securities Rules
|
12.11.12.10 MANUAL OR ELECTRONICALLY AVAILABLE
INFORMATION EXEMPTION |
| |
A. |
In
order to qualify for the exemption provided in Section 58-13B-27C, the
Director finds that it is necessary for the protection of investors that
the conditions set forth in this section 12.11.12.10 NMAC be met in
addition to those set forth in Section 58-13B-27C. |
| |
B |
For
purposes of Section 58-13B-27C(1) an approved “nationally recognized
securities manual” is limited to the following: |
| |
|
(1) |
Standard & Poor
Corporation Records |
| |
|
(2) |
Mergent’s Bank &
Finance Manual |
| |
|
(3) |
Mergent’s
Industrial Manual |
| |
|
(4) |
Mergent’s Public
Utility Manual |
| |
|
(5) |
Mergent’s
Transportation Manual |
| |
|
(6) |
Mergent’s
Municipal and Government Manual |
| |
|
(7) |
Mergent’s
International Manual and |
|
|
(8) |
Mergent’s OTC
Industrial Manual |
| |
|
References to the manuals set forth in paragraphs (1) through (8) shall
include all commonly recognized formats of such manuals, including but not
limited to, CD-ROM and electronic dissemination over the Internet,
provided that such formats meet the substantive requirements set forth in
this section 12.11.12.10 NMAC. |
| |
C. |
All
information provided pursuant to Section 58-13B-27C(1) must be current.
The time for determining whether the entries are current is at the date of
the particular sale, not the date the manual listings are published. If a
manual listing is not continually updated, the exemption would not be
available once the published balance sheet becomes more than 18 months old
or the list of officers and directors is not reasonably current. |
| |
D. |
Also
included in the exemption pursuant to Section 58-13B-27C are non-issuer
transactions in a security if a document filed with the U.S. Securities
and Exchange Commission is publicly available through the SEC’s Electronic
Data Gathering and Retrieval System (EDGAR) and that contains: |
| |
|
(1) |
A description of
the business and operations of the issuer; |
| |
|
(2) |
The names of the
issuer’s officers and the names of the issuer’s directors, if any, or, in
the case of a non-U.S. issuer, the corporate equivalents of such persons
in the issuer’s country of domicile; |
| |
|
(3) |
An audited balance
sheet of the issuer as of a date within 18 months or, in the case of a
reorganization or merger where parties to the reorganization or merger had
such audited balance sheet, a pro forma balance sheet; and, |
| |
|
(4) |
An audited income
statement for each of the issuer’s immediately preceding two fiscal years
or, if in existence for less than two years, for the period of existence
of the issuer or, in the case of a reorganization or merger where the
parties to the reorganization or merger had such audited income statement,
a pro forma income statement. |
| |
E. |
|
The statement of
financial condition required in Section 58-13B-27 C(1) must reflect a full
twelve (12) months of operations. The manual or electronically available
information exemption is not available to the securities of a start-up
company with less than twelve (12) months of operation. |
| |
F. |
In
addition, any offer or sale of any securities made pursuant to the
exemption provided in Section 58-13B-27C must be made by a licensed
broker-dealer, either as principal or agent, and the securities must be
offered or sold at a price reasonably related to the current market price
of such securities, provided also that: |
| |
|
(1) |
The securities are
issued and outstanding; |
| |
|
(2) |
The issuer has
filed reports pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 during the 90-day period immediately preceding the
date of the offer or sale, or is an issuer of a security covered by
Section 12(g)(2)(B) or (G) of the Securities Exchange Act of 1934; |
| |
|
(3) |
The dealer has a
reasonable basis for believing that the issuer is current in filing the
reports required to be filed at regular intervals pursuant to the
provisions of Section 13 or Section 15(d), as the case may be, of the
Securities Exchange Act of 1934 or, in the case of insurance companies
exempted from Section 12(g) of the Securities Exchange Act of 1934 by
Subparagraph 12(g)(2)(G) thereof, the annual statement referred to in
Section 12(g)(2)(G)(i) of the Securities Exchange Act of 1934; and |
| |
|
(4) |
The dealer has in
its records, and makes reasonably available upon request to any person
expressing an interest in a proposed transaction in the securities, the
issuer’s most recent annual report filed pursuant to Section 13 or 15(d),
as the case may be, of the Securities Exchange Act of 1934 or the annual
statement in the case of an insurance company exempted from Section 12(g)
of the Securities Exchange Act of 1934 by subparagraph 12(g)(2)(G),
thereof, together with any other reports required to be filed at regular
intervals under the Securities Exchange Act of 1934 by the issuer after
such annual report or annual statement; provided that the making available
of such reports pursuant to this paragraph, unless otherwise represented,
shall not constitute a representation by the dealer that the information
is true and correct, but shall constitute a representation by the dealer
that the information is reasonably current. |
North Carolina
Securities Act
|
78A-17(2) Any nonissuer distribution other than
by a controlling person of an outstanding security if |
| |
a. |
A recognized
securities manual contains the names of the issuer's officers and
directors, a balance sheet of the issuer as of a date within 18 months,
and a profit and loss statement for either the fiscal year preceding that
date or the most recent year of operations, or |
| |
b. |
A registered
dealer files with the Administrator such information relating to the
issuer as the Administrator may by rule or order require, or |
| |
c. |
The security has a
fixed maturity or a fixed interest or dividend provision and there has
been no default during the current fiscal year or within the three
preceding fiscal years, or during the existence of the issuer and any
predecessors if less than three years, in the payment of principal,
interest, or dividends
on the security; |
North Carolina Administrative Code
| 18 NCAC
06A.1202 RECOGNIZED SECURITIES MANUALS |
| |
(a) |
The publications
recognized by the administrator as securities manuals for the purposes set
forth in G.S. 78A 17(2)a. shall be: |
| |
|
(1) |
Standard and
Poor's Corporation Records, |
| |
|
(2) |
Mergent's
Industrial Manual, |
| |
|
(3) |
Mergent's Over the
Counter Industrial Manual, |
| |
|
(4) |
Mergent's
International Manual, and |
| |
|
(5) |
Periodic
supplements to each recognized securities manual. |
| |
|
Other publications
may be recognized by the administrator, on a case by case basis, upon a
showing that the information required by G.S. 78A 17(2)a. is actually
contained in the publication. |
| |
(b) |
None of the
publications in Paragraph (a) shall be recognized as relating to the
securities of a particular issuer unless all of the information required
by G.S. 78A 17(2)a. is contained in the publication, and: |
| |
|
(1) |
such information
has been continuously published in that securities manual for at least
fifteen months preceding the commencement of a distribution in reliance on
G.S. 78A 17(2)a.; or |
| |
|
(2) |
during the twelve
months preceding the commencement of a distribution in reliance on G.S.
78A 17(2)a., the issuer's common stock or equivalent security has traded
at the price of five dollars ($5.00) or more per share for a period of at
least thirty consecutive days as quoted in the Wall Street Journal or
similar national publication; or |
| |
|
(3) |
as of the end of
its most recent fiscal year, the issuer had: |
| |
|
|
(A) |
a tangible net worth (i.e.,
net worth computed by excluding intangible assets) of at least one million
dollars ($1,000,000), and |
| |
|
|
(B) |
net income, after taxes, or at
least one hundred fifty thousand dollars ($150,000); or |
| |
|
(4) |
during the twelve
months preceding a distribution in reliance on G.S. 78A 17(2)a., the
issuer completed a public offering of securities which raised at least
five million dollars ($5,000,000). |
North Dakota
Securities Act
| 10-04-06(8). |
| A nonissuer
transaction by or through a broker-dealer and agent, both of which are
registered or exempt from registration under this chapter, or a resale
transaction by a sponsor of a unit investment trust registered under the
Investment Company Act of 1940, in a security of a class that has been
outstanding in the hands of the public for at least ninety days, if, at
the date of the transaction: |
| |
a. |
The issuer of the
security is engaged in business, the issuer is not in the organizational
stage or in bankruptcy or receivership, and the issuer is not a blank
check, blind pool, or shell company that has no specific business plan or
purpose or has indicated that its primary business plan is to engage in a
merger or combination of the business with, or an acquisition of, an
unidentified person; |
| |
b. |
Such securities
are sold at prices reasonably related to the current market price; |
| |
c. |
Such
securities do not constitute the whole or part of an unsold allotment to,
or subscription or participation by, the broker-dealer as an underwriter
of the security or a redistribution; |
| |
d. |
Such securities
are listed in Standard and Poor's, Mergent's Industrial Manual, Mergent's
Bank and Finance Manual, Mergent's Transportation Manual, Mergent's Public
Utility Manual, or Fitch investor service, incorporated, or are filed
under section 13 or 15(d) of the Securities Exchange Act of 1934 [ch. 404,
title I, sec. 1; 48 Stat. 881; 15 U.S.C. 78 et seq.]; |
| |
e. |
Such securities
are limited to issuers organized under the laws of any state, territory,
or insular possession of the United States; and |
| |
f. |
Any one of the
following requirements is met: |
| |
|
(1). |
The issuer of the security has
a class of equity securities listed on a national securities exchange
registered under section 6 of the Securities Exchange Act of 1934 or
designated for trading on the national association of securities dealers
automated quotation system; |
| |
|
(2) |
The issuer of the security is
a unit investment trust registered under the Investment Company Act of
1940; |
| |
|
(3) |
The issuer of the security,
including its predecessors, has been engaged in continuous business for at
least three years; or |
| |
|
(4) |
The issuer of the security has
total assets of at least two million dollars based on an audited balance
sheet as of a date within eighteen months before the date of the
transaction or, in the case of a reorganization or merger when the parties
to the reorganization or merger each had the audited balance sheet, a pro
forma balance sheet for the combined organization. |
North Dakota Securities Regulations
|
73-02-03-04.
List of approved nationally recognized securities manuals.
Repealed effective October 20, 2004. |
| Back
to Top of Page |
Ohio Securities Act
| 1707.03(M)(3)
Securities that within one year were purchased outside this state or
within one year were transported into this state, if the dealer has
knowledge or reasonable cause to believe, before the sale of those
securities, that within one year they were purchased outside this state or
within one year were transported into this state; but such a sale of those
securities is exempt if any of the following occurs: |
| |
(a) |
A recognized securities
manual contains the names of the issuer's officers and directors, a
balance sheet of the issuer as of a date within eighteen months, and a
profit and loss statement for either the fiscal year preceding that date
or the most recent year of operations; |
| |
(b) |
Those securities, or
securities of the same class, within one year were registered or qualified
under section 1707.09 or 1707.091 [1707.09.1] of the Revised Code, and
that registration or qualification is in full force and effect;
|
| |
(c) |
The sale is made by a licensed
dealer on behalf of the bona fide owner of those securities in accordance
with division (B) of this section; |
| |
(d) |
Those securities were
transported into Ohio in a transaction of the type described in division
(L), (K), or (I) of this section, or in a transaction registered under
division (A) of section 1707.06 of the Revised Code. |
Oklahoma Uniform
Securities Act of 2004
| 1-202(2).
Manual Exemption A nonissuer transaction by or through a broker-dealer registered, or
exempt from registration under this act, and a resale transaction by a
sponsor of a unit investment trust registered under the Investment Company
Act of 1940, in a security of a class that has been outstanding in the
hands of the public for at least ninety (90) days, if, at the date of the
transaction: |
| |
a. |
the issuer of the
security is engaged in business, the issuer is not in the organizational
stage or in bankruptcy or receivership, and the issuer is not a blank
check, blind pool, or shell company that has no specific business plan or
purpose or has indicated that its primary business plan is to engage in a
merger or combination of the business with, or an acquisition of, an
unidentified person, |
| |
b. |
the security is
sold at a price reasonably related to its current market price, |
| |
c. |
the security does
not constitute the whole or part of an unsold allotment to, or a
subscription or participation by, the broker-dealer as an underwriter of
the security or a redistribution, and |
| |
d. |
a nationally
recognized securities manual or its electronic equivalent designated by
rule adopted or order issued under this act or a record filed with the
Securities and Exchange Commission that is publicly available contains: |
| |
|
(1) |
a description of the business
and operations of the issuer, |
| |
|
(2) |
the names of the issuer's
executive officers and the names of the issuer's directors, if any, |
| |
|
(3) |
an audited balance sheet of
the issuer as of a date within eighteen (18) months before the date of the
transaction or, in the case of a reorganization or merger when the parties
to the reorganization or merger each had an audited balance sheet, a pro
forma balance sheet for the combined organization, and |
| |
|
(4) |
an audited income statement
for each of the issuer's two (2) immediately previous fiscal years or for
the period of existence of the issuer, whichever is shorter, or, in the
case of a reorganization or merger when each party to the reorganization
or merger had audited income statements, a pro forma income statement, or |
| |
e. |
the issuer of the
security has a class of equity securities listed on a national securities
exchange registered under the Securities Exchange Act of 1934 or
designated for trading on the National Association of Securities Dealers
Automated Quotation System, unless the issuer of the security is a unit
investment trust registered under the Investment Company Act of 1940; or
the issuer of the security, including its predecessors, has been engaged
in continuous business for at least three (3) years; or the issuer of the
security has total assets of at least Two Million Dollars ($2,000,000.00)
based on an audited balance sheet as of a date within eighteen (18) months
before the date of the transaction or, in the case of a reorganization or
merger when the parties to the reorganization or merger each had the
audited balance sheet, a pro forma balance sheet for the combined
organization; |
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| |
|
1-202(24) Foreign Securities
Exemption. A nonissuer transaction in an outstanding
security by or through a broker-dealer registered or exempt from
registration under this act, if the issuer is a reporting issuer in a
foreign jurisdiction designated by this paragraph or by rule adopted or
order issued under this act; has been subject to continuous reporting
requirements in the foreign jurisdiction for not less than one hundred
eighty (180) days before the transaction; and the security is listed on
the foreign jurisdiction's securities exchange that has been designated by
this paragraph or by rule adopted or order issued under this act, or is a
security of the same issuer that is of senior or substantially equal rank
to the listed security or is a warrant or right to purchase or subscribe
to any of the foregoing. For purposes of this paragraph, Canada, together
with its provinces and territories, is a designated foreign jurisdiction
and The Toronto Stock Exchange, Inc., is a designated securities
exchange. After an administrative hearing in compliance with the
Administrative Procedures Act, the Administrator, by rule adopted or order
issued under this act, may revoke the designation of a securities exchange
under this paragraph, if the Administrator finds that revocation is
necessary or appropriate in the public interest and for the protection of
investors.
|
Oklahoma Securities Rules
| 660:11-11-40.
Manual exemption |
| |
(a) |
Recognized
securities manuals. The publications which shall be recognized by the
Administrator for purposes of the exemption from registration set forth in
Section 1-202.2.d of the Securities Act shall be as follows: |
| |
|
(1) |
Best's Insurance
Reports, Life-Health |
| |
|
(2) |
Mergent's
Industrial Manual |
| |
|
(3) |
Mergent's
International Manual |
| |
|
(4) |
Standard & Poor's
Corporation Records |
| |
(b) |
Additional
requirements. To be eligible for the exemption from registration provided
by Section 1-202.2.d of the Securities Act, the following additional
conditions must be met: |
| |
|
(1) |
All information
specified as required to be contained in the recognized securities manuals
pursuant to Section 1-202.2.d of the Securities Act must be given to the
purchaser with the confirmation by providing the purchaser with a copy of
either: |
| |
|
|
(A) |
the information contained in
the manual listing; or |
| |
|
|
(B) |
the information maintained
by the broker-dealer effecting the transaction that is required to be kept
by such broker-dealer pursuant to the requirements of SEC Rule 15c2-11
promulgated under the provisions of the 1934 Act.
|
| |
|
(2) |
The information
required under (1) of this subsection must be reasonably current in all
material respects. The time for determining whether the information is
current is at the date of the particular sale not the date the manual
listing is published. For purposes of this paragraph, the term "reasonably
current" shall have the meaning set forth in SEC Rule 15c2-11. |
| |
|
(3) |
The financial
statements of the issuer required pursuant to Section 1-202.2.d of the
Securities Act must be audited by an independent public accountant in
accordance with generally accepted auditing standards, presenting fairly,
in all material respects, the financial condition of the issuer; provided,
if the issuer is an entity formed and operating under the laws of a
foreign jurisdiction, the financial statements shall be audited in
accordance with the auditing standards applicable in its jurisdiction of
formation and operation. |
| |
|
(4) |
The issuer of the
security, including any predecessors, has either: |
| |
|
|
(A) |
been in continuous business or
operations for at least two (2) years, unless the issuer is an insurance
company in which event it shall have been in business for at least five
(5) years; or |
| |
|
|
(B) |
had a class of equity
securities registered under Section 1-301 of the Securities Act within the
past five (5) years. |
| |
|
|
(C) |
As used in this paragraph,
"business or operations" means actual activities related to its current
business or operations and shall not include merely holding funds or
assets for future use. |
| |
|
(5) |
Sales must be
made by a broker-dealer, either as principal or agent, who is registered
under the provisions of Section 1-401 of the Securities Act. |
| |
|
(6) |
The securities
must be offered or sold at a price reasonably related to the current
market price of such securities. |
| |
|
(7) |
The securities
must be issued and outstanding. The exemption is not available for issuer
transactions. For purposes of this paragraph, "issuer" shall include all
officers, directors and controlling (5% or more) shareholders of the
issuer. |
| |
|
(8) |
The security does
not constitute the whole or any part of an unsold allotment to, or
subscription or participation by, the broker-dealer as an underwriter of
the security. |
| |
(c) |
Restriction for
promotional or developmental stage companies. This exemption may not be
used to evade the registration requirements of Section 1-301 of the
Securities Act. Accordingly, transactions in reliance on this exemption
for the securities of an issuer which is a promotional or developmental
stage company as defined in 660:11-1-3, involving securities that have not
been registered for offer or sale in the state of Oklahoma and which
securities would not have met the requirements for registration set forth
in Sections 1-303 or 1-304 of the Securities Act and the rules promulgated
thereunder, had the securities been filed for registration pursuant to
such sections of the Securities Act, may be deemed to have violated this
requirement unless proven otherwise. |
| |
(d) |
Exemption. The
requirements of (b)(1) of this section, shall not apply to the sale of the
securities of an issuer who has net tangible assets in excess of
$10,000,000.00 (U.S.) as determined by its most recent audited financial
statements. For foreign issuers, the net tangible asset value may be
determined by applying the exchange rate in effect as of the date of the
financial statement relied upon unless there has been a material change in
such exchange rate after the date of the financial statement that would
reduce by greater than 20% the value in U.S. dollars. In that event, the
exchange rate applied should be the rate effective as of the last day of
the preceding month. Nothing in this Section shall release the
broker-dealer effecting the transaction from its obligation to maintain
the information required by SEC Rule 15c2-11 and to deliver any such
information to any person involved in a transaction effected in the
security, upon request by such person. |
Oregon Securities Act
| 59.035(10)
The offer or sale by licensed broker-dealer, acting either as principal or
agent, of securities theretofore sold and distributed to the public, if
the sale meets the requirements of paragraphs (a), (b) and (c) or (a), (b)
and (d) of this subsection: |
| |
(a) |
Such securities are sold at
prices reasonably related to the current market price thereof at the time
of sale, and, if such licensed broker-dealer is acting as agent, the
commission collected by such licensed broker-dealer on account of the sale
thereof is not in excess of usual and customary commissions collected with
respect to securities and transactions having comparable characteristics; |
| |
(b) |
Such securities do not
constitute an unsold allotment to or subscription by such broker-dealer as
a participant in the distribution of such securities by the issuer or by
or through an underwriter; |
| |
(c) |
The issuer is listed in any
recognized securities manual approved by rule by the director, and the
listing contains the names of the issuer’s officers and directors, a
balance sheet of the issuer as of a date not more than 18 months prior to
the date of such sale, and a profit and loss statement for either the
fiscal year preceding the date of the balance sheet or the most recent
year of operations; and |
| |
(d) |
The securities are authorized
for quotation on a nationwide automated quotations system approved by rule
or order of the director. |
Oregon Securities Regulations
|
441-035-0030
Manual Exemption
Pursuant
to ORS 59.035(10)(c), the Mergent, Standard and Poor's, and Fitch
Investors Service securities manuals are approved for purposes of the
exemption granted under subsection (10) of ORS 59.035. |
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Rhode Island
Uniform Securities Act
| 7-11-402(3)
A nonissuer transaction if a security |
| |
(i) |
of a class outstanding in the
hands of the public for not less than ninety (90) days before the
transaction is a nationally recognized securities manual designated by the
director, by rule or order, contains the names of the issuer's officers
and directors, a statement of financial condition of the issuer as of a
date within the last eighteen (18) months, and a statement of income or
operations for either the last fiscal year before that date or the most
recent year of operation or |
| |
(ii) |
if the security has a fixed
maturity or a fixed interest or dividend provision and there has been no
default during the current fiscal year or within the three (3) preceding
years, or during the existence of the issuer and any predecessors if less
than three (3) years, in the payment of principal, interest, or dividends
on the security; |
Rhode Island Securities Division Regulations
|
RULE 402(3)-1
Securities Manual
Unless otherwise provided by rule or order of the Director, this state
recognizes the following as nationally recognized securities manuals for
the purpose of qualifying for the exemption under Section 7- 11-402(3):
Fitch Investor Services, Inc., Moody Investor Services, Mergent, Inc., and
Standard & Poor’s Corp., and their successors and/or assigns. |
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South
Carolina Uniform Securities Act
|
35-1-202(23) a nonissuer transaction by or through a broker-dealer registered, or exempt
from registration under this chapter, and a resale transaction by a sponsor
of a unit investment trust registered under the Investment Company Act of
1940, in a security of a class that has been outstanding in the hands of the
public for at least ninety days, if, at the date of the transaction: |
|
|
(A) |
Recognized securities manuals. The publications which shall be recognized by
the Administrator for purposes of the exemption from registration set forth
in Section 1-202.2.d of the Securities Act shall be as follows:
|
| |
(B) |
the security is sold at a price reasonably related to its current market
price; |
| |
(C) |
the security does not constitute the whole or part of an unsold allotment to,
or a subscription or participation by, the broker-dealer as an underwriter of
the security or a redistribution; |
|
|
(D) |
a nationally recognized securities manual or its electronic equivalent
designated by rule adopted or order issued under this chapter or a record
filed with the Securities and Exchange Commission that is publicly available
contains: |
|
|
|
(i) |
description of the business and operations of the issuer; |
|
|
|
(ii) |
the names of the issuer's executive officers and the names of the issuer's
directors, if any; |
|
|
|
(iii) |
an audited balance sheet of the issuer as of a date within 18 months before
the date of the transaction or, in the case of a reorganization or merger
when the parties to the reorganization or merger each had an audited balance
sheet, a pro forma balance sheet for the combined organization; and |
|
|
|
(iv) |
an audited income statement for each of the issuer's two immediately previous
fiscal years or for the period of existence of the issuer, whichever is
shorter, or, in the case of a reorganization or merger when each party to the
reorganization or merger had audited income statements, a pro forma income
statement; and |
|
|
(E) |
any one of the following requirements is met: |
|
|
|
(i) |
the issuer of the security has a class of equity securities listed on a
national securities exchange registered under Section 6 of the Securities
Exchange Act of 1934 or designated for trading on the National Association of
Securities Dealers Automated Quotation System; |
|
|
|
(ii) |
the issuer of the security, including its predecessors, has been engaged in
continuous business for at least three years; or |
|
|
|
(iii) |
the issuer of the security, including its predecessors, has been engaged in
continuous business for at least three years; or |
|
|
|
(iv) |
the issuer of the security has total assets of at least two million dollars
based on an audited balance sheet as of a date within 18 months before the
date of the transaction or, in the case of a reorganization or merger when
the parties to the reorganization or merger each had such an audited balance
sheet, a pro forma balance sheet for the combined organization; |
|
35-1-202(23) a nonissuer transaction in an outstanding security by or through a
broker-dealer registered or exempt from registration under this chapter, if
the issuer is a reporting issuer in a foreign jurisdiction designated by this
paragraph or by rule adopted or order issued under this chapter; has been
subject to continuous reporting requirements in the foreign jurisdiction for
not less than 180 days before the transaction; and the security is listed on
the foreign jurisdiction's securities exchange that has been designated by
this paragraph or by rule adopted or order issued under this chapter, or is a
security of the same issuer that is of senior or substantially equal rank to
the listed security or is a warrant or right to purchase or subscribe to any
of the foregoing. For purposes of this paragraph, Canada, together with its
provinces and territories, is a designated foreign jurisdiction and
The Toronto Stock Exchange, Inc., is a
designated securities exchange. After an administrative
hearing, the Securities Commissioner, by rule adopted or order issued under
this chapter, may revoke the designation of a securities exchange under this
paragraph, if the Securities Commissioner finds that revocation is necessary
or appropriate in the public interest and for the protection of investors. |
|
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South Carolina 2003 Code of Regulations of South
Carolina Chapter 113 Securities Division
| 113-17.
Recognized Securities Manuals. |
| |
(1) |
The following
securities manuals are recognized under the provisions of § 35-1-320(2)(a)
of the South Carolina Uniform Securities Act and the inclusion in any one
of these manuals of information specified in this Section concerning the
issuer of a security, exempts such security from §§ 31-1-50 and 35-1-810
of said Act: |
| |
|
|
Standard & Poor's Corporation
Records; Moody's Manuals. |
South Dakota
Securities Act
| 47-31B-202(2)
A nonissuer transaction by or through a broker-dealer registered, or
exempt from registration under this chapter, and a resale transaction by a
sponsor of a unit investment trust registered under the Investment Company
Act of 1940, in a security of a class that has been outstanding in the
hands of the public for at least ninety days, if, at the date of the
transaction: |
| |
(A) |
The issuer of the
security is engaged in business, the issuer is not in the organizational
stage or in bankruptcy or receivership, and the issuer is not a blank
check, blind pool, or shell company that has no specific business plan or
purpose or has indicated that its primary business plan is to engage in a
merger or combination of the business with, or an acquisition of, an
unidentified person; |
| |
(B) |
The security is
sold at a price reasonably related to its current market price; |
| |
(C) |
The security does
not constitute the whole or part of an unsold allotment to, or a
subscription or participation by, the broker-dealer as an underwriter of
the security or a redistribution; |
| |
(D) |
A nationally
recognized securities manual or its electronic equivalent designated by
rule adopted or order issued under this chapter or a record filed with the
Securities and Exchange Commission that is publicly available contains: |
| |
|
(i) |
A description of the business
and operations of the issuer; |
| |
|
(ii) |
The names of the issuer's
executive officers and the names of the issuer's directors, if any; |
| |
|
(iii) |
An audited balance sheet of
the issuer as of a date within eighteen months before the date of the
transaction or, in the case of a reorganization or merger when the parties
to the reorganization or merger each had an audited balance sheet, a pro
forma balance sheet for the combined organization; and |
| |
|
(iv) |
An audited income statement
for each of the issuer's two immediately previous fiscal years or for the
period of existence of the issuer, whichever is shorter, or, in the case
of a reorganization or merger when each party to the reorganization or
merger had audited income statements, a pro forma income statement; and |
| |
(E) |
Any one of the
following requirements is met: |
| |
|
(i) |
The issuer of the security has
a class of equity securities listed on a national securities exchange
registered under Section 6 of the Securities Exchange Act of 1934 or
designated for trading on the National Association of Securities Dealers
Automated Quotation System; |
| |
|
(ii) |
The issuer of the security is
a unit investment trust registered under the Investment Company Act of
1940; |
| |
|
(iii) |
The issuer of the security,
including its predecessors, has been engaged in continuous business for at
least three years; or |
| |
|
(iv) |
The issuer of the security has
total assets of at least two million dollars based on an audited balance
sheet as of a date within eighteen months before the date of the
transaction or, in the case of a reorganization or merger when the parties
to the reorganization or merger each had such an audited balance sheet, a
pro forma balance sheet for the combined organization;
|
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| |
|
47-31B-202(23)
Foreign Securities Exemption. A nonissuer transaction
in an outstanding security by or through a broker-dealer registered or
exempt from registration under this chapter, if the issuer is a reporting
issuer in a foreign jurisdiction designated by this paragraph or by rule
adopted or order issued under this chapter; has been subject to continuous
reporting requirements in the foreign jurisdiction for not less than one
hundred eighty days before the transaction; and the security is listed on
the foreign jurisdiction's securities exchange that has been designated by
this paragraph or by rule adopted or order issued under this chapter, or
is a security of the same issuer that is of senior or substantially equal
rank to the listed security or is a warrant or right to purchase or
subscribe to any of the foregoing. For purposes of this paragraph, Canada,
together with its provinces and territories, is a designated foreign
jurisdiction and The Toronto Stock Exchange, Inc., is a designated
securities exchange. After an administrative hearing in compliance
with chapter 1-26, the director, by rule adopted or order issued under
this chapter, may revoke the designation of a securities exchange under
this paragraph, if the director finds that revocation is necessary or
appropriate in the public interest and for the protection of investors. |
South Dakota Securities Regulations
| 20:08:07:30.
Manual exemption. The following nationally recognized securities manuals
are approved for purposes of SDCL 47-31B-202(2)(D). |
| |
(1) |
Standard and Poor's Standard
Corporation Descriptions; |
| |
(2) |
Mergent's Industrial Manual; |
| |
(3) |
Mergent's Bank and Finance
Manual; |
| |
(4) |
Mergent's Public Utility
Manual; |
| |
(5) |
Mergent's Municipal and
Governmental Manual; |
| |
(6) |
Mergent's Transportation
Manual; |
| |
(7) |
Mergent's OTC Industrial
Manual; |
| |
(8) |
Mergent's OTC Unlisted Manual;
and |
| |
(9) |
Mergent's International
Manual. |
Texas Securities Act
|
5.OThe sale by a registered dealer of
outstanding securities provided that: |
| |
(1) |
Such
securities form no part of an unsold allotment to or subscription by such
dealer as a participant in the distribution of such securities by the
issuer thereof; and |
| |
(2) |
Securities of the same class, of the same issuer, are outstanding in the
hands of the public; and |
|
(3) |
Such
securities are offered for sale, in good faith, at prices reasonably
related to the current market price of such securities at the time of such
sale; and |
| |
(4) |
No
part of the proceeds of such sale are paid directly or indirectly to the
issuer of such securities; and |
| |
(5) |
Such
sale is not directly or indirectly for the purposes of providing or
furthering any scheme to violate or evade any provision of this Act; and |
| |
(6) |
The
right to sell or resell such securities has not been enjoined by any court
of competent jurisdiction in this State by proceedings instituted by an
officer or agency of this State charged with enforcement of this Act; and |
| |
(7) |
The
right to sell such securities has not been revoked or suspended by the
Commissioner under any of the provisions of this Act, or, if so,
revocation or suspension is not in force and effect; and |
| |
(8) |
At the
time of such sale, the issuer of such securities shall be a going concern
actually engaged in business and shall then be neither in an organization
stage nor in receivership or bankruptcy; and |
| |
(9) |
Such
securities or other securities of the issuer of the same class have been
registered by qualification, notification or coordination under Section 7
of this Act; or at the time of such sale at least the following
information about the issuer shall appear in a recognized securities
manual or in a statement, in form and extent acceptable to the
Commissioner, filed with the Commissioner by the issuer or by a registered
dealer: |
| |
|
(a) |
A statement of the
issuer's principal business; |
| |
|
(b) |
A balance sheet as
of a date within eighteen (18) months of the date of such sale; and |
| |
|
(c) |
Profit and loss
statements and a record of the dividends paid, if any, for a period of not
less than three (3) years prior to the date of such balance sheet or for
the period of existence of the issuer, if such period of existence is less
than three (3) years. |
| |
The
term "recognized securities manual" means a nationally distributed manual
of securities that is approved for use hereunder by the Board.
The Commissioner may issue a stop order or by order prohibit, revoke or
suspend the exemption under this Subsection O with respect to any security
if the Commissioner has reasonable cause to believe that the plan of
business of the issuer of such security, the security, or the sale thereof
would tend to work a fraud or deceit upon any purchaser or purchasers
thereof, such order to be subject to review in the manner provided by
Section 24 of this Act. Notice of any court injunction enjoining the sale,
or resale, of any such security, or of an order revoking or suspending the
exemption under this subdivision with respect to any security, shall be
delivered or shall be mailed by certified or registered mail with return
receipt requested, to any dealers believed to be selling, or offering for
sale, securities of the type referred to in the notice; and the
prohibitions of (6) and (7) above of this Subsection O shall be
inapplicable to any dealer until the dealer has received actual notice
from the Commissioner of such revocation or suspension.
The Board may for cause shown revoke or suspend the recognition hereunder
of any manuals previously approved under this Subsection but no such
action may be taken unless upon notice and opportunity for hearing before
the Board or a hearings officer as now or hereafter required by law. A
judgment sustaining the Board in the action complained of shall not bar
after one year an application by the plaintiff for approval of its manual
or manuals hereunder, nor shall a judgment in favor of the plaintiff
prevent the Board from thereafter revoking such recognition for any proper
cause which may thereafter accrue or be discovered. |
Texas Securities Administrative Code
| RULE §109.7 |
| |
(a) |
When a withdrawal
of an application for registration of securities is allowed and thereafter
the applicant files for a secondary trading exemption under the Act, §5.O,
the Commissioner may, without a hearing, revoke or suspend the §5.O
exemption. The applicant may either accept such action of the Commissioner
or request a hearing under the Act, §24. |
| |
(b) |
The language, ". .
. at prices reasonably related to the current market price of such
securities at the time of such sale," means that the market price of the
security in the existing secondary market must have a basis supported by a
substantial volume of bona fide sales transactions within or without this
state. In the absence of a going market or where there have been only
casual transactions, it shall be incumbent on the person filing the §5.O
exemption notice to prove to the Commissioner that the securities will
have a market price which has been fairly determined and justified at
inception with reasonable assurance of continuity of the market into the
future, pursuant to which the following criteria will be considered:
|
| |
|
(1) |
the nature and
extent of the business operations of the issuer and its predecessor, if
any, and the period of time during which the issuer and its predecessor,
if any, has been continuously engaged in business; |
| |
|
(2) |
the net asset
value of the stock per share; |
| |
|
(3) |
if there is a
record of earnings for the issuer, the value per share of the stock based
upon a reasonable times-earnings factor (setting out the factor used)
related to the industry represented by the issuer; |
| |
|
(4) |
if the value per
share of the stock on any other basis has been fully justified;
|
| |
|
(5) |
if the issuer
undertakes to furnish to its shareholders and dealers deemed likely to
trade the securities of the issuer, financial statements for the three
most recent fiscal years ending as of the balance sheet date (or for the
period of existence if less than three years) and annual financial
statements thereafter for so long as the exemption is maintained by filing
statements with the Commissioner; |
| |
|
(6) |
whether a
registered Texas securities dealer who is financially able has made a
written undertaking setting out: |
| |
|
|
(A) |
his willingness
to make a market in the issue of securities; |
| |
|
|
(B) |
the price at which
he will begin the market; and |
| |
|
|
(C) |
the procedures
which he intends to follow for the purpose of assuring an orderly market;
and |
| |
|
(7) |
supplementary data
to assist in determining the character of the share distribution and the
number of publicly-held shares shall be as follows:
|
| |
|
|
(A) |
identification of
10 largest holders of record, including beneficial owners (if known) of
holdings of record by nominees; |
| |
|
|
(B) |
list of holdings
of 1,000 shares or more in the names of registered dealers and
unregistered out-of-state dealers; |
| |
|
|
(C) |
number of
transfers and shares transferred during the last two years (or period of
existence of the issuer, if shorter); |
| |
|
|
(D) |
summary, by
principal groups, of stock owned or controlled by: |
| |
|
|
|
(i) |
officers or directors and
their immediate families; or |
| |
|
|
|
(ii) |
other concentrated holdings of
10% or more; |
| |
|
|
(E) |
estimates of
number of nonofficer employees owning stock and the total shares held;
|
| |
|
|
(F) |
company shares
held in profit-sharing, savings, pension, or other similar funds or trusts
established for the benefit of officers or employees; and |
| |
|
|
(G) |
number of
round-lot and number of odd-lot holders of record and aggregate numbers of
shares so held. |
| |
(c) |
Sales of
securities pursuant to the Securities Act, §5.O, may be made by or through
securities dealers acting either as principal or agent in the transaction
for which the exemption is claimed. |
| |
(d) |
Financial
information required pursuant to the Act, §5.O(9)(b) and (c) must be
prepared as certified financial statements (consolidated, if applicable)
and shall include a balance sheet as of a date within 18 months of the
date of such sale and the related statements of income, changes in
stockholders' equity, and changes in financial position for the three most
recent fiscal years ending as of the balance sheet date, or for the period
of the issuer's existence, if less than three years. Such financial
statements should disclose dividends paid or declared by each class of
stock, for each period for which an income statement is presented.
|
| |
(e) |
The term
"recognized securities manual" used in the Texas Securities Act,
§5.O(9)(c), is limited to the following and includes any electronic
publication format that is as readily available to the general public as
the printed version, including, without limitation, CD-Rom and electronic
dissemination over the Internet: |
| |
|
(1) |
Standard and
Poor's Corporation Records (including the Daily News Section);
|
| |
|
(2) |
Best's Insurance
Reports Life-Health; |
| |
|
(3) |
Mergent's Bank and
Finance Manual and News Reports; |
| |
|
(4) |
Mergent's
Industrial Manual and News Reports; |
| |
|
(5) |
Mergent's Public
Utility Manual and News Reports; |
| |
|
(6) |
Mergent's
Transportation Manual and News Reports; |
| |
|
(7) |
Mergent's
Municipal and Government Manual and News Reports; |
| |
|
(8) |
Mergent's
International Manual and News Reports; and |
| |
|
(9) |
Mergent's OTC
Industrial Manual and News Reports, provided however, that Mergent's OTC
Industrial News Reports are recognized solely for the purpose of updating
a current listing in the OTC Industrial Manual. A registered dealer who,
between the date of the last publication of Mergent's OTC Industrial
Manual and the effective date of this rule, relies upon a listing in the
Mergent's OTC Industrial News Reports to comply with §5.O of the Act may
continue to rely upon such listing until the publication date of the next
Mergent's OTC Industrial Manual, which follows the effective date of this
rule. |
| |
(f) |
The secondary
trading exemption under the Act, §5.O, is not available for the securities
of an issuer formed in a manner that constitutes part of a scheme to
violate or evade the securities registration provisions of the Act.
Depending upon all the facts and circumstances, such a scheme may include
the merger of a private corporation with a corporation which has no
substantive operations or assets ("shell corporation") when as a result of
the merger trading in the secondary market of the shares of the
post-merger corporation may be at prices which bear no relationship to the
underlying financial condition or operations of the post-merger
corporation, and such trading may occur within two years of the date of
such merger. |
Utah Uniform Securities
Act
| 61-1-14(2)(b)
any nonissuer transaction in an outstanding
security, if as provided by rule of the division: |
| |
(i) |
information about the issuer
of the security as required by the division is currently listed in a
securities manual recognized by the division, and the listing is based
upon such information as required by rule of the division; or |
| |
(ii) |
the security has a fixed
maturity or a fixed interest or dividend provision and there has been no
default during the current fiscal year or within the three preceding
fiscal years, or during the existence of the issuer and any predecessors
if less than three years, in the payment of principal, interest, or
dividends on the security; |
|
Back to Top of Page |
Utah Securities Rules
| R164-14-2b.
Manual Listing Exemption. |
| |
(A) |
Authority and
purpose |
| |
|
(1) |
The Division
enacts this rule under authority granted by Subsection 61-1-14(2)(b) and
Section 61-1-24. |
| |
|
(2) |
The rule
specifies recognized securities manuals. |
| |
|
(3) |
The rule
prescribes the information upon which each listing must be based to
qualify for the exemption. |
| |
|
(4) |
The rule sets
forth the exclusive method of claiming the transactional exemption
contained in Subsection 61-1-14(2)(b). |
| |
|
|
(a) |
Except as provided in
Paragraph (H), the exemption is not self-executing and may not be relied
upon until the Division confirms the exemption as provided below. |
| |
|
|
(b) |
A confirmation may only be
requested by a broker-dealer licensed with the Division or by the issuer
of the securities for which the exemption is sought. |
| |
(B) |
Definitions |
| |
|
(1) |
"Blank-check
company" means a development stage company that: |
| |
|
|
(a) |
has no business plan or
purpose; |
| |
|
|
(b) |
has not fully disclosed its
business plan or purpose; or |
| |
|
|
(c) |
has only indicated that its
business plan is to engage in a merger or acquisition with an unidentified
company or companies. |
| |
|
(2) |
"Blind-pool
company" means a development stage company that has generally disclosed
its business plan or purpose, but such business plan or purpose has not
identified specific properties or products to be purchased, constructed or
developed. |
| |
|
(3) |
"Confirmation"
means written confirmation of the exemption from registration from the
Division. |
| |
|
(4) |
"Development stage
company" means a company that is devoting substantially all of its efforts
to acquiring or establishing a new business and either of the following
conditions exists: |
| |
|
|
(a) |
planned principal operations
have not commenced; or |
| |
|
|
(b) |
planned principal operations
have commenced, but there has been no significant revenues therefrom. |
| |
|
(5) |
"Division" means
the Division of Securities, Utah Department of Commerce. |
| |
|
(6) |
"Dormant company"
means a company which does not pursue nor has the financial capacity to
pursue a business plan or purpose, whether or not it is a development
stage company. |
| |
|
(7) |
"Exemption" means
the exemption provided in Subsection 61-1-14(2)(b) of the Act. |
| |
|
(8) |
"Financial
statements" means a balance sheet, an income statement or statement of
operations, a statement of cash flows, a statement of stockholders'
equity, if a corporation or partners' capital, if a partnership, and
appropriate notes to the financial statements. |
| |
|
(9) |
"Shell company"
means a company which does not pursue nor has the financial capacity to
pursue a business plan or purpose, whether or not it is a development
stage company. |
| |
|
(10) |
"Significant
change" means any change involving a reorganization, merger, acquisition,
or other change which causes the issuer to increase its issued and
outstanding shares of stock by at least 40% of the issued and outstanding
shares before the change. |
| |
(C) |
Recognized
securities manuals |
| |
|
(1) |
The Division
recognizes the following securities manuals: |
| |
|
|
(a) |
Standard and Poor's
Corporation Records |
| |
|
|
(b) |
Mergent's Industrial Manual |
| |
|
|
(c) |
Mergent's Bank and Finance
Manual |
| |
|
|
(d) |
Mergent's Transportation
Manual |
| |
|
|
(e) |
Mergent's OTC Industrial
Manual |
| |
|
|
(f) |
Mergent's Public Utility
Manual |
| |
|
|
(g) |
Mergent's OTC Unlisted Manual |
| |
|
|
(h) |
Mergent's International Manual |
| |
(D) |
Information upon
which listing must be based |
| |
|
(1) |
A listing must be
based upon the following information, which must be filed with the
selected recognized securities manual: |
| |
|
|
(a) |
the issuer's name, current
street and mailing address and telephone number; |
| |
|
|
(b) |
the names and titles of the
executive officers and members of the board of directors of the issuer; |
| |
|
|
(c) |
a description of the issuer's
business; |
| |
|
|
(d) |
the number of shares of each
class of stock outstanding at the balance sheet date; and
|
| |
|
|
(e) |
the issuer's annual financial
statements as of a date within 18 months which have been prepared in
accordance with generally accepted accounting principles, and audited by
an independent certified public accountant who has issued an unqualified
opinion; if the issuer has been organized for less than one year, the
financial statements must be for the period from inception. |
| |
(E) |
Confirmation
requirement |
| |
|
(1) |
Except as provided
in Paragraph (H), confirmation must be obtained prior to relying upon the
exemption. |
| |
|
(2) |
A request for
confirmation must include: |
| |
|
|
(a) |
all information filed with the
selected recognized securities manual; |
| |
|
|
(b) |
a copy of the listing with the
recognized securities manual which is based upon the information filed
under paragraph (D); and |
| |
|
|
(c) |
a filing fee as specified in
the Division's fee schedule. |
| |
|
(3) |
In response to a
request for confirmation which complies with this rule, the Division will
issue a letter confirming the exemption. |
| |
|
(4) |
The Division will
issue a copy of the letter confirming the exemption to any person so
requesting in writing or in person for the cost of the photocopying, and
mailing if necessary. |
| |
(F) |
Term of exemption |
| |
|
(1) |
Except as provided
in Subparagraph (F)(2), the exemption becomes effective on the date
confirmed by the Division. |
| |
|
(2) |
The exemption for
the securities of an issuer which qualify under Paragraph (H) becomes
effective on the date a listing, based upon the information required under
Paragraph (D), is published in a recognized securities manual. |
| |
|
(3) |
The exemption
shall expire upon the earliest of: |
| |
|
|
(a) |
A date 18 months from the date
of the annual financial statements required under paragraph (D); |
| |
|
|
(b) |
The date of a new annual issue
or edition of the recognized securities manual which does not contain a
listing based upon the information required under paragraph (D); |
| |
|
|
(c) |
A date 45 calendar days from a
change in the Chairman of the Board of Directors or a change in any two
other members of the Board of Directors unless the recognized securities
manual has published this information within the 45 days; or |
| |
|
|
(d) |
A date 90 calendar days after
a significant change in the issuer unless the recognized securities manual
has published, at a minimum, an audited balance sheet and income statement
reflecting the significant change within the 90 days. |
| |
(G) |
Blank-check,
blind-pool, dormant, or shell company |
| |
|
(1) |
The exemption is
not available to a blank-check, blind-pool, dormant, or shell company
which has not previously registered its securities with the Division. |
| |
|
(2) |
A company which
has not previously registered its securities with the Division which,
within the past three fiscal years of the company, has merged with or been
acquired by a blank-check, blind-pool, dormant, or shell company, which
has not previously registered its securities with the Division, must file: |
| |
|
|
(a) |
with the recognized securities
manual, the information required under paragraph (D), as to all parties to
such transaction; |
| |
|
|
(b) |
with the Division, the
shareholders list reflecting the initial public offering of the
blank-check, blind-pool, dormant or shell company; and |
| |
|
|
(c) |
with the Division, the
shareholders list of the company, current within thirty days of the
request for confirmation of the exemption. |
| |
(H) |
Exceptions to
confirmation requirement |
| |
|
(1) |
Confirmation prior
to relying upon the exemption shall not be required for any security if at
the time of the transaction: |
| |
|
|
(a) |
the security is sold at a
price reasonably related to the current market price of such security; |
| |
|
|
(b) |
the security does not
constitute the whole or part of an unsold allotment to, or subscription or
participation by, a broker-dealer as an underwriter of the security; |
| |
|
|
(c) |
the security has been
outstanding in the hands of the public for at least 90 days; |
| |
|
|
(d) |
the issuer of the security is
a going concern, actually engaged in business and is not in the
development stage, in bankruptcy or receivership; |
| |
|
|
(e) |
the issuer of the security
has been in continuous operation for at least five years; and |
| |
|
|
(f) |
the information required by
Paragraph (D) is contained in a recognized securities manual listed in
Paragraph (C). |
Vermont Securities Act
|
5202(2)
a nonissuer transaction by or through a broker-dealer registered or exempt
from registration under this chapter and a resale transaction by a sponsor of
a unit investment trust registered under 15 U.S.C. § 80a-1 et seq. in a
security of a class that has been outstanding in the hands of the public for
at least 90 days, if, at the date of the transaction: |
|
|
(A) |
the issuer of the security is engaged in business, the issuer is not in the
organizational stage or in bankruptcy or receivership, and the issuer is not
a blank check, blind pool, or shell company that has no specific business
plan or purpose or has indicated that its primary business plan is to engage
in a merger or combination of the business with or an acquisition of an
unidentified person; |
|
|
(B) |
the security is sold at a price reasonably related to its current market
price; |
|
|
(C) |
the security does not constitute the whole or part of an unsold allotment to
or a subscription or participation by the broker-dealer as an underwriter of
the security or a redistribution; |
|
|
(D) |
a
nationally recognized securities manual or its electronic equivalent
designated by rule adopted or order issued under this chapter or a record
filed with the Securities and Exchange Commission that is publicly available
contains: |
|
|
|
(i) |
a description of the business and operations of the issuer; |
|
|
|
(ii) |
the names of the issuer's executive officers and the names of the issuer's
directors, if any; |
|
|
|
iii) |
an audited balance sheet of the issuer as of a date within 18 months before
the date of the transaction or, in the case of a reorganization or merger
when the parties to the reorganization or merger each had an audited balance
sheet, a pro forma balance sheet for the combined organization; and |
|
|
|
iv) |
an audited income statement for each of the issuer's two immediately previous
fiscal years or for the period of existence of the issuer, whichever is
shorter, or, in the case of a reorganization or merger when each party to the
reorganization or merger had audited income statements, a pro forma income
statement; and |
|
|
(E) |
any one of the following requirements is met: |
|
|
|
(i) |
the issuer of the security has a class of equity securities listed on a
national securities exchange regisered under 15 U.S.C. § 78a(6) or designated
for trading on the National Association of Securities Dealers Automated
Quotation System; |
|
|
|
(ii) |
the issuer of the security is a unit investment trust registered under 15
U.S.C. § 80a-1 et seq.; |
|
|
|
(iii) |
the issuer of the security, including its predecessors, has been engaged in
continuous business for at least three years; or |
|
|
|
(iv) |
the issuer of the security has total assets of at least $2,000,000.00 based
on an audited balance sheet as of a date within 18 months before the date of
the transaction or, in the case of a reorganization or merger when the
parties to the reorganization or merger each had such an audited balance
sheet, a pro forma balance sheet for the combined organization;
|
|
Back to
Top of Page |
|
|
|
5202(23)
a nonissuer transaction in an outstanding security by or through a
broker-dealer registered or exempt from registration under this chapter, if
the issuer is a reporting issuer in a foreign jurisdiction designated by this
subdivision or by rule adopted or order issued under this chapter; has been
subject to continuous reporting requirements in the foreign jurisdiction for
not less than 180 days before the transaction; and the security is listed on
the foreign jurisdiction's securities exchange that has been designated by
this subdivision or by rule adopted or order issued under this chapter, or is
a security of the same issuer that is of senior or substantially equal rank
to the listed security or is a warrant or right to purchase or subscribe to
any of the foregoing. For purposes of this subdivision, Canada, together with
its provinces and territories, is a designated foreign jurisdiction and
The
Toronto Stock Exchange, Inc., is a designated securities exchange. After an
administrative hearing in compliance with chapter 25 of Title 3
(Administrative Procedure Act), the commissioner, by rule adopted or order
issued under this chapter, may revoke the designation of a securities
exchange under this subdivision, if the commissioner finds that revocation is
necessary or appropriate in the public interest and for the protection of
investors. (Added 2005, No. 11, § 1, eff. July 1, 2006.) |
|
Back to Top of Page |
Washington
Securities Act
|
RCW 21.20.320(2)
Any nonissuer transaction by a registered salesperson of a registered
broker-dealer, and any resale transaction by a sponsor of a unit
investment trust registered under the Investment Company Act of 1940
pursuant to any rule adopted by the director. |
| Back
to Top of Page |
Washington Securities Regulations
| WAC
460-44A-100 - Nonissuer transactions pursuant to
RCW 21.20.320(2) - Manual exemption. Any nonissuer transaction by a
registered salesperson of a registered broker-dealer, and any resale
transaction by a sponsor of a unit investment trust registered under the
Investment Company Act of 1940, in a security of a class that has been
outstanding in the hands of the public for at least ninety days shall be
exempt pursuant to RCW 21.20.320(2) provided that, at the time of the
transaction: |
| |
(1) |
The issuer of the
security is actually engaged in business and not in the organizational
stage, bankruptcy, or receivership; |
| |
(2) |
The issuer is not
a blank check, blind pool or shell company whose primary plan of business
is to engage in a merger or combination of the business with, or an
acquisition of, an unidentified person or persons; |
| |
(3) |
The security is
sold at a price reasonably related to the current market price of the
security; |
| |
(4) |
The security does
not constitute all or part of an unsold allotment to, or a subscription or
participation by, the broker-dealer as an underwriter of the security;
|
| |
(5) |
A nationally
recognized securities manual designated by the director pursuant to WAC
460-10A- 160 or a document filed with and publicly available through the
U.S. Securities & Exchange Commission's Electronic Data Gathering and
Retrieval System (EDGAR) contains: |
| |
|
(a) |
A description of the business
and operations of the issuer; |
| |
|
(b) |
The names of the issuer's
officers and the names of the issuer's directors, if any, or, in the case
of a non-U.S. issuer, the corporate equivalents of such persons in the
issuer's country of domicile; |
| |
|
(c) |
An audited balance sheet of
the issuer as of a date within eighteen months or, in the case of a
reorganization or merger where parties to the reorganization or merger had
such audited balance sheet, a pro forma balance sheet; and |
| |
|
(d) |
An audited income statement
for each of the issuer's immediately preceding two fiscal years, or for
the period of existence of the issuer, if in existence for less than two
years or, in the case of a reorganization or merger where the parties to
the reorganization or merger had such audited income statement, a pro
forma income statement; and |
| |
(6) |
The issuer of the
security has a class of equity securities listed on a national securities
exchange registered under the Securities Exchange Act of 1934, or
designated for trading on the National Association of Securities Dealers
Automated Quotation System (NASDAQ), unless: |
| |
|
(a) |
The issuer of the security is
a unit investment trust registered under the Investment Company Act of
1940; |
| |
|
(b) |
The issuer of the security has
been engaged in continuous business (including predecessors) for at least
three years; or |
| |
|
(c) |
The issuer of the security has
total assets of at least $2,000,000 based on an audited balance sheet as
of a date within eighteen months or, in the case of a reorganization or
merger where parties to the reorganization or merger had such audited
balance sheet, a pro forma balance sheet.
|
|
WAC 460-10A-160
Nationally recognized securities manual. For the purpose of
WAC 460-44A- 100, "Nationally recognized securities manual" shall mean:
Fitch Investors Service, Moodys Investors Service, and Standard and Poor's
Corporation Records. |
| Back
to Top of Page |
| |
|
WAC 460-42A-081 Exchange and national market system
exemption.
(1) Any securities listed or designated, or approved for listing or
designation upon notice of issuance, on (a) the New York Stock Exchange,
(b) the American Stock Exchange, (c) the NASDAQ/NMS interdealer quotation
system pursuant to the Memorandum of Understanding between the North
American Securities Administrators Association (NASAA) and the National
Association of Securities Dealers (NASD) adopted April 28, 1990, (d) the
Chicago Board Options Exchange pursuant to the Memorandum of Understanding
between NASAA and the Chicago Board Options Exchange dated May 30, 1991,
(e) Tier I on the Pacific Stock Exchange pursuant to the Memorandum of
Understanding between NASAA and the Pacific Stock Exchange dated October
12, 1994, or (f) Tier I on the Philadelphia Stock Exchange pursuant to the
Memorandum of Understanding between NASAA and the Philadelphia Stock
Exchange dated October 12, 1994, any other security of the same issuer
which is of senior or substantially equal rank, any security called for by
subscription rights or warrants so listed or approved, or any warrant or
right to purchase or subscribe to any of the foregoing is exempt under RCW
21.20.310(8).
(2) For the purposes of nonissuer transactions only, any security listed
or approved for listing upon notice of issuance on (a) the NASDAQ/NMS
interdealer quotation system, (b) the New York Stock Exchange, (c) the
American Stock Exchange, (d) the Chicago Stock Exchange, (e) the Chicago
Board Options Exchange, (f) the Pacific Stock Exchange, (g) the
Philadelphia Stock Exchange, or any other stock exchange registered with
the federal securities and exchange commission and approved by the
director; any other security of the same issuer which is of senior or
substantially equal rank; any security called for by subscription rights
or warrants so listed or approved; or any warrant or right to purchase or
subscribe to any of the foregoing, is exempted under RCW 21.20.310(8).
(3)(a) For the purposes of nonissuer transactions only, any security
meeting the following requirements is exempted under RCW 21.20.310(8):
(i) The issuer of the security is a reporting issuer in a foreign country
or jurisdiction designated in (b) of this subsection, or by rule or order
of the director, and has been subject to continuous reporting requirements
in such foreign country for not less than one hundred eighty days before
the transaction; and
(ii) The security is listed on such foreign country's securities exchange
which has been designated in (b) of this subsection, or by rule or order
of the director, or is a security of the same issuer which is of senior or
substantially equal rank to such listed security or is a warrant or right
to purchase or subscribe to any of the foregoing.
(b) For purposes of (a) of this subsection, Canada together with its
provinces and territories is a designated foreign jurisdiction and
the Toronto Stock Exchange is a designated securities exchange.
(4) The director may by order withdraw the exemptions provided by
subsection (1), (2), or (3) of this section as to an exchange or
interdealer quotation system or a particular security when necessary in
the public interest for the protection of investors. |
| Back
to Top of Page |
West Virginia
Uniform Securities Act
|
32-4-402(b)(2)
Any nonissuer distribution of an outstanding security if: (A) A recognized
securities manual contains the names of the issuer's officers and
directors, a balance sheet of the issuer as of a date within eighteen
months, and a profit and loss statement for either the fiscal year
preceding that date or the most recent year of operations; or (B) the
security has a fixed maturity or a fixed interest or dividend provision
and there has been no default during the current fiscal year or within the
three preceding fiscal years, or during the existence of the issuer and
any predecessors if less than three years, in the payment of principal,
interest or dividends on the security; |
| Back
to Top of Page |
West Virginia Administrative Regulations
|
32-15.02
Recognized Securities Manuals
The Commissioner recognizes the following securities manuals under
§32-4-402(b)(2)(A) of the Code of West Virginia: Moody's Industrial Manual
Moody's Transportation Manual Moody's Public Utility Manual Moody's
Bank and Finance Manual Moody's Municipal and Government Manual
Moody's OTC Industrial Manual Standard & Poor’s Corporation Reports
Best's Life Insurance Reports Best’s Insurance Reports (Fire & Casualty)
See Merchant’s Order # 00-1254 |
| Back
to Top of Page |
Wyoming Securities Act
|
17-4-114(b)(ii) Any nonissuer distribution of an
outstanding security if: |
| |
(A) |
A recognized securities manual
contains the names of the issuer's officers and directors, a balance sheet
of the issuer as of a date within eighteen (18) months, and a profit and
loss statement for either the fiscal year preceding that date or the most
recent year of operations; or |
| |
(B) |
The security has a fixed
maturity or a fixed interest or dividend provision and there has been no
default during the current fiscal year or within the three (3) preceding
fiscal years, or during the existence of the issuer and any predecessors
if less than three (3) years, in the payment of principal, interest, or
dividends on the security. |
Wyoming Securities Regulations
|
6-(2)(b) Standard and Poors, Moodys, Fitch or Value
Line publications containing information specified by the statutory
exemption are recognized manuals for the purpose of claiming exemption
under W.S. §17-4-114 (b) (ii). |
|
Back to Top of
Page
|
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|
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 |
Venture Law
Corporation
618 - 688 West Hastings Street
Vancouver, BC V6B 1P1
Phone: 604-659-9188
Fax: 604-659-9178
E-mail Us |
| |
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