17-12a304.   Securities registration byqualification.(a) Registration permitted. A security may beregistered by qualification under this section.

      (b)   Required records. A registration statement under thissection must contain the information or records specified inK.S.A. 17-12a305, and amendments thereto, a consent to service ofprocesscomplying withK.S.A. 17-12a611, and amendments thereto, and thefollowing information or records unless waived by the administratorfor good cause shown:

      (1)   With respect to the issuer and any significant subsidiary,its name, address, and form of organization; the state or foreignjurisdiction and date of its organization; the general characterand location of its business; a description of its physicalproperties and equipment; and a statement of the generalcompetitive conditions in the industry or business in which it isor will be engaged;

      (2)   with respect to each director and officer of the issuer,and other person having a similar status or performing similarfunctions, the person's name, address, and principal occupation forthe previous five years; the amount of securities of the issuerheld by the person as of the 30th day before the filing of theregistration statement; the amount of the securities covered by theregistration statement to which the person has indicated an intentionto subscribe; and a description of any material interestof the person in any material transaction with the issuer or asignificant subsidiary effected within the previous three years orproposed to be effected;

      (3)   with respect to persons covered by paragraph (2), theaggregate sum of the remuneration paid to those persons during theprevious 12 months and estimated to be paid during the next 12months, directly or indirectly, by the issuer and allpredecessors, parents, subsidiaries, and affiliates of the issuer;

      (4)   with respect to a person owning of record or owningbeneficially, if known, 10% or more of the outstanding shares ofany class of equity security of the issuer, the informationspecified in paragraph (2) other than the person's occupation;

      (5)   with respect to a promoter, if the issuer was organizedwithin the previous three years, the information or recordsspecified in paragraph (2), any amount paid to the promoter withinthat period or intended to be paid to the promoter, and theconsideration for the payment;

      (6)   with respect to a person on whose behalf any part of theoffering is to be made in a nonissuer distribution, the person'sname and address; the amount of securities of the issuer held bythe person as of the date of the filing of the registrationstatement; a description of any material interest of the person inany material transaction with the issuer or any significantsubsidiary effected within the previous three years or proposed to beeffected; and a statement of the reasons for making theoffering;

      (7)   the capitalization and long term debt, on both a currentand pro forma basis, of the issuer and any significant subsidiary,including a description of each security outstanding or beingregistered or otherwise offered, and a statement of the amount andkind of consideration, whether in the form of cash, physicalassets, services, patents, goodwill, or anything else of value, forwhich the issuer or any subsidiary has issued its securities withinthe previous two years or is obligated to issue its securities;

      (8)   the kind and amount of securities to be offered; theproposed offering price or the method by which it is to becomputed; any variation at which a proportion of the offering is tobe made to a person or class of persons other than theunderwriters, with a specification of the person or class; thebasis on which the offering is to be made if otherwise than forcash; the estimated aggregate underwriting and selling discounts orcommissions and finder's fees, including separately cash,securities, contracts, or anything else of value to accrue to theunderwriters or finders in connection with the offering or, if theselling discounts or commissions are variable, the basis ofdetermining them and their maximum and minimum amounts; theestimated amounts of other selling expenses, including legal,engineering, and accounting charges; the name and address of eachunderwriter and each recipient of a finder's fee; a copy of any underwriting or selling group agreement under which thedistribution is to be made or the proposed form of any suchagreement whose terms have not yet been determined; and adescription of the plan of distribution of any securities that areto be offered otherwise than through an underwriter;

      (9)   the estimated monetary proceeds to be received by theissuer from the offering; the purposes for which the proceeds areto be used by the issuer; the estimated amount to be used for eachpurpose; the order or priority in which the proceeds will be usedfor the purposes stated; the amounts of any funds to be raised fromother sources to achieve the purposes stated; the sources of thefunds; and, if a part of the proceeds is to be used to acquireproperty, including goodwill, otherwise than in the ordinary courseof business, the names and addresses of the vendors, the purchaseprice, the names of any persons that have received commissions inconnection with the acquisition, and the amounts of the commissionsand other expenses in connection with the acquisition, includingthe cost of borrowing money to finance the acquisition;

      (10)   a description of any stock options or other securityoptions outstanding, or to be created in connection with theoffering, and the amount of those options held or to be held byeach person required to be named in paragraph (2), (4), (5), (6),or (8) and by any person that holds or will hold 10% or more in theaggregate of those options;

      (11)   the dates of, parties to, and general effect concisely statedof each managerial or other material contract made or to bemade otherwise than in the ordinary course of business to beperformed in whole or in part at or after the filing of theregistration statement or that was made within the previous twoyears, and a copy of the contract;

      (12)   a description of any pending litigation, action, orproceeding to which the issuer is a party and that materiallyaffects its business or assets, and any litigation, action, orproceeding known to be contemplated by governmental authorities;

      (13)   a copy of any prospectus, pamphlet, circular, formletter, advertisement, or other sales literature intended as of theeffective date to be used in connection with the offering and anysolicitation of interest used in compliance withK.S.A. 17-12a202(17)(B),and amendments thereto;

      (14)   a specimen or copy of the security being registered,unless the security is uncertificated; a copy of the issuer'sarticles of incorporation and bylaws or their substantialequivalents, in effect; and a copy of any indenture or otherinstrument covering the security to be registered;

      (15)   a signed or conformed copy of an opinion of counselconcerning the legality of the security being registered, with anEnglish translation if it is in a language other than English,which states whether the security when sold will be validly issued,fully paid, and nonassessable and, if a debt security, a bindingobligation of the issuer;

      (16)   a signed or conformed copy of a consent of anyaccountant, engineer, appraiser, or other person whose professiongives authority for a statement made by the person, if the personis named as having prepared or certified a report or valuation,other than an official record that is public, which is used inconnection with the registration statement;

      (17)   a balance sheet of the issuer as of a date within fourmonths before the filing of the registration statement; a statementof income and a statement of cash flows for each of the threefiscal years preceding the date of the balance sheet and for anyperiod between the close of the immediately previous fiscal yearand the date of the balance sheet, or for the period of theissuer's and any predecessor's existence if less than three years;and, if any part of the proceeds of the offering is to be appliedto the purchase of a business, the financial statements that wouldbe required if that business were the registrant; and

      (18)   any additional information or records required by ruleadopted or order issued under this act.

      (c)   Conditions for effectiveness of registration statement.A registration statement under this section becomes effective 30days, or any shorter period provided by rule adopted or orderissued under this act, after the date the registration statement orthe last amendment other than a price amendment is filed, if:

      (1)   A stop order is not in effect and a proceeding is notpending underK.S.A. 17-12a306, and amendments thereto;

      (2)   the administrator has not issued an order underK.S.A. 17-12a306, and amendments thereto, delaying effectiveness; and

      (3)   the applicant or registrant has not requested thateffectiveness be delayed.

      (d)   Delay of effectiveness of registration statement. Theadministrator may delay effectiveness once for not more than 90days if the administrator determines the registration statement isnot complete in all material respects and promptly notifies theapplicant or registrant of that determination. The administratormay also delay effectiveness for a further period of not more than30 days if the administrator determines that the delay is necessaryor appropriate.

      (e)   Prospectus distribution may be required. A rule adoptedor order issued under this act may require as a condition ofregistration under this section that a prospectus containing aspecified part of the information or record specified in subsection(b) be sent or given to each person to which an offer is made,before or concurrently, with the earliest of:

      (1)   The first offer made in a record to the person otherwisethan by means of a public advertisement, by or for the account ofthe issuer or another person on whose behalf the offering is beingmade or by an underwriter or broker-dealer that is offering part ofan unsold allotment or subscription taken by the person as aparticipant in the distribution;

      (2)   the confirmation of a sale made by or for the account of the person;

      (3)   payment pursuant to such a sale; or

      (4)   delivery of the security pursuant to such a sale.

      History:   L. 2004, ch. 154, § 14; July 1, 2005.