17-12a202.Exempt transactions.
The following transactions are exempt from the
requirements of K.S.A. 17-12a301 through 17-12a306 and 17-12a504,
and
amendments thereto:
(1) An isolated nonissuer transaction, whether effected by or
through a broker-dealer or not;
(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;
(3) a nonissuer transaction by or through a broker-dealer
registered or exempt from registration under this act in a security
of a foreign issuer that is a margin security defined in
regulations or rules adopted by the board of governors of the
federal reserve system;
(4) a nonissuer transaction by or through a broker-dealer
registered or exempt from registration under this act in an
outstanding security if the guarantor of the security files reports
with the securities and exchange commission under the reporting
requirements of section 13 or 15(d) of the securities exchange act
of 1934 (15 U.S.C. 78m or 78o(d));
(5) a nonissuer transaction by or through a broker-dealer
registered or exempt from registration under this act in a security
that:
(A) Is rated at the time of the transaction by a nationally
recognized statistical rating organization in one of its four
highest rating categories; or
(B) has a fixed maturity or a fixed interest or dividend, if:
(i) A default has not occurred during the current fiscal year
or within the three previous fiscal years of the issuer and any
predecessor in the payment of principal, interest, or dividends on
the security; and
(ii) the issuer is engaged in business, is not in the
organizational stage or in bankruptcy or receivership, and is not
and has not been within the previous 12 months 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;
(6) a nonissuer transaction by or through a broker-dealer
registered or exempt from registration under this act effecting an
unsolicited order or offer to purchase;
(7) a nonissuer transaction executed by a bona fide pledgee
without the purpose of evading this act;
(8) a nonissuer transaction by a federal covered investment
adviser with investments under management in excess of $100,000,000
acting in the exercise of discretionary authority in a signed
record for the account of others;
(9) a transaction in a security, whether or not the security or
transaction is otherwise exempt, in exchange for one or more
bona fide outstanding securities, claims, or property interests, or
partly in such exchange and partly for cash, if the terms and
conditions of the issuance and exchange or the delivery and
exchange and the fairness of the terms and conditions have been
approved by the administrator after a hearing or otherwise;
(10) a transaction between the issuer or other person on whose
behalf the offering is made and an underwriter, or among
underwriters;
(11) a transaction in a note, bond, debenture, or other
evidence of indebtedness secured by a mortgage or other security
agreement if:
(A) The note, bond, debenture, or other evidence of
indebtedness is offered and sold with the mortgage or other
security agreement as a unit;
(B) a general solicitation or general advertisement of the
transaction is not made; and
(C) a commission or other remuneration is not paid or given,
directly or indirectly, to a person not registered under this act
as a broker-dealer or as an agent;
(12) a transaction by an executor, administrator of an
estate, sheriff, marshal, receiver, trustee in bankruptcy,
guardian, or conservator;
(13) a sale or offer to sell to:
(A) An institutional investor;
(B) a federal covered investment adviser; or
(C) any other person exempted by rule adopted or order issued
under this act;
(14) a sale or an offer to sell securities by an issuer, if
the transaction is part of a single issue in which:
(A) Not more than 25 purchasers are present in this state
during any 12 consecutive months, other than those designated in
paragraph (13);
(B) a general solicitation or general advertising is not made
in connection with the offer to sell or sale of the securities;
(C) a commission or other remuneration is not paid or given,
directly or indirectly, to a person other than a broker-dealer
registered under this act or an agent registered under this act for
soliciting a prospective purchaser in this state; and
(D) the issuer reasonably believes that all the purchasers in
this state, other than those designated in paragraph (13), are
purchasing for investment;
(15) a transaction under an offer to existing security holders
of the issuer, including persons that at the date of the
transaction are holders of convertible securities, options, or
warrants, if a commission or other remuneration, other than a
standby commission, is not paid or given, directly or indirectly,
for soliciting a security holder in this state;
(16) an offer to sell, but not a sale, of a security not
exempt from registration under the securities act of 1933 if:
(A) A registration or offering statement or similar record as
required under the securities act of 1933 has been filed, but is
not effective, or the offer is made in compliance with rule 165
adopted under the securities act of 1933 (17 C.F.R. 230.165); and
(B) a stop order of which the offeror is aware has not been
issued against the offeror by the administrator or the securities
and exchange commission, and an audit, inspection, or proceeding
that is public and that may culminate in a stop order is not known
by the offeror to be pending;
(17) an offer to sell, but not a sale, of a security exempt
from registration under the securities act of 1933 if:
(A) A registration statement has been filed under this act,
but is not effective;
(B) a solicitation of interest is provided in a record to
offerees in compliance with a rule adopted by the administrator
under this act; and
(C) a stop order of which the offeror is aware has not been
issued by the administrator under this act and an audit,
inspection, or proceeding that may culminate in a stop order is not
known by the offeror to be pending;
(18) a transaction involving the distribution of the
securities of an issuer to the security holders of another person
in connection with a merger, consolidation, exchange of securities,
sale of assets, or other reorganization to which the issuer, or its
parent or subsidiary and the other person, or its parent or subsidiary, are
parties;
(19) a rescission offer, sale, or purchase under K.S.A. 17-12a510,
and amendments thereto;
(20) an offer or sale of a
security through a broker-dealer registered under this act to a person not a
resident of this state and not present in this state if the offer or sale does
not constitute a violation of the laws of the state or foreign jurisdiction in
which the offeree or purchaser is present and is not part of an unlawful plan
or scheme to evade this act;
(21) employees' stock purchase, savings, option, profit-sharing, pension, or
similar employees' benefit plan, including any
securities, plan interests, and guarantees issued under a
compensatory benefit plan or compensation contract, contained in a
record, established by the issuer, its parents, its majority-owned
subsidiaries, or the majority-owned subsidiaries of the issuer's
parent for the participation of their employees including offers or
sales of such securities to:
(A) Directors; general partners; trustees, if the issuer is
a business trust; officers; consultants; and advisors;
(B) family members who acquire such securities from those
persons through gifts or domestic relations orders;
(C) former employees, directors, general partners, trustees,
officers, consultants, and advisors if those individuals were
employed by or providing services to the issuer when the securities
were offered; and
(D) insurance agents who are exclusive insurance agents of the
issuer, or the issuer's subsidiaries or parents, or who derive more
than 50% of their annual income from those organizations;
(22) a transaction involving:
(A) A stock dividend or equivalent equity distribution,
whether the corporation or other business organization distributing the
dividend or equivalent equity distribution is the issuer or
not, if nothing of value is given by stockholders or other equity
holders for the dividend or equivalent equity distribution other
than the surrender of a right to a cash or property dividend if
each stockholder or other equity holder may elect to take the
dividend or equivalent equity distribution in cash, property, or
stock;
(B) an act incident to a judicially approved reorganization in
which a security is issued in exchange for one or more outstanding
securities, claims, or property interests, or partly in such
exchange and partly for cash; or
(C) the solicitation of tenders of securities by an offeror in
a tender offer in compliance with rule 162 adopted under the
securities act of 1933 (17 C.F.R. 230.162);
(23) 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; or
(24) a transaction involving an interest in oil, gas or other mineral rights
that is conducted in compliance with a rule adopted or order issued under this
act. In the rule or order, the administrator may limit the availability of
other exemptions provided herein for transactions involving interests in oil,
gas or other mineral rights.
History: L. 2004, ch. 154, § 7;
L. 2006, ch. 47, § 2; July 1.
17-12a202.Exempt transactions.
The following transactions are exempt from the
requirements of K.S.A. 17-12a301 through 17-12a306 and 17-12a504,
and
amendments thereto:
(1) An isolated nonissuer transaction, whether effected by or
through a broker-dealer or not;
(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;
(3) a nonissuer transaction by or through a broker-dealer
registered or exempt from registration under this act in a security
of a foreign issuer that is a margin security defined in
regulations or rules adopted by the board of governors of the
federal reserve system;
(4) a nonissuer transaction by or through a broker-dealer
registered or exempt from registration under this act in an
outstanding security if the guarantor of the security files reports
with the securities and exchange commission under the reporting
requirements of section 13 or 15(d) of the securities exchange act
of 1934 (15 U.S.C. 78m or 78o(d));
(5) a nonissuer transaction by or through a broker-dealer
registered or exempt from registration under this act in a security
that:
(A) Is rated at the time of the transaction by a nationally
recognized statistical rating organization in one of its four
highest rating categories; or
(B) has a fixed maturity or a fixed interest or dividend, if:
(i) A default has not occurred during the current fiscal year
or within the three previous fiscal years of the issuer and any
predecessor in the payment of principal, interest, or dividends on
the security; and
(ii) the issuer is engaged in business, is not in the
organizational stage or in bankruptcy or receivership, and is not
and has not been within the previous 12 months 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;
(6) a nonissuer transaction by or through a broker-dealer
registered or exempt from registration under this act effecting an
unsolicited order or offer to purchase;
(7) a nonissuer transaction executed by a bona fide pledgee
without the purpose of evading this act;
(8) a nonissuer transaction by a federal covered investment
adviser with investments under management in excess of $100,000,000
acting in the exercise of discretionary authority in a signed
record for the account of others;
(9) a transaction in a security, whether or not the security or
transaction is otherwise exempt, in exchange for one or more
bona fide outstanding securities, claims, or property interests, or
partly in such exchange and partly for cash, if the terms and
conditions of the issuance and exchange or the delivery and
exchange and the fairness of the terms and conditions have been
approved by the administrator after a hearing or otherwise;
(10) a transaction between the issuer or other person on whose
behalf the offering is made and an underwriter, or among
underwriters;
(11) a transaction in a note, bond, debenture, or other
evidence of indebtedness secured by a mortgage or other security
agreement if:
(A) The note, bond, debenture, or other evidence of
indebtedness is offered and sold with the mortgage or other
security agreement as a unit;
(B) a general solicitation or general advertisement of the
transaction is not made; and
(C) a commission or other remuneration is not paid or given,
directly or indirectly, to a person not registered under this act
as a broker-dealer or as an agent;
(12) a transaction by an executor, administrator of an
estate, sheriff, marshal, receiver, trustee in bankruptcy,
guardian, or conservator;
(13) a sale or offer to sell to:
(A) An institutional investor;
(B) a federal covered investment adviser; or
(C) any other person exempted by rule adopted or order issued
under this act;
(14) a sale or an offer to sell securities by an issuer, if
the transaction is part of a single issue in which:
(A) Not more than 25 purchasers are present in this state
during any 12 consecutive months, other than those designated in
paragraph (13);
(B) a general solicitation or general advertising is not made
in connection with the offer to sell or sale of the securities;
(C) a commission or other remuneration is not paid or given,
directly or indirectly, to a person other than a broker-dealer
registered under this act or an agent registered under this act for
soliciting a prospective purchaser in this state; and
(D) the issuer reasonably believes that all the purchasers in
this state, other than those designated in paragraph (13), are
purchasing for investment;
(15) a transaction under an offer to existing security holders
of the issuer, including persons that at the date of the
transaction are holders of convertible securities, options, or
warrants, if a commission or other remuneration, other than a
standby commission, is not paid or given, directly or indirectly,
for soliciting a security holder in this state;
(16) an offer to sell, but not a sale, of a security not
exempt from registration under the securities act of 1933 if:
(A) A registration or offering statement or similar record as
required under the securities act of 1933 has been filed, but is
not effective, or the offer is made in compliance with rule 165
adopted under the securities act of 1933 (17 C.F.R. 230.165); and
(B) a stop order of which the offeror is aware has not been
issued against the offeror by the administrator or the securities
and exchange commission, and an audit, inspection, or proceeding
that is public and that may culminate in a stop order is not known
by the offeror to be pending;
(17) an offer to sell, but not a sale, of a security exempt
from registration under the securities act of 1933 if:
(A) A registration statement has been filed under this act,
but is not effective;
(B) a solicitation of interest is provided in a record to
offerees in compliance with a rule adopted by the administrator
under this act; and
(C) a stop order of which the offeror is aware has not been
issued by the administrator under this act and an audit,
inspection, or proceeding that may culminate in a stop order is not
known by the offeror to be pending;
(18) a transaction involving the distribution of the
securities of an issuer to the security holders of another person
in connection with a merger, consolidation, exchange of securities,
sale of assets, or other reorganization to which the issuer, or its
parent or subsidiary and the other person, or its parent or subsidiary, are
parties;
(19) a rescission offer, sale, or purchase under K.S.A. 17-12a510,
and amendments thereto;
(20) an offer or sale of a
security through a broker-dealer registered under this act to a person not a
resident of this state and not present in this state if the offer or sale does
not constitute a violation of the laws of the state or foreign jurisdiction in
which the offeree or purchaser is present and is not part of an unlawful plan
or scheme to evade this act;
(21) employees' stock purchase, savings, option, profit-sharing, pension, or
similar employees' benefit plan, including any
securities, plan interests, and guarantees issued under a
compensatory benefit plan or compensation contract, contained in a
record, established by the issuer, its parents, its majority-owned
subsidiaries, or the majority-owned subsidiaries of the issuer's
parent for the participation of their employees including offers or
sales of such securities to:
(A) Directors; general partners; trustees, if the issuer is
a business trust; officers; consultants; and advisors;
(B) family members who acquire such securities from those
persons through gifts or domestic relations orders;
(C) former employees, directors, general partners, trustees,
officers, consultants, and advisors if those individuals were
employed by or providing services to the issuer when the securities
were offered; and
(D) insurance agents who are exclusive insurance agents of the
issuer, or the issuer's subsidiaries or parents, or who derive more
than 50% of their annual income from those organizations;
(22) a transaction involving:
(A) A stock dividend or equivalent equity distribution,
whether the corporation or other business organization distributing the
dividend or equivalent equity distribution is the issuer or
not, if nothing of value is given by stockholders or other equity
holders for the dividend or equivalent equity distribution other
than the surrender of a right to a cash or property dividend if
each stockholder or other equity holder may elect to take the
dividend or equivalent equity distribution in cash, property, or
stock;
(B) an act incident to a judicially approved reorganization in
which a security is issued in exchange for one or more outstanding
securities, claims, or property interests, or partly in such
exchange and partly for cash; or
(C) the solicitation of tenders of securities by an offeror in
a tender offer in compliance with rule 162 adopted under the
securities act of 1933 (17 C.F.R. 230.162);
(23) 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; or
(24) a transaction involving an interest in oil, gas or other mineral rights
that is conducted in compliance with a rule adopted or order issued under this
act. In the rule or order, the administrator may limit the availability of
other exemptions provided herein for transactions involving interests in oil,
gas or other mineral rights.
History: L. 2004, ch. 154, § 7;
L. 2006, ch. 47, § 2; July 1.
17-12a202.Exempt transactions.
The following transactions are exempt from the
requirements of K.S.A. 17-12a301 through 17-12a306 and 17-12a504,
and
amendments thereto:
(1) An isolated nonissuer transaction, whether effected by or
through a broker-dealer or not;
(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;
(3) a nonissuer transaction by or through a broker-dealer
registered or exempt from registration under this act in a security
of a foreign issuer that is a margin security defined in
regulations or rules adopted by the board of governors of the
federal reserve system;
(4) a nonissuer transaction by or through a broker-dealer
registered or exempt from registration under this act in an
outstanding security if the guarantor of the security files reports
with the securities and exchange commission under the reporting
requirements of section 13 or 15(d) of the securities exchange act
of 1934 (15 U.S.C. 78m or 78o(d));
(5) a nonissuer transaction by or through a broker-dealer
registered or exempt from registration under this act in a security
that:
(A) Is rated at the time of the transaction by a nationally
recognized statistical rating organization in one of its four
highest rating categories; or
(B) has a fixed maturity or a fixed interest or dividend, if:
(i) A default has not occurred during the current fiscal year
or within the three previous fiscal years of the issuer and any
predecessor in the payment of principal, interest, or dividends on
the security; and
(ii) the issuer is engaged in business, is not in the
organizational stage or in bankruptcy or receivership, and is not
and has not been within the previous 12 months 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;
(6) a nonissuer transaction by or through a broker-dealer
registered or exempt from registration under this act effecting an
unsolicited order or offer to purchase;
(7) a nonissuer transaction executed by a bona fide pledgee
without the purpose of evading this act;
(8) a nonissuer transaction by a federal covered investment
adviser with investments under management in excess of $100,000,000
acting in the exercise of discretionary authority in a signed
record for the account of others;
(9) a transaction in a security, whether or not the security or
transaction is otherwise exempt, in exchange for one or more
bona fide outstanding securities, claims, or property interests, or
partly in such exchange and partly for cash, if the terms and
conditions of the issuance and exchange or the delivery and
exchange and the fairness of the terms and conditions have been
approved by the administrator after a hearing or otherwise;
(10) a transaction between the issuer or other person on whose
behalf the offering is made and an underwriter, or among
underwriters;
(11) a transaction in a note, bond, debenture, or other
evidence of indebtedness secured by a mortgage or other security
agreement if:
(A) The note, bond, debenture, or other evidence of
indebtedness is offered and sold with the mortgage or other
security agreement as a unit;
(B) a general solicitation or general advertisement of the
transaction is not made; and
(C) a commission or other remuneration is not paid or given,
directly or indirectly, to a person not registered under this act
as a broker-dealer or as an agent;
(12) a transaction by an executor, administrator of an
estate, sheriff, marshal, receiver, trustee in bankruptcy,
guardian, or conservator;
(13) a sale or offer to sell to:
(A) An institutional investor;
(B) a federal covered investment adviser; or
(C) any other person exempted by rule adopted or order issued
under this act;
(14) a sale or an offer to sell securities by an issuer, if
the transaction is part of a single issue in which:
(A) Not more than 25 purchasers are present in this state
during any 12 consecutive months, other than those designated in
paragraph (13);
(B) a general solicitation or general advertising is not made
in connection with the offer to sell or sale of the securities;
(C) a commission or other remuneration is not paid or given,
directly or indirectly, to a person other than a broker-dealer
registered under this act or an agent registered under this act for
soliciting a prospective purchaser in this state; and
(D) the issuer reasonably believes that all the purchasers in
this state, other than those designated in paragraph (13), are
purchasing for investment;
(15) a transaction under an offer to existing security holders
of the issuer, including persons that at the date of the
transaction are holders of convertible securities, options, or
warrants, if a commission or other remuneration, other than a
standby commission, is not paid or given, directly or indirectly,
for soliciting a security holder in this state;
(16) an offer to sell, but not a sale, of a security not
exempt from registration under the securities act of 1933 if:
(A) A registration or offering statement or similar record as
required under the securities act of 1933 has been filed, but is
not effective, or the offer is made in compliance with rule 165
adopted under the securities act of 1933 (17 C.F.R. 230.165); and
(B) a stop order of which the offeror is aware has not been
issued against the offeror by the administrator or the securities
and exchange commission, and an audit, inspection, or proceeding
that is public and that may culminate in a stop order is not known
by the offeror to be pending;
(17) an offer to sell, but not a sale, of a security exempt
from registration under the securities act of 1933 if:
(A) A registration statement has been filed under this act,
but is not effective;
(B) a solicitation of interest is provided in a record to
offerees in compliance with a rule adopted by the administrator
under this act; and
(C) a stop order of which the offeror is aware has not been
issued by the administrator under this act and an audit,
inspection, or proceeding that may culminate in a stop order is not
known by the offeror to be pending;
(18) a transaction involving the distribution of the
securities of an issuer to the security holders of another person
in connection with a merger, consolidation, exchange of securities,
sale of assets, or other reorganization to which the issuer, or its
parent or subsidiary and the other person, or its parent or subsidiary, are
parties;
(19) a rescission offer, sale, or purchase under K.S.A. 17-12a510,
and amendments thereto;
(20) an offer or sale of a
security through a broker-dealer registered under this act to a person not a
resident of this state and not present in this state if the offer or sale does
not constitute a violation of the laws of the state or foreign jurisdiction in
which the offeree or purchaser is present and is not part of an unlawful plan
or scheme to evade this act;
(21) employees' stock purchase, savings, option, profit-sharing, pension, or
similar employees' benefit plan, including any
securities, plan interests, and guarantees issued under a
compensatory benefit plan or compensation contract, contained in a
record, established by the issuer, its parents, its majority-owned
subsidiaries, or the majority-owned subsidiaries of the issuer's
parent for the participation of their employees including offers or
sales of such securities to:
(A) Directors; general partners; trustees, if the issuer is
a business trust; officers; consultants; and advisors;
(B) family members who acquire such securities from those
persons through gifts or domestic relations orders;
(C) former employees, directors, general partners, trustees,
officers, consultants, and advisors if those individuals were
employed by or providing services to the issuer when the securities
were offered; and
(D) insurance agents who are exclusive insurance agents of the
issuer, or the issuer's subsidiaries or parents, or who derive more
than 50% of their annual income from those organizations;
(22) a transaction involving:
(A) A stock dividend or equivalent equity distribution,
whether the corporation or other business organization distributing the
dividend or equivalent equity distribution is the issuer or
not, if nothing of value is given by stockholders or other equity
holders for the dividend or equivalent equity distribution other
than the surrender of a right to a cash or property dividend if
each stockholder or other equity holder may elect to take the
dividend or equivalent equity distribution in cash, property, or
stock;
(B) an act incident to a judicially approved reorganization in
which a security is issued in exchange for one or more outstanding
securities, claims, or property interests, or partly in such
exchange and partly for cash; or
(C) the solicitation of tenders of securities by an offeror in
a tender offer in compliance with rule 162 adopted under the
securities act of 1933 (17 C.F.R. 230.162);
(23) 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; or
(24) a transaction involving an interest in oil, gas or other mineral rights
that is conducted in compliance with a rule adopted or order issued under this
act. In the rule or order, the administrator may limit the availability of
other exemptions provided herein for transactions involving interests in oil,
gas or other mineral rights.
History: L. 2004, ch. 154, § 7;
L. 2006, ch. 47, § 2; July 1.