17-12a304.Securities registration by
qualification.
(a) Registration permitted. A security may be
registered by qualification under this section.
(b) Required records. A registration statement under this
section must contain the information or records specified in
K.S.A. 17-12a305, and amendments thereto, a consent to service of
process
complying with
K.S.A. 17-12a611, and amendments thereto, and the
following information or records unless waived by the administrator
for good cause shown:
(1) With respect to the issuer and any significant subsidiary,
its name, address, and form of organization; the state or foreign
jurisdiction and date of its organization; the general character
and location of its business; a description of its physical
properties and equipment; and a statement of the general
competitive conditions in the industry or business in which it is
or will be engaged;
(2) with respect to each director and officer of the issuer,
and other person having a similar status or performing similar
functions, the person's name, address, and principal occupation for
the previous five years; the amount of securities of the issuer
held by the person as of the 30th day before the filing of the
registration statement; the amount of the securities covered by the
registration statement to which the person has indicated an intention
to subscribe; and a description of any material interest
of the person in any material transaction with the issuer or a
significant subsidiary effected within the previous three years or
proposed to be effected;
(3) with respect to persons covered by paragraph (2), the
aggregate sum of the remuneration paid to those persons during the
previous 12 months and estimated to be paid during the next 12
months, directly or indirectly, by the issuer and all
predecessors, parents, subsidiaries, and affiliates of the issuer;
(4) with respect to a person owning of record or owning
beneficially, if known, 10% or more of the outstanding shares of
any class of equity security of the issuer, the information
specified in paragraph (2) other than the person's occupation;
(5) with respect to a promoter, if the issuer was organized
within the previous three years, the information or records
specified in paragraph (2), any amount paid to the promoter within
that period or intended to be paid to the promoter, and the
consideration for the payment;
(6) with respect to a person on whose behalf any part of the
offering is to be made in a nonissuer distribution, the person's
name and address; the amount of securities of the issuer held by
the person as of the date of the filing of the registration
statement; a description of any material interest of the person in
any material transaction with the issuer or any significant
subsidiary effected within the previous three years or proposed to be
effected; and a statement of the reasons for making the
offering;
(7) the capitalization and long term debt, on both a current
and pro forma basis, of the issuer and any significant subsidiary,
including a description of each security outstanding or being
registered or otherwise offered, and a statement of the amount and
kind of consideration, whether in the form of cash, physical
assets, services, patents, goodwill, or anything else of value, for
which the issuer or any subsidiary has issued its securities within
the previous two years or is obligated to issue its securities;
(8) the kind and amount of securities to be offered; the
proposed offering price or the method by which it is to be
computed; any variation at which a proportion of the offering is to
be made to a person or class of persons other than the
underwriters, with a specification of the person or class; the
basis on which the offering is to be made if otherwise than for
cash; the estimated aggregate underwriting and selling discounts or
commissions and finder's fees, including separately cash,
securities, contracts, or anything else of value to accrue to the
underwriters or finders in connection with the offering or, if the
selling discounts or commissions are variable, the basis of
determining them and their maximum and minimum amounts; the
estimated amounts of other selling expenses, including legal,
engineering, and accounting charges; the name and address of each
underwriter and each recipient of a finder's fee; a copy of any underwriting or selling group agreement under which the
distribution is to be made or the proposed form of any such
agreement whose terms have not yet been determined; and a
description of the plan of distribution of any securities that are
to be offered otherwise than through an underwriter;
(9) the estimated monetary proceeds to be received by the
issuer from the offering; the purposes for which the proceeds are
to be used by the issuer; the estimated amount to be used for each
purpose; the order or priority in which the proceeds will be used
for the purposes stated; the amounts of any funds to be raised from
other sources to achieve the purposes stated; the sources of the
funds; and, if a part of the proceeds is to be used to acquire
property, including goodwill, otherwise than in the ordinary course
of business, the names and addresses of the vendors, the purchase
price, the names of any persons that have received commissions in
connection with the acquisition, and the amounts of the commissions
and other expenses in connection with the acquisition, including
the cost of borrowing money to finance the acquisition;
(10) a description of any stock options or other security
options outstanding, or to be created in connection with the
offering, and the amount of those options held or to be held by
each 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 the
aggregate of those options;
(11) the dates of, parties to, and general effect concisely stated
of each managerial or other material contract made or to be
made otherwise than in the ordinary course of business to be
performed in whole or in part at or after the filing of the
registration statement or that was made within the previous two
years, and a copy of the contract;
(12) a description of any pending litigation, action, or
proceeding to which the issuer is a party and that materially
affects its business or assets, and any litigation, action, or
proceeding known to be contemplated by governmental authorities;
(13) a copy of any prospectus, pamphlet, circular, form
letter, advertisement, or other sales literature intended as of the
effective date to be used in connection with the offering and any
solicitation of interest used in compliance with
K.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's
articles of incorporation and bylaws or their substantial
equivalents, in effect; and a copy of any indenture or other
instrument covering the security to be registered;
(15) a signed or conformed copy of an opinion of counsel
concerning the legality of the security being registered, with an
English 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 binding
obligation of the issuer;
(16) a signed or conformed copy of a consent of any
accountant, engineer, appraiser, or other person whose profession
gives authority for a statement made by the person, if the person
is named as having prepared or certified a report or valuation,
other than an official record that is public, which is used in
connection with the registration statement;
(17) a balance sheet of the issuer as of a date within four
months before the filing of the registration statement; a statement
of income and a statement of cash flows for each of the three
fiscal years preceding the date of the balance sheet and for any
period between the close of the immediately previous fiscal year
and the date of the balance sheet, or for the period of the
issuer's and any predecessor's existence if less than three years;
and, if any part of the proceeds of the offering is to be applied
to the purchase of a business, the financial statements that would
be required if that business were the registrant; and
(18) any additional information or records required by rule
adopted or order issued under this act.
(c) Conditions for effectiveness of registration statement.
A registration statement under this section becomes effective 30
days, or any shorter period provided by rule adopted or order
issued under this act, after the date the registration statement or
the last amendment other than a price amendment is filed, if:
(1) A stop order is not in effect and a proceeding is not
pending under
K.S.A. 17-12a306, and amendments thereto;
(2) the administrator has not issued an order under
K.S.A. 17-12a306, and amendments thereto, delaying effectiveness; and
(3) the applicant or registrant has not requested that
effectiveness be delayed.
(d) Delay of effectiveness of registration statement. The
administrator may delay effectiveness once for not more than 90
days if the administrator determines the registration statement is
not complete in all material respects and promptly notifies the
applicant or registrant of that determination. The administrator
may also delay effectiveness for a further period of not more than
30 days if the administrator determines that the delay is necessary
or appropriate.
(e) Prospectus distribution may be required. A rule adopted
or order issued under this act may require as a condition of
registration under this section that a prospectus containing a
specified 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 otherwise
than by means of a public advertisement, by or for the account of
the issuer or another person on whose behalf the offering is being
made or by an underwriter or broker-dealer that is offering part of
an unsold allotment or subscription taken by the person as a
participant 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.
17-12a304.Securities registration by
qualification.
(a) Registration permitted. A security may be
registered by qualification under this section.
(b) Required records. A registration statement under this
section must contain the information or records specified in
K.S.A. 17-12a305, and amendments thereto, a consent to service of
process
complying with
K.S.A. 17-12a611, and amendments thereto, and the
following information or records unless waived by the administrator
for good cause shown:
(1) With respect to the issuer and any significant subsidiary,
its name, address, and form of organization; the state or foreign
jurisdiction and date of its organization; the general character
and location of its business; a description of its physical
properties and equipment; and a statement of the general
competitive conditions in the industry or business in which it is
or will be engaged;
(2) with respect to each director and officer of the issuer,
and other person having a similar status or performing similar
functions, the person's name, address, and principal occupation for
the previous five years; the amount of securities of the issuer
held by the person as of the 30th day before the filing of the
registration statement; the amount of the securities covered by the
registration statement to which the person has indicated an intention
to subscribe; and a description of any material interest
of the person in any material transaction with the issuer or a
significant subsidiary effected within the previous three years or
proposed to be effected;
(3) with respect to persons covered by paragraph (2), the
aggregate sum of the remuneration paid to those persons during the
previous 12 months and estimated to be paid during the next 12
months, directly or indirectly, by the issuer and all
predecessors, parents, subsidiaries, and affiliates of the issuer;
(4) with respect to a person owning of record or owning
beneficially, if known, 10% or more of the outstanding shares of
any class of equity security of the issuer, the information
specified in paragraph (2) other than the person's occupation;
(5) with respect to a promoter, if the issuer was organized
within the previous three years, the information or records
specified in paragraph (2), any amount paid to the promoter within
that period or intended to be paid to the promoter, and the
consideration for the payment;
(6) with respect to a person on whose behalf any part of the
offering is to be made in a nonissuer distribution, the person's
name and address; the amount of securities of the issuer held by
the person as of the date of the filing of the registration
statement; a description of any material interest of the person in
any material transaction with the issuer or any significant
subsidiary effected within the previous three years or proposed to be
effected; and a statement of the reasons for making the
offering;
(7) the capitalization and long term debt, on both a current
and pro forma basis, of the issuer and any significant subsidiary,
including a description of each security outstanding or being
registered or otherwise offered, and a statement of the amount and
kind of consideration, whether in the form of cash, physical
assets, services, patents, goodwill, or anything else of value, for
which the issuer or any subsidiary has issued its securities within
the previous two years or is obligated to issue its securities;
(8) the kind and amount of securities to be offered; the
proposed offering price or the method by which it is to be
computed; any variation at which a proportion of the offering is to
be made to a person or class of persons other than the
underwriters, with a specification of the person or class; the
basis on which the offering is to be made if otherwise than for
cash; the estimated aggregate underwriting and selling discounts or
commissions and finder's fees, including separately cash,
securities, contracts, or anything else of value to accrue to the
underwriters or finders in connection with the offering or, if the
selling discounts or commissions are variable, the basis of
determining them and their maximum and minimum amounts; the
estimated amounts of other selling expenses, including legal,
engineering, and accounting charges; the name and address of each
underwriter and each recipient of a finder's fee; a copy of any underwriting or selling group agreement under which the
distribution is to be made or the proposed form of any such
agreement whose terms have not yet been determined; and a
description of the plan of distribution of any securities that are
to be offered otherwise than through an underwriter;
(9) the estimated monetary proceeds to be received by the
issuer from the offering; the purposes for which the proceeds are
to be used by the issuer; the estimated amount to be used for each
purpose; the order or priority in which the proceeds will be used
for the purposes stated; the amounts of any funds to be raised from
other sources to achieve the purposes stated; the sources of the
funds; and, if a part of the proceeds is to be used to acquire
property, including goodwill, otherwise than in the ordinary course
of business, the names and addresses of the vendors, the purchase
price, the names of any persons that have received commissions in
connection with the acquisition, and the amounts of the commissions
and other expenses in connection with the acquisition, including
the cost of borrowing money to finance the acquisition;
(10) a description of any stock options or other security
options outstanding, or to be created in connection with the
offering, and the amount of those options held or to be held by
each 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 the
aggregate of those options;
(11) the dates of, parties to, and general effect concisely stated
of each managerial or other material contract made or to be
made otherwise than in the ordinary course of business to be
performed in whole or in part at or after the filing of the
registration statement or that was made within the previous two
years, and a copy of the contract;
(12) a description of any pending litigation, action, or
proceeding to which the issuer is a party and that materially
affects its business or assets, and any litigation, action, or
proceeding known to be contemplated by governmental authorities;
(13) a copy of any prospectus, pamphlet, circular, form
letter, advertisement, or other sales literature intended as of the
effective date to be used in connection with the offering and any
solicitation of interest used in compliance with
K.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's
articles of incorporation and bylaws or their substantial
equivalents, in effect; and a copy of any indenture or other
instrument covering the security to be registered;
(15) a signed or conformed copy of an opinion of counsel
concerning the legality of the security being registered, with an
English 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 binding
obligation of the issuer;
(16) a signed or conformed copy of a consent of any
accountant, engineer, appraiser, or other person whose profession
gives authority for a statement made by the person, if the person
is named as having prepared or certified a report or valuation,
other than an official record that is public, which is used in
connection with the registration statement;
(17) a balance sheet of the issuer as of a date within four
months before the filing of the registration statement; a statement
of income and a statement of cash flows for each of the three
fiscal years preceding the date of the balance sheet and for any
period between the close of the immediately previous fiscal year
and the date of the balance sheet, or for the period of the
issuer's and any predecessor's existence if less than three years;
and, if any part of the proceeds of the offering is to be applied
to the purchase of a business, the financial statements that would
be required if that business were the registrant; and
(18) any additional information or records required by rule
adopted or order issued under this act.
(c) Conditions for effectiveness of registration statement.
A registration statement under this section becomes effective 30
days, or any shorter period provided by rule adopted or order
issued under this act, after the date the registration statement or
the last amendment other than a price amendment is filed, if:
(1) A stop order is not in effect and a proceeding is not
pending under
K.S.A. 17-12a306, and amendments thereto;
(2) the administrator has not issued an order under
K.S.A. 17-12a306, and amendments thereto, delaying effectiveness; and
(3) the applicant or registrant has not requested that
effectiveness be delayed.
(d) Delay of effectiveness of registration statement. The
administrator may delay effectiveness once for not more than 90
days if the administrator determines the registration statement is
not complete in all material respects and promptly notifies the
applicant or registrant of that determination. The administrator
may also delay effectiveness for a further period of not more than
30 days if the administrator determines that the delay is necessary
or appropriate.
(e) Prospectus distribution may be required. A rule adopted
or order issued under this act may require as a condition of
registration under this section that a prospectus containing a
specified 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 otherwise
than by means of a public advertisement, by or for the account of
the issuer or another person on whose behalf the offering is being
made or by an underwriter or broker-dealer that is offering part of
an unsold allotment or subscription taken by the person as a
participant 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.
17-12a304.Securities registration by
qualification.
(a) Registration permitted. A security may be
registered by qualification under this section.
(b) Required records. A registration statement under this
section must contain the information or records specified in
K.S.A. 17-12a305, and amendments thereto, a consent to service of
process
complying with
K.S.A. 17-12a611, and amendments thereto, and the
following information or records unless waived by the administrator
for good cause shown:
(1) With respect to the issuer and any significant subsidiary,
its name, address, and form of organization; the state or foreign
jurisdiction and date of its organization; the general character
and location of its business; a description of its physical
properties and equipment; and a statement of the general
competitive conditions in the industry or business in which it is
or will be engaged;
(2) with respect to each director and officer of the issuer,
and other person having a similar status or performing similar
functions, the person's name, address, and principal occupation for
the previous five years; the amount of securities of the issuer
held by the person as of the 30th day before the filing of the
registration statement; the amount of the securities covered by the
registration statement to which the person has indicated an intention
to subscribe; and a description of any material interest
of the person in any material transaction with the issuer or a
significant subsidiary effected within the previous three years or
proposed to be effected;
(3) with respect to persons covered by paragraph (2), the
aggregate sum of the remuneration paid to those persons during the
previous 12 months and estimated to be paid during the next 12
months, directly or indirectly, by the issuer and all
predecessors, parents, subsidiaries, and affiliates of the issuer;
(4) with respect to a person owning of record or owning
beneficially, if known, 10% or more of the outstanding shares of
any class of equity security of the issuer, the information
specified in paragraph (2) other than the person's occupation;
(5) with respect to a promoter, if the issuer was organized
within the previous three years, the information or records
specified in paragraph (2), any amount paid to the promoter within
that period or intended to be paid to the promoter, and the
consideration for the payment;
(6) with respect to a person on whose behalf any part of the
offering is to be made in a nonissuer distribution, the person's
name and address; the amount of securities of the issuer held by
the person as of the date of the filing of the registration
statement; a description of any material interest of the person in
any material transaction with the issuer or any significant
subsidiary effected within the previous three years or proposed to be
effected; and a statement of the reasons for making the
offering;
(7) the capitalization and long term debt, on both a current
and pro forma basis, of the issuer and any significant subsidiary,
including a description of each security outstanding or being
registered or otherwise offered, and a statement of the amount and
kind of consideration, whether in the form of cash, physical
assets, services, patents, goodwill, or anything else of value, for
which the issuer or any subsidiary has issued its securities within
the previous two years or is obligated to issue its securities;
(8) the kind and amount of securities to be offered; the
proposed offering price or the method by which it is to be
computed; any variation at which a proportion of the offering is to
be made to a person or class of persons other than the
underwriters, with a specification of the person or class; the
basis on which the offering is to be made if otherwise than for
cash; the estimated aggregate underwriting and selling discounts or
commissions and finder's fees, including separately cash,
securities, contracts, or anything else of value to accrue to the
underwriters or finders in connection with the offering or, if the
selling discounts or commissions are variable, the basis of
determining them and their maximum and minimum amounts; the
estimated amounts of other selling expenses, including legal,
engineering, and accounting charges; the name and address of each
underwriter and each recipient of a finder's fee; a copy of any underwriting or selling group agreement under which the
distribution is to be made or the proposed form of any such
agreement whose terms have not yet been determined; and a
description of the plan of distribution of any securities that are
to be offered otherwise than through an underwriter;
(9) the estimated monetary proceeds to be received by the
issuer from the offering; the purposes for which the proceeds are
to be used by the issuer; the estimated amount to be used for each
purpose; the order or priority in which the proceeds will be used
for the purposes stated; the amounts of any funds to be raised from
other sources to achieve the purposes stated; the sources of the
funds; and, if a part of the proceeds is to be used to acquire
property, including goodwill, otherwise than in the ordinary course
of business, the names and addresses of the vendors, the purchase
price, the names of any persons that have received commissions in
connection with the acquisition, and the amounts of the commissions
and other expenses in connection with the acquisition, including
the cost of borrowing money to finance the acquisition;
(10) a description of any stock options or other security
options outstanding, or to be created in connection with the
offering, and the amount of those options held or to be held by
each 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 the
aggregate of those options;
(11) the dates of, parties to, and general effect concisely stated
of each managerial or other material contract made or to be
made otherwise than in the ordinary course of business to be
performed in whole or in part at or after the filing of the
registration statement or that was made within the previous two
years, and a copy of the contract;
(12) a description of any pending litigation, action, or
proceeding to which the issuer is a party and that materially
affects its business or assets, and any litigation, action, or
proceeding known to be contemplated by governmental authorities;
(13) a copy of any prospectus, pamphlet, circular, form
letter, advertisement, or other sales literature intended as of the
effective date to be used in connection with the offering and any
solicitation of interest used in compliance with
K.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's
articles of incorporation and bylaws or their substantial
equivalents, in effect; and a copy of any indenture or other
instrument covering the security to be registered;
(15) a signed or conformed copy of an opinion of counsel
concerning the legality of the security being registered, with an
English 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 binding
obligation of the issuer;
(16) a signed or conformed copy of a consent of any
accountant, engineer, appraiser, or other person whose profession
gives authority for a statement made by the person, if the person
is named as having prepared or certified a report or valuation,
other than an official record that is public, which is used in
connection with the registration statement;
(17) a balance sheet of the issuer as of a date within four
months before the filing of the registration statement; a statement
of income and a statement of cash flows for each of the three
fiscal years preceding the date of the balance sheet and for any
period between the close of the immediately previous fiscal year
and the date of the balance sheet, or for the period of the
issuer's and any predecessor's existence if less than three years;
and, if any part of the proceeds of the offering is to be applied
to the purchase of a business, the financial statements that would
be required if that business were the registrant; and
(18) any additional information or records required by rule
adopted or order issued under this act.
(c) Conditions for effectiveness of registration statement.
A registration statement under this section becomes effective 30
days, or any shorter period provided by rule adopted or order
issued under this act, after the date the registration statement or
the last amendment other than a price amendment is filed, if:
(1) A stop order is not in effect and a proceeding is not
pending under
K.S.A. 17-12a306, and amendments thereto;
(2) the administrator has not issued an order under
K.S.A. 17-12a306, and amendments thereto, delaying effectiveness; and
(3) the applicant or registrant has not requested that
effectiveness be delayed.
(d) Delay of effectiveness of registration statement. The
administrator may delay effectiveness once for not more than 90
days if the administrator determines the registration statement is
not complete in all material respects and promptly notifies the
applicant or registrant of that determination. The administrator
may also delay effectiveness for a further period of not more than
30 days if the administrator determines that the delay is necessary
or appropriate.
(e) Prospectus distribution may be required. A rule adopted
or order issued under this act may require as a condition of
registration under this section that a prospectus containing a
specified 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 otherwise
than by means of a public advertisement, by or for the account of
the issuer or another person on whose behalf the offering is being
made or by an underwriter or broker-dealer that is offering part of
an unsold allotment or subscription taken by the person as a
participant 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.