409.3-304. (a) A security may be registered by qualification underthis section.
(b) A registration statement under this section must contain theinformation or records specified in section 409.3-305, a consent to serviceof process complying with section 409.6-611, and, if required by ruleadopted under this act, the following information or records:
(1) With respect to the issuer and any significant subsidiary, itsname, address, and form of organization; the state or foreign jurisdictionand date of its organization; the general character and location of itsbusiness; a description of its physical properties and equipment; and astatement of the general competitive conditions in the industry or businessin which it is or will be engaged;
(2) With respect to each director and officer of the issuer, andother person having a similar status or performing similar functions, theperson's name, address, and principal occupation for the previous fiveyears; the amount of securities of the issuer held by the person as of thethirtieth day before the filing of the registration statement; the amountof the securities covered by the registration statement to which the personhas indicated an intention to subscribe; and a description of any materialinterest of the person in any material transaction with the issuer or asignificant subsidiary effected within the previous three years or proposedto be effected;
(3) With respect to persons covered by paragraph (2), the aggregatesum of the remuneration paid to those persons during the previous twelvemonths and estimated to be paid during the next twelve months, directly orindirectly, by the issuer, and all predecessors, parents, subsidiaries, andaffiliates of the issuer;
(4) With respect to a person owning of record or owning beneficially,if known, ten percent or more of the outstanding shares of any class ofequity 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 withinthe previous three years, the information or records specified in paragraph(2), any amount paid to the promoter within that period or intended to bepaid to the promoter, and the consideration for the payment;
(6) With respect to a person on whose behalf any part of the offeringis 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 ofthe filing of the registration statement; a description of any materialinterest of the person in any material transaction with the issuer or anysignificant subsidiary effected within the previous three years or proposedto be effected; and a statement of the reasons for making the offering;
(7) The capitalization and long term debt, on both a current and proforma basis, of the issuer and any significant subsidiary, including adescription of each security outstanding or being registered or otherwiseoffered, and a statement of the amount and kind of consideration, whetherin the form of cash, physical assets, services, patents, goodwill, oranything else of value, for which the issuer or any subsidiary has issuedits securities within the previous two years or is obligated to issue itssecurities;
(8) The kind and amount of securities to be offered; the proposedoffering price or the method by which it is to be computed; any variationat which a proportion of the offering is to be made to a person or class ofpersons other than the underwriters, with a specification of the person orclass; the basis on which the offering is to be made if otherwise than forcash; the estimated aggregate underwriting and selling discounts orcommissions and finders' fees, including separately cash, securities,contracts, or anything else of value to accrue to the underwriters orfinders in connection with the offering or, if the selling discounts orcommissions are variable, the basis of determining them and their maximumand minimum amounts; the estimated amounts of other selling expenses,including legal, engineering, and accounting charges; the name and addressof each underwriter and each recipient of a finder's fee; a copy of anyunderwriting or selling group agreement under which the distribution is tobe made or the proposed form of any such agreement whose terms have not yetbeen determined; and a description of the plan of distribution of anysecurities that are to be offered otherwise than through an underwriter;
(9) The estimated monetary proceeds to be received by the issuer fromthe offering; the purposes for which the proceeds are to be used by theissuer; the estimated amount to be used for each purpose; the order orpriority in which the proceeds will be used for the purposes stated; theamounts of any funds to be raised from other sources to achieve thepurposes stated; the sources of the funds; and, if a part of the proceedsis to be used to acquire property, including goodwill, otherwise than inthe ordinary course of business, the names and addresses of the vendors,the purchase price, the names of any persons that have received commissionsin connection with the acquisition, and the amounts of the commissions andother expenses in connection with the acquisition, including the cost ofborrowing money to finance the acquisition;
(10) A description of any stock options or other security optionsoutstanding, or to be created in connection with the offering, and theamount of those options held or to be held by each person required to benamed in paragraph (2), (4), (5), (6), or (8) and by any person that holdsor will hold ten percent or more in the aggregate of those options;
(11) The dates of, parties to, and general effect concisely stated ofeach managerial or other material contract made or to be made otherwisethan in the ordinary course of business to be performed in whole or in partat or after the filing of the registration statement or that was madewithin the previous two years, and a copy of the contract;
(12) A description of any pending litigation, action, or proceedingto which the issuer is a party and that materially affects its business orassets, and any litigation, action, or proceeding known to be contemplatedby governmental authorities;
(13) A copy of any prospectus, pamphlet, circular, form letter,advertisement, or other sales literature intended as of the effective dateto be used in connection with the offering and any solicitation of interestused in compliance with section 409.2-202(17)(B);
(14) A specimen or copy of the security being registered, unless thesecurity is uncertificated; a copy of the issuer's articles ofincorporation and bylaws or their substantial equivalents, in effect; and acopy of any indenture or other instrument covering the security to beregistered;
(15) A signed or conformed copy of an opinion of counsel concerningthe legality of the security being registered, with an English translationif it is in a language other than English, which states whether thesecurity when sold will be validly issued, fully paid, and nonassessableand, 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 astatement made by the person, if the person is named as having prepared orcertified a report or valuation, other than an official record, that ispublic, which is used in connection with the registration statement;
(17) A balance sheet of the issuer as of a date within four monthsbefore the filing of the registration statement; a statement of income andchanges in financial position for each of the three fiscal years precedingthe date of the balance sheet and for any period between the close of theimmediately previous fiscal year and the date of the balance sheet, or forthe period of the issuer's and any predecessor's existence if less thanthree years; and, if any part of the proceeds of the offering is to beapplied to 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 rule adoptedor order issued under this act.
(c) A registration statement under this section becomes effectivethirty days, or any shorter period provided by rule adopted or order issuedunder this act, after the date the registration statement or the lastamendment other than a price amendment is filed, if:
(1) A stop order is not in effect and a proceeding is not pendingunder section 409.3-306;
(2) The commissioner has not issued an order under section 409.3-306delaying effectiveness; and
(3) The applicant or registrant has not requested that effectivenessbe delayed.
(d) The commissioner may delay effectiveness once for not more thanninety days if the commissioner determines the registration statement isnot complete in all material respects and promptly notifies the applicantor registrant of that determination. The commissioner may also delayeffectiveness for a further period of not more than thirty days if thecommissioner determines that the delay is necessary or appropriate.
(e) A rule adopted or order issued under this act may require as acondition of registration under this section that a prospectus containing aspecified part of the information or record specified in subsection (b) besent or given to each person to which an offer is made, before orconcurrently, with the earliest of:
(1) The first offer made in a record to the person otherwise than bymeans of a public advertisement, by or for the account of the issuer oranother person on whose behalf the offering is being made or by anunderwriter or broker-dealer that is offering part of an unsold allotmentor subscription taken by the person as a participant in the distribution;
(2) The confirmation of a sale made by or for the account of theperson;
(3) Payment pursuant to such a sale; or
(4) Delivery of the security pursuant to such a sale.
409.3-304. (a) A security may be registered by qualification underthis section.
(b) A registration statement under this section must contain theinformation or records specified in section 409.3-305, a consent to serviceof process complying with section 409.6-611, and, if required by ruleadopted under this act, the following information or records:
(1) With respect to the issuer and any significant subsidiary, itsname, address, and form of organization; the state or foreign jurisdictionand date of its organization; the general character and location of itsbusiness; a description of its physical properties and equipment; and astatement of the general competitive conditions in the industry or businessin which it is or will be engaged;
(2) With respect to each director and officer of the issuer, andother person having a similar status or performing similar functions, theperson's name, address, and principal occupation for the previous fiveyears; the amount of securities of the issuer held by the person as of thethirtieth day before the filing of the registration statement; the amountof the securities covered by the registration statement to which the personhas indicated an intention to subscribe; and a description of any materialinterest of the person in any material transaction with the issuer or asignificant subsidiary effected within the previous three years or proposedto be effected;
(3) With respect to persons covered by paragraph (2), the aggregatesum of the remuneration paid to those persons during the previous twelvemonths and estimated to be paid during the next twelve months, directly orindirectly, by the issuer, and all predecessors, parents, subsidiaries, andaffiliates of the issuer;
(4) With respect to a person owning of record or owning beneficially,if known, ten percent or more of the outstanding shares of any class ofequity 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 withinthe previous three years, the information or records specified in paragraph(2), any amount paid to the promoter within that period or intended to bepaid to the promoter, and the consideration for the payment;
(6) With respect to a person on whose behalf any part of the offeringis 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 ofthe filing of the registration statement; a description of any materialinterest of the person in any material transaction with the issuer or anysignificant subsidiary effected within the previous three years or proposedto be effected; and a statement of the reasons for making the offering;
(7) The capitalization and long term debt, on both a current and proforma basis, of the issuer and any significant subsidiary, including adescription of each security outstanding or being registered or otherwiseoffered, and a statement of the amount and kind of consideration, whetherin the form of cash, physical assets, services, patents, goodwill, oranything else of value, for which the issuer or any subsidiary has issuedits securities within the previous two years or is obligated to issue itssecurities;
(8) The kind and amount of securities to be offered; the proposedoffering price or the method by which it is to be computed; any variationat which a proportion of the offering is to be made to a person or class ofpersons other than the underwriters, with a specification of the person orclass; the basis on which the offering is to be made if otherwise than forcash; the estimated aggregate underwriting and selling discounts orcommissions and finders' fees, including separately cash, securities,contracts, or anything else of value to accrue to the underwriters orfinders in connection with the offering or, if the selling discounts orcommissions are variable, the basis of determining them and their maximumand minimum amounts; the estimated amounts of other selling expenses,including legal, engineering, and accounting charges; the name and addressof each underwriter and each recipient of a finder's fee; a copy of anyunderwriting or selling group agreement under which the distribution is tobe made or the proposed form of any such agreement whose terms have not yetbeen determined; and a description of the plan of distribution of anysecurities that are to be offered otherwise than through an underwriter;
(9) The estimated monetary proceeds to be received by the issuer fromthe offering; the purposes for which the proceeds are to be used by theissuer; the estimated amount to be used for each purpose; the order orpriority in which the proceeds will be used for the purposes stated; theamounts of any funds to be raised from other sources to achieve thepurposes stated; the sources of the funds; and, if a part of the proceedsis to be used to acquire property, including goodwill, otherwise than inthe ordinary course of business, the names and addresses of the vendors,the purchase price, the names of any persons that have received commissionsin connection with the acquisition, and the amounts of the commissions andother expenses in connection with the acquisition, including the cost ofborrowing money to finance the acquisition;
(10) A description of any stock options or other security optionsoutstanding, or to be created in connection with the offering, and theamount of those options held or to be held by each person required to benamed in paragraph (2), (4), (5), (6), or (8) and by any person that holdsor will hold ten percent or more in the aggregate of those options;
(11) The dates of, parties to, and general effect concisely stated ofeach managerial or other material contract made or to be made otherwisethan in the ordinary course of business to be performed in whole or in partat or after the filing of the registration statement or that was madewithin the previous two years, and a copy of the contract;
(12) A description of any pending litigation, action, or proceedingto which the issuer is a party and that materially affects its business orassets, and any litigation, action, or proceeding known to be contemplatedby governmental authorities;
(13) A copy of any prospectus, pamphlet, circular, form letter,advertisement, or other sales literature intended as of the effective dateto be used in connection with the offering and any solicitation of interestused in compliance with section 409.2-202(17)(B);
(14) A specimen or copy of the security being registered, unless thesecurity is uncertificated; a copy of the issuer's articles ofincorporation and bylaws or their substantial equivalents, in effect; and acopy of any indenture or other instrument covering the security to beregistered;
(15) A signed or conformed copy of an opinion of counsel concerningthe legality of the security being registered, with an English translationif it is in a language other than English, which states whether thesecurity when sold will be validly issued, fully paid, and nonassessableand, 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 astatement made by the person, if the person is named as having prepared orcertified a report or valuation, other than an official record, that ispublic, which is used in connection with the registration statement;
(17) A balance sheet of the issuer as of a date within four monthsbefore the filing of the registration statement; a statement of income andchanges in financial position for each of the three fiscal years precedingthe date of the balance sheet and for any period between the close of theimmediately previous fiscal year and the date of the balance sheet, or forthe period of the issuer's and any predecessor's existence if less thanthree years; and, if any part of the proceeds of the offering is to beapplied to 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 rule adoptedor order issued under this act.
(c) A registration statement under this section becomes effectivethirty days, or any shorter period provided by rule adopted or order issuedunder this act, after the date the registration statement or the lastamendment other than a price amendment is filed, if:
(1) A stop order is not in effect and a proceeding is not pendingunder section 409.3-306;
(2) The commissioner has not issued an order under section 409.3-306delaying effectiveness; and
(3) The applicant or registrant has not requested that effectivenessbe delayed.
(d) The commissioner may delay effectiveness once for not more thanninety days if the commissioner determines the registration statement isnot complete in all material respects and promptly notifies the applicantor registrant of that determination. The commissioner may also delayeffectiveness for a further period of not more than thirty days if thecommissioner determines that the delay is necessary or appropriate.
(e) A rule adopted or order issued under this act may require as acondition of registration under this section that a prospectus containing aspecified part of the information or record specified in subsection (b) besent or given to each person to which an offer is made, before orconcurrently, with the earliest of:
(1) The first offer made in a record to the person otherwise than bymeans of a public advertisement, by or for the account of the issuer oranother person on whose behalf the offering is being made or by anunderwriter or broker-dealer that is offering part of an unsold allotmentor subscription taken by the person as a participant in the distribution;
(2) The confirmation of a sale made by or for the account of theperson;
(3) Payment pursuant to such a sale; or
(4) Delivery of the security pursuant to such a sale.
409.3-304. (a) A security may be registered by qualification underthis section.
(b) A registration statement under this section must contain theinformation or records specified in section 409.3-305, a consent to serviceof process complying with section 409.6-611, and, if required by ruleadopted under this act, the following information or records:
(1) With respect to the issuer and any significant subsidiary, itsname, address, and form of organization; the state or foreign jurisdictionand date of its organization; the general character and location of itsbusiness; a description of its physical properties and equipment; and astatement of the general competitive conditions in the industry or businessin which it is or will be engaged;
(2) With respect to each director and officer of the issuer, andother person having a similar status or performing similar functions, theperson's name, address, and principal occupation for the previous fiveyears; the amount of securities of the issuer held by the person as of thethirtieth day before the filing of the registration statement; the amountof the securities covered by the registration statement to which the personhas indicated an intention to subscribe; and a description of any materialinterest of the person in any material transaction with the issuer or asignificant subsidiary effected within the previous three years or proposedto be effected;
(3) With respect to persons covered by paragraph (2), the aggregatesum of the remuneration paid to those persons during the previous twelvemonths and estimated to be paid during the next twelve months, directly orindirectly, by the issuer, and all predecessors, parents, subsidiaries, andaffiliates of the issuer;
(4) With respect to a person owning of record or owning beneficially,if known, ten percent or more of the outstanding shares of any class ofequity 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 withinthe previous three years, the information or records specified in paragraph(2), any amount paid to the promoter within that period or intended to bepaid to the promoter, and the consideration for the payment;
(6) With respect to a person on whose behalf any part of the offeringis 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 ofthe filing of the registration statement; a description of any materialinterest of the person in any material transaction with the issuer or anysignificant subsidiary effected within the previous three years or proposedto be effected; and a statement of the reasons for making the offering;
(7) The capitalization and long term debt, on both a current and proforma basis, of the issuer and any significant subsidiary, including adescription of each security outstanding or being registered or otherwiseoffered, and a statement of the amount and kind of consideration, whetherin the form of cash, physical assets, services, patents, goodwill, oranything else of value, for which the issuer or any subsidiary has issuedits securities within the previous two years or is obligated to issue itssecurities;
(8) The kind and amount of securities to be offered; the proposedoffering price or the method by which it is to be computed; any variationat which a proportion of the offering is to be made to a person or class ofpersons other than the underwriters, with a specification of the person orclass; the basis on which the offering is to be made if otherwise than forcash; the estimated aggregate underwriting and selling discounts orcommissions and finders' fees, including separately cash, securities,contracts, or anything else of value to accrue to the underwriters orfinders in connection with the offering or, if the selling discounts orcommissions are variable, the basis of determining them and their maximumand minimum amounts; the estimated amounts of other selling expenses,including legal, engineering, and accounting charges; the name and addressof each underwriter and each recipient of a finder's fee; a copy of anyunderwriting or selling group agreement under which the distribution is tobe made or the proposed form of any such agreement whose terms have not yetbeen determined; and a description of the plan of distribution of anysecurities that are to be offered otherwise than through an underwriter;
(9) The estimated monetary proceeds to be received by the issuer fromthe offering; the purposes for which the proceeds are to be used by theissuer; the estimated amount to be used for each purpose; the order orpriority in which the proceeds will be used for the purposes stated; theamounts of any funds to be raised from other sources to achieve thepurposes stated; the sources of the funds; and, if a part of the proceedsis to be used to acquire property, including goodwill, otherwise than inthe ordinary course of business, the names and addresses of the vendors,the purchase price, the names of any persons that have received commissionsin connection with the acquisition, and the amounts of the commissions andother expenses in connection with the acquisition, including the cost ofborrowing money to finance the acquisition;
(10) A description of any stock options or other security optionsoutstanding, or to be created in connection with the offering, and theamount of those options held or to be held by each person required to benamed in paragraph (2), (4), (5), (6), or (8) and by any person that holdsor will hold ten percent or more in the aggregate of those options;
(11) The dates of, parties to, and general effect concisely stated ofeach managerial or other material contract made or to be made otherwisethan in the ordinary course of business to be performed in whole or in partat or after the filing of the registration statement or that was madewithin the previous two years, and a copy of the contract;
(12) A description of any pending litigation, action, or proceedingto which the issuer is a party and that materially affects its business orassets, and any litigation, action, or proceeding known to be contemplatedby governmental authorities;
(13) A copy of any prospectus, pamphlet, circular, form letter,advertisement, or other sales literature intended as of the effective dateto be used in connection with the offering and any solicitation of interestused in compliance with section 409.2-202(17)(B);
(14) A specimen or copy of the security being registered, unless thesecurity is uncertificated; a copy of the issuer's articles ofincorporation and bylaws or their substantial equivalents, in effect; and acopy of any indenture or other instrument covering the security to beregistered;
(15) A signed or conformed copy of an opinion of counsel concerningthe legality of the security being registered, with an English translationif it is in a language other than English, which states whether thesecurity when sold will be validly issued, fully paid, and nonassessableand, 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 astatement made by the person, if the person is named as having prepared orcertified a report or valuation, other than an official record, that ispublic, which is used in connection with the registration statement;
(17) A balance sheet of the issuer as of a date within four monthsbefore the filing of the registration statement; a statement of income andchanges in financial position for each of the three fiscal years precedingthe date of the balance sheet and for any period between the close of theimmediately previous fiscal year and the date of the balance sheet, or forthe period of the issuer's and any predecessor's existence if less thanthree years; and, if any part of the proceeds of the offering is to beapplied to 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 rule adoptedor order issued under this act.
(c) A registration statement under this section becomes effectivethirty days, or any shorter period provided by rule adopted or order issuedunder this act, after the date the registration statement or the lastamendment other than a price amendment is filed, if:
(1) A stop order is not in effect and a proceeding is not pendingunder section 409.3-306;
(2) The commissioner has not issued an order under section 409.3-306delaying effectiveness; and
(3) The applicant or registrant has not requested that effectivenessbe delayed.
(d) The commissioner may delay effectiveness once for not more thanninety days if the commissioner determines the registration statement isnot complete in all material respects and promptly notifies the applicantor registrant of that determination. The commissioner may also delayeffectiveness for a further period of not more than thirty days if thecommissioner determines that the delay is necessary or appropriate.
(e) A rule adopted or order issued under this act may require as acondition of registration under this section that a prospectus containing aspecified part of the information or record specified in subsection (b) besent or given to each person to which an offer is made, before orconcurrently, with the earliest of:
(1) The first offer made in a record to the person otherwise than bymeans of a public advertisement, by or for the account of the issuer oranother person on whose behalf the offering is being made or by anunderwriter or broker-dealer that is offering part of an unsold allotmentor subscription taken by the person as a participant in the distribution;
(2) The confirmation of a sale made by or for the account of theperson;
(3) Payment pursuant to such a sale; or
(4) Delivery of the security pursuant to such a sale.
