| R14-4-101 A. An offering of securities within or from
Arizona that is exclusively to bona fide employees or existing
security holders of the issuer or a subsidiary of the issuer, or if
the issuer is a subsidiary, is exclusively to the bona fide employees
or existing security holders of the issuer and/or its parent, is added
to the class of transactions exempt under A.R.S. § 44-1844.
An issuer relying on this Section shall comply with all of the
following conditions:
1. The aggregate amount of all offerings made by an issuer under
this exemption within or from Arizona shall not exceed $500,000.
2. The issuer shall pay no commission or remuneration of any kind,
other than transfer agent’s fees, directly or indirectly, to any
person in connection with the distribution or sale of such securities.
3. At least 10 business days before the offering is made, the
issuer shall file with the Commission a verified statement of the
details and purposes of the offering and the financial condition of
the issuer. The issuer
shall not make any material change in the details of the offering
without the Commission’s consent.
4. The issuer shall obtain Commission approval of any subscription
contract calling for deferred payments.
5. An issuer that is not domiciled in Arizona or is not
incorporated under the
laws of this state shall file a consent to service (Uniform Form U-2)
with the verified statement prescribed in subsection (3) above. B. This exemption shall not apply to an offering made in
connection with or integrated with an offering otherwise subject to
A.R.S. §§ 44-1841 and 44-1842.
This Section is not available to any issuer for any transaction
or any chain of transactions that, although in technical compliance
with the Section, is part of a plan or scheme to evade the
registration provisions of the Securities Act of Arizona. C. The same issuer may file successive notices
under this Section until the total amount encompassed in such
filings equals $500,000. D. The verified statement is not a prescribed form, but shall be
executed by an authorized officer of the issuer whose signature shall
be verified under oath and shall include all of the following:
1. The title, “Notice of Intention to Sell Securities Under
A.A.C. R14-4-101.”
2. In the caption, the issuer’s full name, the issuer’s type
of organization, and the state in which the issuer was organized.
3. The details and purposes of the offering, including but not
limited to a description of the securities to be sold, the number of
units and selling price per unit, the method of offering, and the
allocation of proceeds.
4. A statement of financial condition prepared in accordance with
R14-4-123.
5. A recitation of
the facts clearly indicating that all conditions affecting eligibility
for this exemption exist.
6. A statement that the issuer has taken appropriate action to
authorize the issuance of securities.
7. The issuer’s principal business address and mailing address
if different from the principal business address.
8. Below the verification of signature, the following form for
acknowledgment by the Commission: “Receipt
of the foregoing Notice of Intention to Sell Securities is
acknowledged as of the date indicated.
The Commission enters no objection to the offering described
therein, and such offering may be commenced __________, 20____.
ARIZONA CORPORATION COMMISSION
Securities Division
______________” E.
Filing of notice, exhibits, and fee.
1. The issuer shall file 2 originally executed copies of the
verified statement, except that only 1 copy of the financial statement
is required if such statement is attached to, rather than included in,
the verified statement. The
Commission shall acknowledge 1 copy of the verified statement and
return it to the issuer as evidence of filing.
2. The issuer shall file 1 copy of any subscription form or
written material describing, or to be used in connection with, the
offering.
3. The issuer shall file a nonrefundable fee as prescribed by
A.R.S. § 44-1861(G). F.
The Commission may deny or revoke this exemption
to any issuer for the reasons listed in A.R.S. §§ 44-1921(1)
through (6). The
Securities Division shall notify the issuer of such denial or
revocation. Such notice
shall be given by certified mail.
G.
This exemption shall be effective for 1 year from the date the
Director acknowledges the Notice of Intention to Sell Securities. Historical
Note Former
Order S-1; Amended effective May 16, 1978 (Supp. 78-3). |
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