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REGISTRATION Applications for registration of securities offerings are reviewed by two general methods. The SEC and some states review registration documents for disclosure issues only (disclosure review). Disclosure review means that the documents are reviewed to ensure that the issuer clearly and adequately discloses all material information. Some states, including Arizona, also give registration documents a merit review. Merit review requires that the offering not be “unfair or inequitable” and requires, among other things, compliance with the following statute and rules: 1) A.R.S. § 44-1894(A)(7) – Use of Proceeds;
2) R14-4-103 - Advertising and Sales Literature;
3) R14-4-105 - Promotional Securities;
4) R14-4-106 - Options, Warrants, and Rights to Purchase;
5) R14-4-107 - Promoter’s Equity;
6) R14-4-108 - Sales Commission and Expenses;
7) R14-4-110 - Installment Sales;
8) R14-4-111 – Commissions to Officers & Directors;
9) R14-4-112 – Impoundment of Funds;
10) R14-4-113 – Impound Dates;
11) R14-4-118 – Statement Required in Prospectuses; and
12) R14-4-120 – Financial Statements. The Arizona Securities Act provides for two methods of registration--qualification and description. The Arizona Securities Act does not provide for registration by coordination with SEC registration. Registration by Qualification: (A.R.S. § 44-1891 through § 44-1900) Required Forms: Form U-1 (Uniform Application to Register Securities); Form U-2 (Consent to Service of Process); and Form U-2A (Corporate Resolution) [See A.R.S. §§ 44-1892, 44-1893, 44-1894] Other Documents Required: Registration Statement/Prospectus [See A.R.S. § 44-1894]; Charter/organization documents; indenture; underwriting agreement; opinion of counsel; and specimen certificate. [ See A.R.S. § 44-1893(B)] Filing Fees: Non-refundable registration fee of one-tenth of one percent of the aggregate offering price of the securities to be sold in Arizona. [Minimum registration fee is $200.00 (registration of $200,000 worth of securities or less) and the maximum registration fee is $2,000.00 (registration of $2,000,000 worth of securities and above).] [See A.R.S. § 44-1892(A)(3)] Registration by Description: (A.R.S. § 44-1871 through § 44-1878) Required Forms: Form U-1 (Uniform Application to Register Securities); Form U-2(Consent to Service of Process); and Form U-2a (Corporate Resolution) Other Documents Required: Demonstration of compliance with the terms of A.R.S. § 44-1871; and Registration Statement/Prospectus [See A.R.S. § 44-1872] Filing Fees: Non-refundable registration fee of one-tenth of one percent of the aggregate offering price of the securities to be sold in Arizona. [Minimum registration fee is $200.00 (registration of $200,000 worth of securities or less) and the maximum registration fee is $2,000.00 (registration of $2,000,000 worth of securities and above).] [See A.R.S.§ 44-1861(C)] Other types of Registration: a) uniform limited offering registration (ULOR/SCOR); b) registered by definition [See A.R.S. § 44-1901], and those that qualify for special registration [See R14-4-144]. Dealer Requirements: Every offering registered in Arizona must be sold by a dealer registered in Arizona. This requirement may be satisfied by one of two means. An offering may be sold by a dealer registered with the NASD and Arizona. If this method of distribution is to be utilized, the offering document must be filed with the NASD for review. The filing should be made simultaneously with the filing of the registration statement with the SEC or, in the event no filing is made with the SEC, with the filing of the application for registration in Arizona. Alternatively, the issuing company may register with the Division as a dealer in its own issue. Under this type of registration, the issuer becomes the dealer for the purpose of selling this one particular offering. The individuals selling the securities are either company employees or individuals hired by the company to sell the securities. The Division charges a fee for issuer-dealer registration and the individuals selling the securities are subject to testing requirements. Issuer/Dealer Forms:
Packet includes all associated forms and instructions in one .exe file.
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