69W-700.002: Filing of Prospectus
69W-700.015: Offering Price of Equity Securities
69W-700.028: Small Corporate Offering Registration ("SCOR" Offering)
PURPOSE AND EFFECT: The rules are amended to reflect the latest versions of federal regulations, federal statutes, and forms referenced in the rules. The rules are also clarified to reflect the appropriate forms that must be filed in connection with small corporate offering registrations.
SUMMARY: The rules are amended to reflect the latest versions of federal regulations, federal statutes, and forms referenced in the rules. The rules are also clarified to reflect the appropriate forms that must be filed in connection with small corporate offering registrations.
SUMMARY OF STATEMENT OF ESTIMATED REGULATORY COSTS: No Statement of Estimated Regulatory was prepared. The Office has determined that the proposed amendments will not have an adverse impact on small businesses.
Any person who wishes to provide information regarding a statement of estimated regulatory costs, or provide a proposal for a lower cost regulatory alternative must do so in writing within 21 days of this notice.
SPECIFIC AUTHORITY: 517.03(1), 517.061(19) FS.
LAW IMPLEMENTED: 517.081(3), 517.081(7) FS.
IF REQUESTED WITHIN 21 DAYS OF THE DATE OF THIS NOTICE, A HEARING WILL BE SCHEDULED AND ANNOUNCED IN FAW.
THE PERSON TO BE CONTACTED REGARDING THE PROPOSED RULE IS: Pam Epting, Chief, Bureau of Regulatory, Review, Division of Securities, Office of Financial Regulation, The Fletcher Building, 200 East Gaines Street, Tallahassee, Florida 32399-0375, (850)410-9500, pam.epting@flofr.com
THE FULL TEXT OF THE PROPOSED RULE IS:
69W-700.002 Filing of Prospectus.
(1) No change.
(2) Any prospectus which depicts the United States Securities and Exchange Commission’s statement pursuant to a registration statement filed under the Securities Act of 1933 or a letter of notification under Regulation A of the Securities Act of 1933 (17 C.F.R. §§ 230.251 through 230.263 (2010)) will be considered to be in substantial compliance with the requirement of subsection (1) above. The federal regulations referenced in this rule are hereby incorporated by reference and may be obtained by mail from the Florida Office of Financial Regulation, Division of Securities, 200 E. Gaines Street, Tallahassee, Florida 32399. Copies of the Code of Federal Regulation are also available online through the U.S. Government Printing Office via GPO Access: http://www.gpoaccess.gov/cfr/index.html.
Rulemaking Specific Authority 517.03(1) FS. Law Implemented 517.081(3) FS. History–(Formerly 3E-20.01) New 9-20-82, Formerly 3E-700.02, Amended 10-26-97, Formerly 3E-700.002, Amended________.
69W-700.015 Offering Price of Equity Securities.
(1) The offering price of securities that an issuer is seeking to register shall not exceed:
(a) The established market price, for the securities of the same class as that proposed to be offered; or
(b) A proposed price that reflects a price earnings ratio of securities of similar issuers in the same industry; and further provided that the issuer has a consistent record of earnings for the preceding three (3) fiscal years; or
(c) The proposed offering price established by an underwriter under a firm underwriting commitment, if the underwriter is registered under the Securities Exchange Act of 1934 (15 U.S.C. §§ 78a through 78oo (2006 & Supp. III)) and has the financial ability to perform its commitment in light of its net capital position. The federal statutes referenced in this rule are hereby incorporated by reference and may be obtained by mail from the Florida Office of Financial Regulation, Division of Securities, 200 E. Gaines Street, Tallahassee, Florida 32399. Copies of the United States Code are also available online through the U.S. House of Representatives, Office of the Law Revision Counsel: http://uscode.house.gov/download/downloadPDF.shtml.
(2) through (3) No change.
(4) As a condition to registration, the Office of Financial Regulation shall require an escrow of all promotional securities issued where the Office of Financial Regulation determines that the promoters are unfairly benefiting at the expense of the public shareholders. The escrow agreement shall comply with Section 517.181, F.S., on Form OFR-S-14-97, SCOR (Small Corporate Offering Registration) Application to Register Securities, which is incorporated by reference in subsection 69W-301.002(7), F.A.C., and shall include but not be limited to the following:
(a) through (d) No change.
Rulemaking Specific Authority 517.03(1) FS. Law Implemented 517.081(3), (7) FS. History–(Formerly 3E-20.15) New 9-20-82, Formerly 3E-700.15, Amended 11-30-97, Formerly 3E-700.015, Amended________.
69W-700.028 Small Corporate Offering Registration (“SCOR” Offering).
(1) For the purpose of compliance with the registration provisions of Section 517.081(3)(g)2., the issuer shall file an application on Form OFR-S-12-97, SCOR (Small Corporate Offering Registration) Application to Register Securities, which is incorporated by reference in subsection 69W-301.002(7), F.A.C. The application shall include:
(a) Three (3) copies of Form U-7, Small Corporate Offering Registration Form, which is incorporated by reference in subsection 69W-301.002(7), F.A.C.;
(b) An irrevocable written Uniform Consent to Service of Process, Form U-2 or Form OFR-S-5-91, and Uniform Corporate Resolution, Form U-2A or Form OFR-S-6-91, which are incorporated by reference in subsection 69W-301.002(7), F.A.C., as described in Section 517.101, F.S. It shall be the choice of the applicant to file either the Form U-2 or the Form OFR-S-5-91, either of which are acceptable to the office. It shall also be the choice of the applicant to file either the Form U-2A or Form OFR-S-6-91;
(c) Payment of the statutory fee as required in Section 517.081, F.S.;
(d) Exhibits, where applicable, as prescribed in Part II to Form OFR-S-12-97, SCOR (Small Corporate Offering Registration) Application to Register Securities, which is incorporated by reference in subsection 69W-301.002(7), F.A.C.
(2) through (3) No change.
Rulemaking Specific Authority 517.03(1) FS. Law Implemented 517.081(3), (7) FS. History–New 11-30-97, Formerly 3E-700.028, Amended________.