Section 260.100.3 - Request for Order of Exemption(a) Any issuer whose notes, drafts, bills of exchange or banker's acceptances would be exempt from the qualification requirements of the Corporate Securities Law by virtue of subdivision (1) of Section 25100 but for the fact that such securities are to be offered and sold in amounts of less than $25,000 in the aggregate to any one purchaser may request an order of exemption pursuant to subdivision (1) of Section 25100 for such securities. Generally, unless otherwise stated in the order, the order of exemption shall be for a one-year period and may be renewed for additional periods upon submission and approval of subsequent requests for order of exemption.
The order of exemption shall only be applicable to the securities described in the request for the order when offered and sold in the manner described in the request for the order. The order of exemption will exempt the securities that are the subject of the order from the provisions of Sections 25110, 25120 and 25130 of the Corporate Securities Law.
(b) A request for such order of exemption, or for renewal thereof, shall be submitted to the Commissioner on the following form: | ___________________________File No. |
| ___________________________Date of Request |
DEPARTMENT OF BUSINESS OVERSIGHT STATE OF CALIFORNIAREQUEST FOR ORDER OF EXEMPTION PURSUANT TO SUBDIVISION (1) OF SECTION 25100 OF THE CORPORATE SECURITIES LAW OF 1968
1. ___________________________ (Name of Issuer)
2. ___________________________ (Address of Principal Executive Office of Issuer)
3.a. Is Issuer a corporation, partnership, bank, trust or other entity? ___________________________b. State of incorporation or jurisdiction under which organized __________4. Name and address of person to whom correspondence regarding this request should be addressed: ___________________________________________________
5.| (a) Title of securities | (b) Maturities (days or months) Min.-Max. | (c) Denominations Min.-Max. | (d) Renewable (yes or no) | (e) Minimum investment |
| ___________________________ | ___________________________ | ___________________________ | ___________________________ | ___________________________ |
| ___________________________ | ___________________________ | ___________________________ | ___________________________ | ___________________________ |
| (f) | (g) |
| Average dollar amount of such securities in minimum investments of less than $25,000 outstanding during previous 12 months | Average dollar amount of such securities outstanding during previous 12 months |
| California | Total | | California | Total |
| _____________$______________ | $ | ___________________________ | $ | ___________________________ | $ | ___________________________ |
| ___________________________ | | ___________________________ | | ___________________________ | | ___________________________ |
6. Briefly describe the business done by the Issuer and its parent or subsidiaries.7. Briefly describe the class or classes of persons to whom the securities will be offered and the manner in which such persons will be solicited for such offers. Explain the suitability of the security as an investment for the individuals to whom offers are made and explain any relationships between such individuals and the Issuer. Attach copies of any advertising or other information disclosing the nature of the investment that is utilized in the solicitation process.8. Briefly describe the terms of the securities, including renewal provisions or "roll-over" features. Describe the relationship between denomination, maturity, and rate of return, and the manner in which the Issuer establishes the rate of return. Explain whether the securities are sold at a discount or whether periodic interest payments are made. Attach a specimen certificate for each type of security to be issued pursuant to this exemption evidencing the security to be issued.9. State the principal transactions out of which the securities arise or the principal purposes for which the net proceeds of the sales of such securities are to be used and the approximate amount intended to be used for each such transaction or purpose.10. Attach as exhibits, if applicable, the following which are hereby incorporated by reference. a. Financial statements of the Issuer as required by Section 260.613 of Title 10 of the California Code of Regulations.b. Copies of the Issuer's most recent Form 10-K and Form 8-K filings with the Securities and Exchange Commission (or the filings of the parent if the Issuer has not made such filings).c. Copies of each of the most recent ratings by nationally recognized statistical rating organizations of the Issuer's securities issuable pursuant to the exemption under Section 25100 (l), or a description thereof if copies are not available.d. A schedule which sets forth the Issuer's ratio of earnings to fixed charges, current ratio, quick asset ratio and inventory turnover (all based on the Issuer's most current financial information).e. A copy of any "no action" letters issued by the Securities and Exchange Commission regarding whether the Issuer's securities are exempt from the registration requirements of the Securities Act of 1933 pursuant to Section 3(a)(3). If no such letters have been requested or received, attach an opinion of counsel that such securities are so exempt.11. Are any of the Issuer's securities in default?12. Describe any material changes which may have occurred subsequent to the dates of any financial statements or information submitted. Is the Issuer aware of any information which would give rise to questions regarding the ratings disclosed under Item 10c? If so, describe the information.13. There is no adverse order, judgment or decree entered in connection with Issuer's debt securities that are exempt pursuant to Section 25100 (l), or similar exemption in another jurisdiction, or Section 3(a)(3) of the Securities Act of 1933, by any state regulatory authority, any court, or the Securities and Exchange Commission, except as follows: (If none, so state)14. Submit any additional statements or information which will assist the Commissioner in determining whether qualification of such securities is necessary or appropriate in the public interest or for the protection of investors.15. The Issuer agrees, in the event it does not reapply for an exemption under Subdivision (1) of Section 25100, to furnish the information specified in Item 5 above for the period during which the exemption herein applied for is in effect, if granted, within 90 days after the expiration of such exemption. The Issuer has duly caused this request to be signed on its behalf by the undersigned, thereunto duly authorized.
_________________________
(Issuer)
By_______________________
(Title)
I certify (or declare) under penalty of perjury under the laws of the State of California that I have read this request and the exhibits thereto and know the contents thereof, and that the statements therein are true and correct.
Executed at _______________(Place) on __________(Date), 20___.
_________________________
(Signature)
Instruction: It is recognized that if this is the Issuer's first request for Order of Exemption, some of the information requested by this application may not be available to the Issuer. If any requested information is not available, the Issuer shall so state and explain why the information is not available. The Commissioner expects that all Issuers who intend to apply for this Order of Exemption on a continuous basis will take appropriate action subsequent to the initial request to obtain information that was unavailable for this request for submission in subsequent requests for Order of Exemption pursuant to Section 25100(l).
Cal. Code Regs. Tit. 10, § 260.100.3
1. New section filed 1-4-77; effective thirtieth day thereafter (Register 77, No. 2).
2. Section refiled 1-7-77; effective thirtieth day thereafter (Register 77, No. 2).
3. Editorial correction of NOTE filed 3-9-83 (Register 83, No. 11).
4. Amendment filed 2-11-85; effective thirtieth day thereafter (Register 85, No. 7).
5. Change without regulatory effect amending form filed 9-25-2002 pursuant to section 100, title 1, California Code of Regulations (Register 2002, No. 39).
6. Change without regulatory effect amending form heading within subsection (b) filed 8-13-2014 pursuant to section 100, title 1, California Code of Regulations (Register 2014, No. 33). Note: Authority cited: Sections 25100(l) and 25610, Corporations Code. Reference: Section 25100(l), Corporations Code.
1. New section filed 1-4-77; effective thirtieth day thereafter (Register 77, No. 2).
2. Section refiled 1-7-77; effective thirtieth day thereafter (Register 77, No. 2).
3. Editorial correction of NOTE filed 3-9-83 (Register 83, No. 11).
4. Amendment filed 2-11-85; effective thirtieth day thereafter (Register 85, No. 7).
5. Change without regulatory effect amending form filed 9-25-2002 pursuant to section 100, title 1, California Code of Regulations (Register 2002, No. 39).
6. Change without regulatory effect amending form heading within subsection (b) filed 8-13-2014 pursuant to section 100, title 1, California Code of Regulations (Register 2014, No. 33).