Okla. Admin. Code § 660:11-11-21

Current through Vol. 41, No. 19, June 17, 2024

Section 660:11-11-21 - Not for profit debt securities notice filing

(a)Securities exempt. With respect to the offer or sale of a note, bond, debenture, or other evidence of indebtedness, such issuers relying upon the exemption from registration provided in Section 1-201.7 of the Securities Act shall file a notice with the Administrator at least ten (10) full business days prior to the first offering of sale pursuant to such claim. Such exemption shall become effective ten (10) full business days after the filing of a complete notice if the Administrator has not disallowed the exemption.

(b)Notice information. The notice required in (a) shall specify, in writing, the material terms of the proposed offer or sale to include, although not limited to, the following:

(1) the identity of the issuer;

(2) the amount and type of securities to be sold pursuant to the exemption;

(3) a description of the use of proceeds of the securities; and

(4) the person or persons by whom offers and sales will be made.

(c)Notice requirements. The following items must be included as a part of the notice in (a):

(1) the offering statement, if any;

(2) a consent to service of process on Form U-2 and (if applicable) Form U-2A; and

(3) the fee required by Section 1-612 of the Securities Act.

(d)Sales and advertising literature. All proposed sales and advertising literature to be used in connection with the proposed offer or sale of the securities shall be filed with the Administrator only upon request.

(e)NASAA Statements of Policy or guidelines. The Statements of Policy or guidelines adopted by NASAA may be applied, as applicable, to the proposed offer or sale of a security for which a notice must be filed pursuant to this rule. Failure to comply with the provisions of an applicable Statement of Policy or guideline promulgated by NASAA may serve as the grounds for disallowance of the exemption from registration provided by Section 1-201.7 of the Securities Act.

(f)Waiver. The Administrator may waive any term or condition set forth in this rule.

Okla. Admin. Code § 660:11-11-21

Added at 21 Ok Reg 2532, eff 7-1-04