Okla. Admin. Code § 660:11-9-13

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

Section 660:11-9-13 - Amendments to registration statements

(a)Requirement to amend. A correcting amendment to an effective Registration Statement shall be prepared and submitted to the Department any time that the information contained therein becomes inaccurate or incomplete in any material respect. The responsibility for identifying and reporting a material change lies with the registrant. Any of the following changes are likely to be the basis for filing a correcting amendment; however, the following is not intended to be a comprehensive listing of specific events or conditions which might give rise to such a filing:

(1) changes in officers, directors and other management personnel identified in the Registration Statement, including those persons who would have been identified in the Registration Statement had the change occurred prior to making the initial filing;

(2) a change of 10% or more in the equity ownership of the issuer by persons identified in the Registration Statement as principal security holders or by persons who would have been so described had the change occurred prior to making the initial filing;

(3) changes in the issuer's aims, objectives, business enterprise, operations or activities;

(4) a change in any designated Use of Proceeds item;

(5) impairment of the issuer's assets, the issuer's insolvency or the filing of a petition for bankruptcy by or for the issuer;

(6) management's intention to dispose of a significant portion of an issuer's assets, or the actual occurrence of such disposal;

(7) changes in the compensation arrangements described in the Registration Statement for promoters, general partners or sponsors of the issuer, including controlling persons of such promoters, general partners or sponsors, who are identified in the Registration Statement, or who would have been so identified had a change occurred prior to making the initial filing;

(8) changes in underwriting terms;

(9) any agreement in principle to enter into a business combination;

(10) changes in the industry, the economy, or in laws or regulations governing the industry, if disclosures in the Registration Statement are affected by the changes or if the condition resulting from such changes would have resulted in a disclosure requirement had the changes occurred prior to making the initial filing.

(b)Time of filing and undertaking.

(1) Every Registration Statement shall contain an undertaking by the applicant to file correcting amendments to the Registration Statement whenever the information in the Registration Statement becomes inaccurate or incomplete in any material respect by the earlier of:

(A) two business days after filing such amendment with the SEC, or

(B) fifteen business days following the event giving rise to the amendment.

(2) If not registered with the SEC, registrants shall file an amended Registration Statement if required within fifteen (15) business days following the event giving rise to the amendment, and in no event, not less often than annually as a part of the Annual Report required by 660:11-9-51.

(c)Contents of filing. Each filing of a correcting amendment to a Registration Statement shall contain a copy of each item of the Registration Statement which has been changed, with all changes clearly marked. To be complete, a filing of a correcting amendment to the Registration Statement shall contain a report of material changes setting forth a summary of each material change and indicating the location of such change in the documents filed. Neither the Administrator nor any member of his staff shall be held to have taken notice of any item of material change not summarized in such a report.

(d)Effect of failure to amend. Solicitation of prospective investors through utilization of a Prospectus containing information which is inaccurate or incomplete in any material respect is a violation of Section 1-501 of the Securities Act and constitutes a basis for suspending or revoking the effectiveness of a Registration Statement under Section 1-306.A.7.a of the Securities Act. Failure to report to the Department and disclose to prospective investors a material change that occurs after the effective date of a Registration Statement and prior to the sale of a security is a violation of Section 1-501 of the Securities Act and a basis for the suspension or revocation of the registration under Section 1-306.A.7.a of the Securities Act. Nothing in this section shall be construed to require any open-end investment company registered under the 1940 Act and the Securities Act to disclose fluctuations in its investment portfolio.

Okla. Admin. Code § 660:11-9-13

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