Or. Admin. Code § 441-035-0300

Current through Register Vol. 63, No. 11, November 1, 2024

Section 441-035-0300 - Certain Compensatory Benefit Plans

(1) Except as provided in subsection (4) of this rule, under ORS 59.035(15), the offer and sale of securities by an issuer pursuant to a compensatory benefit plan offering that is exempt under SEC Rule 701 (17 CFR 230.701) is exempt from registration provided that the issuer submits:

(a) Notice to the Director on an approved form is provided no later than 30 days after the initial offer and sale of any a security subject to this exemption; and

(b) Payment of a fee of 1/10 of 1% of the amount offered in Oregon, with a minimum fee of $200 and a maximum fee of $1,500.

(c) Options to purchase securities become subject to the notice and fee requirements of this section when the option grant is made regardless of when the option becomes exercisable.

(2) This rule shall only apply to offers and sales where the federal exemption under 17 CFR 230.701 is available to the issuer for this offering.

(3) The filing is effective as of the date the securities sold in reliance on this exemption are offered and sold provided that the filing and fee requirements under subsection (1) or (4) are satisfied. Upon receipt of a filing, the Director shall provide written acknowledgment of the filing to the person submitting the request for the filing. An improvident failure by the Director to acknowledge the filing shall not invalidate the filing.

(4)

(a) Failure to file the notice according to subsection (1)(a) of this rule does not affect the availability of this exemption provided that, within 15 business days after discovery of the failure to file or after demand by the director, whichever occurs first, the issuer files the notice and pays the Director a fee equal to the maximum aggregate fee payable had the transaction been qualified under subsection (1)(b) of this rule.

(b) Securities previously registered under OAR 441-065-0270 are not subject to the fee requirements of (1)(b) as a condition of reliance on this exemption.

(5) If an issuer becomes subject to the reporting requirements of section 13 or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78a et seq.) after it has made offers in reliance on this exemption, the issuer may nevertheless rely on this exemption to sell the securities previously offered to the persons to whom those offers were made.

(6) Under ORS 59.015(18)(b)(B), an individual employed by the issuer of a security sold in reliance on this exemption is not required to be licensed in Oregon to offer or sell securities under the plan.

(7)

(a) A filer shall amend the notice on a firm approved by the director when there are material changes in the terms and conditions of the original notice or Plan. "Material changes in the terms and conditions of the original notice or plan" means an increase in the aggregate amount of securities to be offered in Oregon, change in the type of securities or change in the identity of the issuer or owner.

(b) Notice of an amendment to increase the aggregate amount of securities to be offered in Oregon shall include the fee calculated in accordance with subsection (1)(b), less amounts previously paid under the prior notice. The amendment fee may not be less than $100.

(c) The notice is effective when received by the director.

(8) Offers and sales exempt under this rule are deemed to be a part of a single, discrete offering and are not subject to integration with any other offers or sales, whether registered under ORS 59.065 or otherwise exempt from registration under ORS 59.025 or ORS 59.035.

(9) This rule relates to transactions exempted from the registration requirements of ORS 59.065. These transactions are still subject to the antifraud, civil liability, or other provisions of the Oregon Securities Law.

Or. Admin. Code § 441-035-0300

FSR 2-2017, f. 1-31-17, cert. ef. 2/1/2017

Stat. Auth.: ORS 59.035, 59.065 & 59.285

Stats. Implemented: ORS 59.035, 59.065 & 59.285