Term
| The process for registering securities: |
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Definition
- A statement of eligibility
- the name, address, and form of organization of the issuer
- a statement describing the offering
- a copy of the prospectus |
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Term
| Registration by Filing/Notification |
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Definition
| Method of registration used by well-established corporations meeting stringent financial requirements. The corporation must have federal registration with the SEC and simply notifies the Administrator that it is meeting all the requirements mandated by that state. |
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Term
| Registration by Qualification |
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Definition
| Method of registration that may be used in any state, for all types of securities; is used when the federal registration has already gone into effect or when there is no federal registration. Effective date is determined by the Administrator. |
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Term
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Definition
1.Issued or guaranteed by the U.S. government
2. Issued by Canadian government
3. Issued by a bank, savings institution, or trust co.
4. Issued by a federal savings and loan association.
5. Issued by an insurance co.
6. Issued by a railroad, common carrier, public utility, or holding company
7. Any listed on the New York Stock Exchange, the American stock Exchange,or any other stock exchange approved by the Administrator
8. Any issued by a non-profit organization
9. Promissory note, draft, bill of exchange, banker's acceptance maturing in 9 months of denominations of $50k or more.
10. Any investment contract issued in connection with an employee stock purchase, savings, pension, profit-sharing, or benefit plan if Admin. is notified 30 days before. |
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Term
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Definition
1. Any isolated nonissuer transaction
2. Any nonissuer transaction by a registered agent of a broker-dealer.
3. Any nonissuer transaction in a security of a company.
4. Any non issuer transaction effected through a registered broker-dealer on an unsolicited bases.
5. Any transactions between an issuer and an underwriter.
6. Any transaction in a bond secured by a real mortgage or dead of trust.
7. Any transaction by an executor, administrator, sheriff, marshal, trustee in bankruptcy, guardian, or conservator.
8. By a bona fide pedigree if the sale is not for the purpose of evading the Uniform Securities Act.
9. Any sale or offer to a financial institution.
10. Directed to not more than 10 persons other than an financial institution.
11. Any sale of a preorganization certificate where there's no commission and not more than 10 buyers
12. Involving existing security holders of the issuer.
13.Any offer of a security for which registration statement has been filed.
14. Any nonissuer transaction in the outstanding securities of a foreign issuer. |
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Term
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Definition
| Securities that are not required to be registered at the state level, but will be registered with the SEC. Include: public offerings, proxy solicitations, and periodic disclosures by issuers of nationally traded securities. |
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Term
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Definition
| Applies to certain federal covered securities; includes the consent to service of process, payment of filing fee, and may include copies of material filed with the SEC as part of the issuer's federal registration. |
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Term
| Registration Statement must specify: |
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Definition
- The amount of securities to be offered
- other states in which the registration statement has been or will be filed
- any adverse ruling entered in connection with the offering by a state regulatory authority, a court, or the SEC |
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Term
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Definition
| Is and advertisement placed by the underwriting syndicate. It is an announcement used to acquaint the public with a distribution of securities. It is not used to solicit orders for the purchase or sale of securities. |
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Term
| Registration by Coordination |
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Definition
| A method of registering if the same offering is being registered under the Securities Act of 1933. The issuer might be required to provide extensive additional documentation if the Administrator so requests. |
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Term
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Definition
20 days for federal registration.
10 days for state registration. |
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Term
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Definition
| This SEC rule covers securities sold within the borders of a single state. These securities are exempt from registering with the SEC but they would need to register within the state. |
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Term
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Definition
| Private placements of securities are issued under this regulation, which consists of Rules 501-507 that provide safe harbors for securities that meet their conditions. |
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Term
| Regulation D: Section 505 |
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Definition
| Securities issued under this section of Regulation D are not federal covered. |
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Term
| Regulation D: Section 506 |
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Definition
| Securities issued under this section of Regulation D are federally covered. |
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