551.02 (4) “Commissioner" “
Division" means the commissioner division of securities.
27,6623
Section 6623
. 551.02 (7) (f) of the statutes is amended to read:
551.02 (7) (f) Other persons not within the intent of this subsection whom the commissioner division by rule or order designates.
27,6624
Section 6624
. 551.02 (12) of the statutes is amended to read:
551.02 (12) “Securities act of 1933", “securities exchange act of 1934", “investment company act of 1940", “investment advisers act of 1940" and “internal revenue code" mean the federal statutes of those names as amended on January 1, 1970, including such later amendments as the commissioner division determines are not inconsistent with the purpose of this chapter.
27,6625
Section 6625
. 551.22 (1) (a) of the statutes is amended to read:
551.22 (1) (a) Any security, including a revenue obligation, issued or guaranteed by the United States, any state, any political subdivision of a state or any agency or corporate or other instrumentality of one or more of the foregoing; or any certificate of deposit for any of the foregoing; but any revenue obligation payable from payments to be made in respect of property or money used under a lease, sale or loan arrangement by or for a nongovernmental industrial or commercial enterprise is exempted only as provided under par. (b). A security, other than a security issued or guaranteed by the United States or an agency or corporate instrumentality of the United States and other than a revenue obligation, is exempt under this subsection only if the issuer's financial statements are prepared according to generally accepted accounting principles or guidelines which the commissioner division designates by rule.
27,6626
Section 6626
. 551.22 (1) (b) (intro.) of the statutes is amended to read:
551.22 (1) (b) (intro.) Unless subject to a letter of credit of a bank, savings bank or savings and loan association as provided in this paragraph, a revenue obligation of an issuer specified under par. (a) that is payable from payments to be made in respect of property or money used under a lease, sale or loan arrangement by or for a nongovernmental industrial or commercial enterprise is exempted subject to rules adopted by the commissioner division. A revenue obligation is exempt from any filing under the rules of the commissioner division if it is the subject of an irrevocable letter of credit from a bank, savings bank or savings and loan association in favor of holders of the revenue obligations providing for payment of all principal of the revenue obligations and all accrued and unpaid interest to the date of an event of default on the revenue obligations, and the letter of credit is accompanied by an opinion of counsel stating:
27,6627
Section 6627
. 551.22 (7) of the statutes is amended to read:
551.22 (7) Any security listed, or approved for listing upon notice of issuance, on the New York stock exchange, the American stock exchange, or a securities exchange designated by rule of the commissioner
division; any security designated, or approved for designation upon notice of issuance, as a national market system security by the national association of securities dealers, inc., subject to rules that the commissioner
division may promulgate under this subsection; any security of the same issuer which is of senior or substantially equal rank to the security listed, designated or approved for listing or designation, except that if the security is any preferred stock or debt security the security is not exempt unless the issuer satisfies s. 551.235 (5) (d); any security called for by subscription rights or warrants so listed, approved or designated; or any warrant or right to purchase or subscribe to any of the foregoing.
27,6628
Section 6628
. 551.22 (8) of the statutes is amended to read:
551.22 (8) Any security issued to its members by a domestic corporation organized and operated not for private profit but exclusively for religious, educational, benevolent, charitable, fraternal, social, athletic or reformatory purposes; and any evidences of debt issued by any such corporation to nonmembers in compliance with rules adopted by the commissioner division.
27,6629
Section 6629
. 551.22 (9) of the statutes is amended to read:
551.22 (9) Any commercial paper meeting the requirements established by rule of the commissioner
division and which arises out of a current transaction or the proceeds of which have been or are to be used for current transactions, and which evidences an obligation to pay cash within 9 months of the date of issuance, exclusive of days of grace, or any renewal of such paper which is likewise limited, or any guarantee of such paper or of any such renewal.
27,6630
Section 6630
. 551.22 (10) of the statutes is amended to read:
551.22 (10) Any investment contract or other security issued in connection with an employe's stock purchase, savings, pension, profit sharing or similar benefit plan if, in the case of plans which are not qualified under section 401 of the internal revenue code and which provide for contribution by employes, there is filed with the commissioner division prior to any offer or sale a notice specifying the terms of the plan and any additional information required under s. 551.24 (6), and the commissioner
division does not by order disallow the exemption within 10 days after the date of filing the notice or, if additional information is required under s. 551.24 (6), within 10 days after the date of filing that information.
27,6631
Section 6631
. 551.22 (14) of the statutes is amended to read:
551.22 (14) Any security issued by a licensed broker-dealer to its officers, partners or employes, subject to rules adopted by the commissioner division.
27,6632
Section 6632
. 551.22 (17) of the statutes is amended to read:
551.22 (17) Any security as to which the commissioner division by rule or order finds that registration is not necessary or appropriate for the protection of investors.
27,6633
Section 6633
. 551.23 (2) of the statutes is amended to read:
551.23 (2) Any nonissuer transaction effected by or through a licensed broker-dealer pursuant to an unsolicited order or offer to purchase; but the commissioner division may by rule require that the records of the broker-dealer confirm that the order or offer to purchase was unsolicited.
27,6634
Section 6634
. 551.23 (3) (c) of the statutes is amended to read:
551.23 (3) (c) Securities of the same class have been registered under the securities act of 1933 and there is filed with the commissioner division prior to any offer or sale a notice of the proposed sale, other information as the commissioner division by rule requires and any additional information required under s. 551.24 (6), and the commissioner division does not by order disallow the exemption within 10 days after the date of filing the notice or, if additional information is required under s. 551.24 (6), within 10 days after the date of filing that information; or
27,6635
Section 6635
. 551.23 (3) (d) of the statutes is amended to read:
551.23 (3) (d) The issuer or applicant files with the commissioner division such information, and an undertaking to file such reports, as the commissioner
division by rule requires and any additional information required under s. 551.24 (6), and the commissioner division does not by order disallow the exemption within 10 days after the date of filing such information required by rule or, if additional information is required under s. 551.24 (6), within 10 days after the date of filing that information.
27,6636
Section 6636
. 551.23 (8) (f) of the statutes is amended to read:
551.23 (8) (f) Any financial institution or institutional investor designated by rule or order of the commissioner division.
27,6637
Section 6637
. 551.23 (8) (g) of the statutes is amended to read:
551.23 (8) (g) An individual accredited investor, as defined by rule of the commissioner division, if the issuer reasonably believes immediately before the sale that the individual accredited investor, either alone or with the individual accredited investor's representative, has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the prospective investment.
27,6638
Section 6638
. 551.23 (9) of the statutes is amended to read:
551.23 (9) Any offer or sale of a preorganization subscription, if no commission or other remuneration is paid or given directly or indirectly for soliciting any subscriber in this state and no advertising is published or circulated unless it has been permitted by the commissioner division, and if the subscription is not binding and no payment is made by any subscriber until the securities subscribed for may legally be sold.
27,6639
Section 6639
. 551.23 (10) of the statutes is amended to read:
551.23 (10) Any offer or sale of its securities by an issuer having its principal office in this state, if the aggregate number of persons holding directly or indirectly all of the issuer's securities, after the securities to be issued are sold, does not exceed 15, exclusive of persons under sub. (8), if no commission or other remuneration is paid or given directly or indirectly for soliciting any person in this state, except to broker-dealers and agents licensed in this state, and if no advertising is published unless it has been permitted by the commissioner division.
27,6640
Section 6640
. 551.23 (11) (b) of the statutes is amended to read:
551.23 (11) (b) The commissioner
division may by rule or order, as to any security or transaction or any type of security or transaction, withdraw or further condition this exemption, or increase or decrease the number of offerees permitted, or waive the conditions in par. (a), and may require reports of sales under this exemption.
27,6641
Section 6641
. 551.23 (12) of the statutes is amended to read:
551.23 (12) Any transaction pursuant to an offer to existing security holders of the issuer, other than an entity designated in s. 551.52 (1) (b), or of a corporation which, prior to the offer, owned substantially all of the voting stock of the issuer or whose controlling persons organized the issuer for the purpose of the offer, if no commission or other remuneration other than a standby commission is paid or given directly or indirectly for soliciting any security holder in this state, and if, prior to any offer or sale, the issuer files a notice specifying the terms of the offer, all other information which the commissioner
division by rule requires and any additional information required under s. 551.24 (6), and the commissioner
division does not by order disallow the exemption within 10 days after the date of filing the notice or, if additional information is required under s. 551.24 (6), within 10 days after the date of filing that information. In this subsection, “security holder" includes a person who at the time of the transaction is a holder of convertible securities or nontransferable warrants or a holder of transferable warrants that are exercisable within not more than 90 days of their issuance but does not include a person who at the time of the transaction is a holder of only transferable warrants that are exercisable for more than 90 days after their issuance.
27,6642
Section 6642
. 551.23 (15) (intro.) of the statutes is amended to read:
551.23 (15) (intro.) Any offer or sale of an evidence of debt issued by a corporation organized and operated not for private profit but exclusively for religious, educational, benevolent or charitable purposes if the security qualifies under this exemption, and if there has been filed with the commissioner division prior to any offer or sale a notice identifying the security and the basis of its qualification under this exemption together with any further information as the commissioner division by rule or order requires, and any additional information required under s. 551.24 (6), and if the commissioner division does not by order disallow the exemption within 10 days after the date of filing the notice or, if additional information is required under s. 551.24 (6), within 10 days after the date of filing that information. The security qualifies under this exemption if the issuer and any predecessor have not defaulted within the current fiscal year or the 3 preceding fiscal years in any fixed interest or principal obligation; and the issuer complies with rules of the commissioner division with respect to trust indentures and the use of a prospectus; and the security qualifies under either of the following:
27,6643
Section 6643
. 551.23 (15) (a) of the statutes is amended to read:
551.23 (15) (a) The issuer and its predecessors have not been in existence for 3 years, and the securities proposed to be sold are secured by a mortgage or deed of trust upon land and buildings which is or will become a first lien at or prior to the issuance of such evidences of debt or provision satisfactory to the commissioner
division is made for impounding the proceeds from their sale until such first lien is established, and the total amount of such securities does not exceed 50% of the then fair market value of the land and buildings included in such mortgage or deed of trust, less the amount of any unpaid special assessment taxes; or
27,6644
Section 6644
. 551.23 (18) of the statutes is amended to read:
551.23 (18) Any other transaction as to which the commissioner division by rule or order finds that registration is not necessary or appropriate for the protection of investors.
27,6645
Section 6645
. 551.23 (19) (c) 2. a. of the statutes is amended to read:
551.23 (19) (c) 2. a. Any disqualification under this paragraph involving a broker-dealer or agent is waived if the broker-dealer or agent is or continues to be licensed in this state as a broker-dealer or agent after notifying the commissioner division of the act or event causing disqualification.
27,6646
Section 6646
. 551.23 (19) (c) 2. b. of the statutes is amended to read:
551.23 (19) (c) 2. b. The commissioner division may waive any disqualification under this paragraph upon a showing of good cause that it is not necessary under the circumstances that use of the exemption be denied.
27,6647
Section 6647
. 551.23 (19) (d) of the statutes is amended to read:
551.23 (19) (d) Not later than the earlier of the date on which the first use of an offering document or the first sale is made in this state in reliance on the exemption under par. (a), there is filed with the commissioner
division a notice comprised of offering material in compliance with the requirements of Rule 502 of Regulation D under the securities act of 1933, a completed Form D as prescribed by Rule 503 of Regulation D under the securities act of 1933, and a fee of $200. Material amendments to the offering document shall be filed with the commissioner division not later than the date of their first use in this state.
27,6648
Section 6648
. 551.23 (19) (f) of the statutes is amended to read:
551.23 (19) (f) The commissioner
division may, by order, increase the number of purchasers or waive any other conditions of the exemption under par. (a) for a particular offering. The commissioner division shall not require the filing of advertising used in connection with offers or sales in reliance on the exemption. The exemption may be revoked by order of the commissioner division, but only if the offering constitutes or would constitute a violation of s. 551.31 and notice thereof has been received by the issuer, or constitutes or would constitute a violation of s. 551.41.
27,6649
Section 6649
. 551.235 (intro.) of the statutes is amended to read:
551.235 Seasoned issuer exempt transactions. (intro.) A registration exemption is available for any offer or sale of securities that meets all of the following conditions or that meets all of the following conditions other than any condition or conditions waived by the commissioner division upon a showing of good cause:
27,6650
Section 6650
. 551.235 (6) (a) (intro.) of the statutes is amended to read:
551.235 (6) (a) Filing requirements. (intro.) The issuer or applicant files all of the following with the commissioner division:
27,6651
Section 6651
. 551.235 (6) (a) 5. of the statutes is amended to read:
551.235 (6) (a) 5. An undertaking, signed by a person authorized by the issuer or applicant, to file promptly with the commissioner division all pre-effective amendments to the federal registration statement for the securities, to notify promptly the commissioner division by telephone or wire of the date and time when the federal registration statement becomes effective and to file promptly with the commissioner division 2 copies of the final prospectus.
27,6652
Section 6652
. 551.235 (6) (b) of the statutes is amended to read:
551.235 (6) (b) Time for filing. The documents and fee prescribed in par. (a) are filed with the commissioner division not later than the earlier of the date of the first use of the preliminary or final offering document in this state or the first sale in this state.
27,6653
Section 6653
. 551.24 (1) of the statutes is amended to read:
551.24 (1) The commissioner
division may by order deny or revoke any exemption under s. 551.22, 551.23 or 551.235 with respect to a specified security or transaction.
27,6654
Section 6654
. 551.24 (2) of the statutes is amended to read:
551.24 (2) If the public interest and the protection of investors so require, the commissioner division may by order summarily deny or revoke any exemption under s. 551.22, 551.23 or 551.235 with respect to a specified security or transaction. Upon entry of the order, the commissioner division shall serve upon all named parties a copy of the order and notify the parties of their right to request a hearing.
27,6655
Section 6655
. 551.24 (4) (intro.) of the statutes is amended to read:
551.24 (4) (intro.) A person who offers or sells a security pursuant to an exemption under s. 551.22, 551.23 or 551.235 after the exemption is denied or revoked by an order of the commissioner division does not violate s. 551.21 (1) if:
27,6656
Section 6656
. 551.24 (6) of the statutes is amended to read:
551.24 (6) With respect to an exemption under s. 551.22 or 551.23 that is perfected if a notice or other information is filed with the commissioner division and the commissioner division does not disallow the exemption within a specified period after the filing, the commissioner division may, within 10 days after the filing date of the notice or other information, require that additional information reasonably related to the offering be filed. If the commissioner division requires additional information, the date by which the commissioner division may disallow the exemption is 10 days after the date of filing that information.
27,6657
Section 6657
. 551.25 (2) (b) of the statutes is amended to read:
551.25 (2) (b) If the commissioner division by rule or otherwise requires, a copy of the articles of incorporation and bylaws or their substantial equivalents currently in effect, a copy of any agreements with or among underwriters, a copy of any indenture or other instrument governing the issuance of the security to be registered, and a specimen or copy of the security;
27,6658
Section 6658
. 551.25 (2) (c) of the statutes is amended to read:
551.25 (2) (c) If the commissioner division requires, any other information, or copies of any documents, filed under the securities act of 1933; and
27,6659
Section 6659
. 551.25 (2) (d) of the statutes is amended to read:
551.25 (2) (d) An undertaking to forward all future amendments to the federal prospectus, other than an amendment which merely delays the effective date of the registration statement, not later than the first business day after they are forwarded to or filed with the securities and exchange commission, or such longer period as the commissioner division permits.
27,6660
Section 6660
. 551.25 (3) (a) 2. of the statutes is amended to read:
551.25 (3) (a) 2. The registration statement has been on file with the commissioner division for at least 10 days.
27,6661
Section 6661
. 551.25 (3) (a) 3. of the statutes is amended to read:
551.25 (3) (a) 3. A statement of the maximum and minimum proposed offering prices and the maximum underwriting discounts and commissions has been on file for 2 full business days or such shorter period as the commissioner division permits, and the offering is made within these limitations.
27,6662
Section 6662
. 551.25 (3) (b) of the statutes is amended to read:
551.25 (3) (b) The registrant shall promptly notify the commissioner division by telephone or telegram of the date and time when the federal registration statement became effective and the content of the price amendment, if any, and shall promptly file a post-effective amendment containing the information and documents in the price amendment. “Price amendment" means the final federal amendment which includes a statement of the offering price, underwriting and selling discounts or commissions, amount of proceeds, conversion rates, call prices and other matters dependent upon the offering price. Upon failure to receive the required notification and post-effective amendment with respect to the price amendment, the commissioner division may enter a stop order, without notice or hearing, retroactively denying effectiveness to the registration statement or suspending its effectiveness until compliance with this subsection is effected, if the commissioner division promptly notifies the registrant by telephone or telegram of the issuance of the order. If the registrant proves compliance with the requirements of this subsection as to notice and post-effective amendment, the stop order shall be vacated. The commissioner division may by rule or otherwise waive any of the conditions specified in par. (a). If the federal registration statement becomes effective before all the conditions in this subsection are satisfied and they are not waived, the registration statement automatically becomes effective as soon as all the conditions are satisfied. If the registrant advises the commissioner division of the date when the federal registration statement is expected to become effective, the commissioner division shall promptly advise the registrant by telephone or telegram, at the registrant's expense, whether all the conditions are satisfied and whether the commissioner division then contemplates the institution of a proceeding under s. 551.28; but this advice by the commissioner division does not preclude the institution of such a proceeding at any time.
27,6663
Section 6663
. 551.26 (2) of the statutes is amended to read:
551.26 (2) A registration statement under this section shall contain the information specified in s. 551.27 (2), shall be accompanied by the consent to service of process required by s. 551.65 (1), and shall contain such further information and be accompanied by such further documents as the commissioner division by rule or otherwise requires. For this purpose the commissioner
division may classify issuers and types of securities.
27,6664
Section 6664
. 551.26 (3) of the statutes is amended to read:
551.26 (3) Registration under this section becomes effective when the commissioner division so orders. If a registration statement has been on file for at least 30 days and all information required by the commissioner division has been furnished, the person filing the statement may at any time file a written request that the commissioner division take action within 10 days following the filing of such request. If a request is filed, and the commissioner division takes no action within the period, the registration becomes effective at the end of the 10-day period.
27,6665
Section 6665
. 551.26 (4) of the statutes is amended to read:
551.26 (4) The commissioner
division may by rule or order require as a condition of registration under this section that a prospectus containing any designated part of the information contained in the registration statement or filed with it be sent or given to each person to whom an offer is made before or concurrently with the first written offer made to the person, otherwise than by means of a public advertisement, by or for the account of the issuer or any other person on whose behalf the offering is made, or by any underwriter or broker-dealer who is offering part of an unsold allotment or subscription taken by him or her as a participant in the distribution; or the confirmation of any sale made by or for the account of any person; or the payment pursuant to any sale; or the delivery of the security pursuant to any sale; whichever first occurs.
27,6666
Section 6666
. 551.27 (1) of the statutes is amended to read:
551.27 (1) A registration statement may be filed by the issuer, any other person on whose behalf the offering is to be made or a licensed broker-dealer, but the commissioner division may in specific cases require that it be executed by the issuer.
