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.
27,6667
Section 6667
. 551.27 (4) of the statutes is amended to read:
551.27 (4) The commissioner
division may by rule or otherwise permit the omission of any item of information or document from any registration statement.
27,6668
Section 6668
. 551.27 (5) of the statutes is amended to read:
551.27 (5) The commissioner
division may by rule or order require as a condition of registration, and at the expense of the applicant or registrant, that a report by an accountant, engineer, appraiser or other professional person be filed. The commissioner division may also designate one of the commissioner's division's employes to make an examination of the business and records of an issuer of securities for which a registration statement has been filed by qualification or coordination, at the expense of the applicant or registrant.
27,6669
Section 6669
. 551.27 (7) of the statutes is amended to read:
551.27 (7) The commissioner
division may by rule or order require as a condition of registration that any security issued within the past 3 years or to be issued to a promoter for a consideration substantially different from the public offering price, or to any person for a consideration other than cash, be deposited in escrow; or that the proceeds from the sale of the registered security in this state be impounded until the issuer receives a specified amount from the sale of the security either in this state or elsewhere; or the commissioner division may impose both such requirements. The commissioner division may by rule or order determine the conditions of any escrow or impounding required hereunder, but the commissioner division may not reject a depository solely because of location in another state.
27,6670
Section 6670
. 551.27 (8) of the statutes is amended to read:
551.27 (8) The commissioner
division may by rule require that securities of designated classes shall be issued under a trust indenture containing such provisions as the commissioner division determines.
27,6671
Section 6671
. 551.27 (9) of the statutes is amended to read:
551.27 (9) The commissioner
division may by rule or order require as a condition of registration that any security registered be sold only on a specified form of subscription or sale contract, and that a signed or conformed copy of each contract be filed with the commissioner
division or preserved for any period up to 3 years.
27,6672
Section 6672
. 551.27 (10) of the statutes is amended to read:
551.27 (10) The commissioner division may by rule or order impose other conditions under which a security registered by qualification or coordination may be sold, if these conditions are reasonable and in the public interest.
27,6673
Section 6673
. 551.27 (11) of the statutes is amended to read:
551.27 (11) A registration statement is effective for one year from its effective date unless extended by rule or order of the commissioner division. All outstanding securities of the same class as a registered security are considered to be registered for the purpose of any transaction by or on behalf of a person not the issuer and not in control of the issuer or controlled by the issuer or under common control with the issuer, so long as the registration statement is effective, unless otherwise prescribed by order. A registration statement may not be withdrawn after its effective date if any of the securities registered have been sold in this state, unless permitted by rule or order of the commissioner division. No registration statement is effective during the time a stop order is in effect under s. 551.28.
27,6674
Section 6674
. 551.27 (12) of the statutes is amended to read:
551.27 (12) During the effective period of a registration statement, the commissioner division may by rule or order require the person who filed the registration statement to file reports, not more often than quarterly, to keep reasonably current the information contained in the registration statement and to disclose the progress of the offering. If any of the securities registered have been sold in the state, the commissioner division may by rule or order extend the period for filing the reports for an additional period not exceeding 2 years from the date the registration became effective or the date of its last amendment or extension.
27,6675
Section 6675
. 551.27 (14) of the statutes is amended to read:
551.27 (14) A registration statement relating to securities issued by any class of financial institutions, which the commissioner division by rule determines, may be amended after its effective date so as to increase the specified amount of securities proposed to be offered. The amendment becomes effective when the commissioner division so orders.
27,6676
Section 6676
. 551.27 (15) of the statutes is amended to read:
551.27 (15) No warrant or right to purchase or subscribe to another security and no security convertible into another security shall be registered unless it appears to the commissioner division that both the warrant or right or convertible security and the securities deliverable on the exercise of the warrant or right or conversion privilege comply with this chapter.
27,6677
Section 6677
. 551.28 (1) (intro.) of the statutes is amended to read:
551.28 (1) (intro.) The commissioner division may issue a stop order denying effectiveness to, or suspending or revoking the effectiveness of, any registration statement if the commissioner division finds that the order is in the public interest and that:
27,6678
Section 6678
. 551.28 (1) (c) of the statutes is amended to read:
551.28 (1) (c) The securities are the subject of an administrative stop order or similar order or a permanent or temporary injunction of any court of competent jurisdiction entered under any other federal or state act applicable to the offering, but the commissioner division may not institute a proceeding against an effective registration statement under this paragraph more than one year from the date of the order or injunction relied on, and the commissioner division may not enter an order under this paragraph on the basis of an order or injunction entered under any other state act unless that order or injunction was based on facts which would currently constitute a ground for a stop order under this section;
27,6679
Section 6679
. 551.28 (1) (g) of the statutes is amended to read:
551.28 (1) (g) The applicant or registrant has failed to pay the proper filing fee; but the commissioner
division may enter only a denial order under this paragraph and the commissioner division shall vacate any such order when the deficiency has been corrected;
27,6680
Section 6680
. 551.28 (2) of the statutes is amended to read:
551.28 (2) The commissioner
division may not institute a stop order proceeding against an effective registration statement on the basis of a fact or transaction known to the commissioner division when the registration statement became effective unless the proceeding is instituted within 180 days after the effective date.
27,6681
Section 6681
. 551.28 (3) of the statutes is amended to read:
551.28 (3) In a proceeding for registration by qualification, the applicant or registrant has the burden of satisfying the requirements of sub. (1). In a proceeding for registration by coordination, the commissioner
division has the burden of establishing the existence of one of the causes enumerated in sub. (1).
27,6682
Section 6682
. 551.28 (4) of the statutes is amended to read:
551.28 (4) If the public interest and the protection of investors so require, the commissioner division may, by order, summarily deny, postpone, suspend or revoke the effectiveness of the registration statement. Upon the 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.
27,6683
Section 6683
. 551.28 (6) of the statutes is amended to read:
551.28 (6) The commissioner
division may vacate or modify a stop order if the commissioner division finds that the conditions which prompted its entry have changed or that it is otherwise in the public interest to do so.
27,6684
Section 6684
. 551.28 (7) of the statutes is amended to read:
551.28 (7) Subsection (1) (e) and (f) does not apply to the issuance or sale of securities to any person who meets investor financial suitability standards if all material information in connection with the issuance or sale is disclosed to all purchasers. A purchaser shall affirm in writing that the person purchasing securities meets the investor financial suitability standards. The commissioner division shall promulgate rules that establish investor financial suitability standards relating to minimum net worth and to minimum net worth and minimum annual income.
27,6685
Section 6685
. 551.31 (2) (b) 2. of the statutes is amended to read:
551.31 (2) (b) 2. More than one broker-dealer or more than one issuer, or both, if an application that complies with par. (c) is filed with the commissioner
division and the commissioner division, in writing, permits the representation.
27,6686
Section 6686
. 551.31 (2) (c) of the statutes is amended to read:
551.31 (2) (c) The commissioner
division shall by rule specify the required contents and form of an application filed under par. (b) 2.
27,6687
Section 6687
. 551.31 (2) (d) of the statutes is amended to read:
551.31 (2) (d) When an agent terminates employment with a broker-dealer or issuer, or terminates those activities which make that individual an agent, or transfers employment between licensed broker-dealers, the agent, the broker-dealer or the issuer shall promptly file a notice in accordance with rules adopted by the commissioner division.
27,6688
Section 6688
. 551.31 (4) of the statutes is amended to read:
551.31 (4) Every license expires one year from its effective date unless renewed, or unless the license is limited or extended for not more than 6 months by rule or order for the purpose of administering the licensing statutes in this chapter. The commissioner division by rule or order may prepare an initial schedule for license renewals so that subsequent renewals of licenses effective January 1, 1970, may be staggered by calendar months. For this purpose the commissioner division may adjust the license fee proportionately. No license is effective after its expiration, and expiration of a license for which a renewal application has not been filed is deemed an application for withdrawal under s. 551.34 (6).
27,6689
Section 6689
. 551.31 (5) of the statutes is amended to read:
551.31 (5) A bank, savings institution or trust company not licensed as a broker-dealer may execute orders for the purchase or sale of securities as agent for the purchaser or seller thereof in accordance with rules adopted by the commissioner division.
27,6690
Section 6690
. 551.31 (7) (b) of the statutes is amended to read:
551.31 (7) (b) An application to amend the agent's license to name each additional limited partnership or investment company as the agent's employer is filed with and approved by the commissioner division before the agent makes any offers or sales in this state on behalf of the additional limited partnership or investment company.
27,6691
Section 6691
. 551.32 (1) (a) of the statutes is amended to read:
551.32 (1) (a) A broker-dealer, agent or investment adviser may obtain an initial or renewal license by filing with the commissioner division, or an organization which the commissioner division by rule designates, an application together with a consent to service of process under s. 551.65 (1).
27,6692
Section 6692
. 551.32 (1) (b) of the statutes is amended to read:
551.32 (1) (b) An application under par. (a) shall contain whatever information the commissioner division by rule requires concerning the applicant's form and place of organization, proposed method of doing business and financial condition, the qualifications and experience of the applicant, including, in the case of a broker-dealer or investment adviser, the qualifications and experience of any partner, officer, director or controlling person, any injunction or administrative order or conviction of a misdemeanor involving securities and any conviction of a felony, and any other matters which the commissioner
division determines are relevant to the application. The commissioner division may by rule or order require an applicant for an initial license to publish an announcement of the application in one or more specified newspapers published in this state.
