AB150: Bill Text

AB150,2160,9 551.23 (3) (c) Securities of the same class have been registered under the securities act of 1933 and there is filed with the commissioner department prior to any offer or sale a notice of the proposed sale, other information as the commissioner department by rule requires and any additional information required under s. 551.24 (6), and the commissioner department 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

AB150, s. 6635 Section 6635. 551.23 (3) (d) of the statutes is amended to read:

AB150,2160,17 551.23 (3) (d) The issuer or applicant files with the commissioner department such information, and an undertaking to file such reports, as the commissioner department by rule requires and any additional information required under s. 551.24 (6), and the commissioner department 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.

AB150, s. 6636 Section 6636. 551.23 (8) (f) of the statutes is amended to read:

AB150,2160,20 551.23 (8) (f) Any financial institution or institutional investor designated by rule or order of the commissioner department.

AB150, s. 6637 Section 6637. 551.23 (8) (g) of the statutes is amended to read:

AB150,2161,2 551.23 (8) (g) An individual accredited investor, as defined by rule of the commissioner department, 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.

AB150, s. 6638 Section 6638. 551.23 (9) of the statutes is amended to read:

AB150,2161,9 551.23 (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 department, and if the subscription is not binding and no payment is made by any subscriber until the securities subscribed for may legally be sold.

AB150, s. 6639 Section 6639. 551.23 (10) of the statutes is amended to read:

AB150,2161,17 551.23 (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 department.

AB150, s. 6640 Section 6640. 551.23 (11) (b) of the statutes is amended to read:

AB150,2161,23 551.23 (11) (b) The commissioner department 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.

AB150, s. 6641 Section 6641. 551.23 (12) of the statutes is amended to read:

AB150,2162,17 551.23 (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 department by rule requires and any additional information required under s. 551.24 (6), and the commissioner department 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.

AB150, s. 6642 Section 6642. 551.23 (15) (intro.) of the statutes is amended to read:

AB150,2163,8 551.23 (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 department 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 department by rule or order requires, and any additional information required under s. 551.24 (6), and if the commissioner department 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 department with respect to trust indentures and the use of a prospectus; and the security qualifies under either of the following:

AB150, s. 6643 Section 6643. 551.23 (15) (a) of the statutes is amended to read:

AB150,2163,17 551.23 (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 department 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

AB150, s. 6644 Section 6644. 551.23 (18) of the statutes is amended to read:

AB150,2163,21 551.23 (18) Any other transaction as to which the commissioner department by rule or order finds that registration is not necessary or appropriate for the protection of investors.

AB150, s. 6645 Section 6645. 551.23 (19) (c) 2. a. of the statutes is amended to read:

AB150,2164,2 551.23 (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 department of the act or event causing disqualification.

AB150, s. 6646 Section 6646. 551.23 (19) (c) 2. b. of the statutes is amended to read:

AB150,2164,6 551.23 (19) (c) 2. b. The commissioner department 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.

AB150, s. 6647 Section 6647. 551.23 (19) (d) of the statutes is amended to read:

AB150,2164,15 551.23 (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 department 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 department not later than the date of their first use in this state.

AB150, s. 6648 Section 6648. 551.23 (19) (f) of the statutes is amended to read:

AB150,2164,24 551.23 (19) (f) The commissioner department 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 department 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 department, 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.

AB150, s. 6649 Section 6649. 551.235 (intro.) of the statutes is amended to read:

AB150,2165,4 551.235 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 department upon a showing of good cause:

AB150, s. 6650 Section 6650. 551.235 (6) (a) (intro.) of the statutes is amended to read:

AB150,2165,7 551.235 (6) (a) Filing requirements. (intro.) The issuer or applicant files all of the following with the commissioner department:

AB150, s. 6651 Section 6651. 551.235 (6) (a) 5. of the statutes is amended to read:

AB150,2165,14 551.235 (6) (a) 5. An undertaking, signed by a person authorized by the issuer or applicant, to file promptly with the commissioner department all pre-effective amendments to the federal registration statement for the securities, to notify promptly the commissioner department by telephone or wire of the date and time when the federal registration statement becomes effective and to file promptly with the commissioner department 2 copies of the final prospectus.

AB150, s. 6652 Section 6652. 551.235 (6) (b) of the statutes is amended to read:

AB150,2165,19 551.235 (6) (b) Time for filing. The documents and fee prescribed in par. (a) are filed with the commissioner department 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.

AB150, s. 6653 Section 6653. 551.24 (1) of the statutes is amended to read:

AB150,2165,23 551.24 (1) The commissioner department 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.

AB150, s. 6654 Section 6654. 551.24 (2) of the statutes is amended to read:

AB150,2166,5 551.24 (2) If the public interest and the protection of investors so require, the commissioner department 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 department shall serve upon all named parties a copy of the order and notify the parties of their right to request a hearing.

AB150, s. 6655 Section 6655. 551.24 (4) (intro.) of the statutes is amended to read:

AB150,2166,10 551.24 (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 department does not violate s. 551.21 (1) if:

AB150, s. 6656 Section 6656. 551.24 (6) of the statutes is amended to read:

AB150,2166,19 551.24 (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 department and the commissioner department does not disallow the exemption within a specified period after the filing, the commissioner department 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 department requires additional information, the date by which the commissioner department may disallow the exemption is 10 days after the date of filing that information.

AB150, s. 6657 Section 6657. 551.25 (2) (b) of the statutes is amended to read:

AB150,2166,25 551.25 (2) (b) If the commissioner department 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;

AB150, s. 6658 Section 6658. 551.25 (2) (c) of the statutes is amended to read:

AB150,2167,3 551.25 (2) (c) If the commissioner department requires, any other information, or copies of any documents, filed under the securities act of 1933; and

AB150, s. 6659 Section 6659. 551.25 (2) (d) of the statutes is amended to read:

AB150,2167,9 551.25 (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 department permits.

AB150, s. 6660 Section 6660. 551.25 (3) (a) 2. of the statutes is amended to read:

AB150,2167,12 551.25 (3) (a) 2. The registration statement has been on file with the commissioner department for at least 10 days.

AB150, s. 6661 Section 6661. 551.25 (3) (a) 3. of the statutes is amended to read:

AB150,2167,17 551.25 (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 department permits, and the offering is made within these limitations.

AB150, s. 6662 Section 6662. 551.25 (3) (b) of the statutes is amended to read:

AB150,2168,19 551.25 (3) (b) The registrant shall promptly notify the commissioner department 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 department 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 department 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 department 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 department of the date when the federal registration statement is expected to become effective, the commissioner department shall promptly advise the registrant by telephone or telegram, at the registrant's expense, whether all the conditions are satisfied and whether the commissioner department then contemplates the institution of a proceeding under s. 551.28; but this advice by the commissioner department does not preclude the institution of such a proceeding at any time.

AB150, s. 6663 Section 6663. 551.26 (2) of the statutes is amended to read:

AB150,2169,2 551.26 (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 department by rule or otherwise requires. For this purpose the commissioner department may classify issuers and types of securities.

AB150, s. 6664 Section 6664. 551.26 (3) of the statutes is amended to read:

AB150,2169,10 551.26 (3) Registration under this section becomes effective when the commissioner department so orders. If a registration statement has been on file for at least 30 days and all information required by the commissioner department has been furnished, the person filing the statement may at any time file a written request that the commissioner department take action within 10 days following the filing of such request. If a request is filed, and the commissioner department takes no action within the period, the registration becomes effective at the end of the 10-day period.

AB150, s. 6665 Section 6665. 551.26 (4) of the statutes is amended to read:

AB150,2169,22 551.26 (4) The commissioner department 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.

AB150, s. 6666 Section 6666. 551.27 (1) of the statutes is amended to read:

AB150,2170,2 551.27 (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 department may in specific cases require that it be executed by the issuer.

AB150, s. 6667 Section 6667. 551.27 (4) of the statutes is amended to read:

AB150,2170,5 551.27 (4) The commissioner department may by rule or otherwise permit the omission of any item of information or document from any registration statement.

AB150, s. 6668 Section 6668. 551.27 (5) of the statutes is amended to read:

AB150,2170,13 551.27 (5) The commissioner department 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 department may also designate one of the commissioner's department'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.

AB150, s. 6669 Section 6669. 551.27 (7) of the statutes is amended to read:

AB150,2170,25 551.27 (7) The commissioner department 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 department may impose both such requirements. The commissioner department may by rule or order determine the conditions of any escrow or impounding required hereunder, but the commissioner department may not reject a depository solely because of location in another state.

AB150, s. 6670 Section 6670. 551.27 (8) of the statutes is amended to read:

AB150,2171,4 551.27 (8) The commissioner department may by rule require that securities of designated classes shall be issued under a trust indenture containing such provisions as the commissioner department determines.

AB150, s. 6671 Section 6671. 551.27 (9) of the statutes is amended to read:

AB150,2171,9 551.27 (9) The commissioner department 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 department or preserved for any period up to 3 years.

AB150, s. 6672 Section 6672. 551.27 (10) of the statutes is amended to read:

AB150,2171,13 551.27 (10) The commissioner department 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.

AB150, s. 6673 Section 6673. 551.27 (11) of the statutes is amended to read:

AB150,2171,24 551.27 (11) A registration statement is effective for one year from its effective date unless extended by rule or order of the commissioner department. 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 department. No registration statement is effective during the time a stop order is in effect under s. 551.28.

AB150, s. 6674 Section 6674. 551.27 (12) of the statutes is amended to read:

AB150,2172,8 551.27 (12) During the effective period of a registration statement, the commissioner department 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 department 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.

AB150, s. 6675 Section 6675. 551.27 (14) of the statutes is amended to read:

AB150,2172,14 551.27 (14) A registration statement relating to securities issued by any class of financial institutions, which the commissioner department 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 department so orders.

AB150, s. 6676 Section 6676. 551.27 (15) of the statutes is amended to read:

AB150,2172,20 551.27 (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 department 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.

AB150, s. 6677 Section 6677. 551.28 (1) (intro.) of the statutes is amended to read:

AB150,2172,25 551.28 (1) (intro.) The commissioner department may issue a stop order denying effectiveness to, or suspending or revoking the effectiveness of, any registration statement if the commissioner department finds that the order is in the public interest and that:

AB150, s. 6678 Section 6678. 551.28 (1) (c) of the statutes is amended to read:

AB150,2173,10 551.28 (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 department 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 department 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;