69W-800.001: Filing - Notification Registration Including Shelf Filings
69W-800.003: Effective Registration
69W-800.004: Circulation of Preliminary Prospectus
PURPOSE AND EFFECT: Rule 69W-800.001, F.A.C., is amended to reflect the most current versions of federal regulations referenced in the rule, clarify the appropriate forms that must be filed for notification registrations and shelf filings, and reference the current versions of forms. Rule 69W-800.003, F.A.C., is amended to clarify the registration process. Rule 69W-800.004, F.A.C., is amended to reflect the most recent version of the Notification Registration form.
SUBJECT AREA TO BE ADDRESSED: Securities Regulation.
SPECIFIC AUTHORITY: 517.03(1) FS.
LAW IMPLEMENTED: 517.082, 120.53(1)(a), (b), 517.051(11) FS.
IF REQUESTED IN WRITING AND NOT DEEMED UNNECESSARY BY THE AGENCY HEAD, A RULE DEVELOPMENT WORKSHOP WILL BE NOTICED IN THE NEXT AVAILABLE FLORIDA ADMINISTRATIVE WEEKLY.
THE PERSON TO BE CONTACTED REGARDING THE PROPOSED RULE DEVELOPMENT AND A COPY OF THE PRELIMINARY DRAFT, IF AVAILABLE, IS: Pam Epting, Chief, Bureau of Regulatory Review, Division of Securities, Office of Financial Regulation, The Fletcher Building, 200 East Gaines Street, Tallahassee, Florida 32399-0375, (850)410-9500, pam.epting@flofr.com
THE PRELIMINARY TEXT OF THE PROPOSED RULE DEVELOPMENT IS:
69W-800.001 Filing Notification Registration Including Shelf Filings.
(1) An application for Notification Registration or a shelf filing not in conflict with the provisions of Section 517.082(3), Florida Statutes, shall be filed on OFR FORM-S-3-91, Notification Registration (Revised 1-91), and Form U-1, Uniform Application to Register Securities (Effective 10/97), which are hereby incorporated by reference in subsection 69W-301.002(7), F.A.C. The application shall include:
(a) One (1) copy of the initial registration statement as filed with the United States Securities and Exchange Commission unless effective upon filing with the Office of Financial Regulation;
(b) An irrevocable written Uniform Consent to Service of Process, Form U-2 or Form OFR-S-5-91 and Uniform Corporate Resolution, Form U-2A or Form OFR-S-6-91, which are incorporated by reference in subsection 69W-301.002(7), F.A.C., as described in Section 517.101, Florida Statutes. It shall be the choice of the applicant to file either the Form U-2 or the Form OFR-S-5-91, either of which are acceptable to the office. It shall also be the choice of the applicant to file either the Form U-2A or Form OFR-S-6-91;
(c) Payment of the statutory fee as required in Section 517.082, Florida Statutes;
(d) One (1) copy of the final pricing amendment/final prospectus as per the effective registration date with the Securities and Exchange Commission, except for Shelf Registration offerings to be made on a delayed or continuous basis pursuant to SEC Rule 415 (17 C.F.R. § 230.415 (2009)), which is incorporated by reference and may be obtained by mail from the Florida Office of Financial Regulation, Division of Securities, 200 E. Gaines Street, Tallahassee, Florida 32399; and
(e) Unless specifically requested by the Office of Financial Regulation, sales reports will not be required for securities offered or sold pursuant to Section 517.082, Florida Statutes.
(2) Exhibits which are required may not be incorporated by reference to previous filings.
(3) It shall not be the policy of the Office of Financial Regulation to issue status reports of an application filed unless the Office of Financial Regulation deems it necessary to issue such information.
(4) Telegraphic notification of effective registration with the SEC shall be filed within ten (10) business days from the date federal registration is granted if such registration was pending with the SEC at the time the notification application was filed.
(5) Should all documents required under this rule not be furnished to the Office of Financial Regulation within 60 days of the date of the effective federal registration, the Office of Financial Regulation shall deem the registration to be subject to revocation.
(6) Any application found to contain a material false statement shall be subject to administrative action by the Office of Financial Regulation.
(7) The forms adopted by the Office of Financial Regulation for registration under this section are as follows:
(a) OFR FORM-S-3-91, Notification Registration (Revised 1-91).
(b) Form U-1, Uniform Application to Register Securities (effective 10/97).
(c) Form U-2, Uniform Consent to Service of Process and Form U-2A, Uniform Corporate Resolution (effective 10-1-96).
(d) OFR-S-5-91, Uniform Consent to Service of Process (Revised 1-91).
(e) OFR-S-6-91, Corporate Resolution (Revised 1-91).
Rulemaking Specific Authority 517.03(1) FS. Law Implemented 517.082 FS. HistoryNew 10-15-86, Amended 12-8-87, 7-31-91, 10-1-96, 10-20-97, Formerly 3E-800.001, Amended________.
69W-800.003 Effective Registration.
(1) A registration under Section 517.082, Florida Statutes, becomes effective when the federal registration becomes effective or as of the date the application is filed with the Office of Financial Regulation, whichever is later.
(2) A registration under Section 517.082, F.S., shall be filed in accordance with the provisions of subsection 69W-301.002(2), F.A.C. The Office of Financial Regulation shall deem an application to be officially received at such time as it has been date stamped by the cashiers office of the Office of Financial Regulation accompanied by the required fee or upon acceptance by the Securities Registration Depository (SRD) and notice by SRD to this state of such filing.
(3) Sales may be made in this state upon effectiveness as provided in subsection (1) of this rule without written confirmation by the Office of Financial Regulation.
Rulemaking Specific Authority 517.03(1) FS. Law Implemented 120.53(1)(a), (b), 517.051(11), 517.082 FS. HistoryNew 10-15-86, Amended 11-14-93, 10-1-96, Formerly 3E-800.003, Amended_______.
69W-800.004 Circulation of Preliminary Prospectus.
A preliminary prospectus if designated as such may be used by dealers registered with the Office of Financial Regulation, provided that the Notification Registration (OFR FORM-S-3-91) (Revised 1-91), which is incorporated by reference in subsection 69W-301.002(7), F.A.C., has been filed with the Office of Financial Regulation and each purchaser of securities is provided not later than the time of the sale of securities with the offering circular contained in the definitive registration statement effective under the Securities Act of 1933 as referenced in Section 517.082, Florida Statutes.
Rulemaking Specific Authority 517.03(1) FS. Law Implemented 517.082 FS. HistoryNew 10-15-86, Amended 12-8-87, 7-31-91, 10-1-96, 10-20-97, Formerly 3E-800.004, Amended________.
